FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
O ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended
OR
X TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from January 1, 1999 to March 31, 1999
Commission file number: 333-24111
WNC HOUSING TAX CREDIT FUND VI, L.P., Series 6
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:
NONE
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 No X
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
1
<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).
NONE
<PAGE>
PART I.
Item 1. Business
Organization
WNC Housing Tax Credit Fund VI, L.P., Series 6 (the "Partnership") is a
California Limited Partnership formed under the laws of the State of California
on March 3, 1997 and commenced operations on August 20, 1998. The Partnership
was formed to acquire limited partnership interests in other limited
partnerships or limited liability companies ("Local Limited Partnerships") which
own multi-family housing complexes that are eligible for Federal low income
housing tax credits (the "Low Income Housing Credit").
The general partner of the Partnership is WNC & Associates, Inc. ("Associates"
or the "General Partner"). Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust, owns 66.8% of the outstanding stock of Associates. John B. Lester, Jr.
was the original limited partner of the Partnership and owns, through the Lester
Family Trust, 28.6% of the outstanding stock of Associates. The business of the
Partnership is conducted primarily through the General Partner, as the
Partnership has no employees of its own.
Pursuant to a registration statement which was declared effective on June 23,
1997, a Prospectus dated June 23, 1997 and Supplements thereto, the Partnership
commenced a public offering of 25,000 units of limited partnership interest
("Units"), at a price of $1,000 per Unit. As of March 31, 1999, the Partnership
had received and accepted subscriptions for 11,776 Units in the amount of
$11,738,335, net of dealer discounts of $10,360 and volume discounts of $27,305,
of which $494,000 was represented by promissory notes of the subscribers
($185,000 of which had been collected by August 10, 1999) and $703,375 was
represented by subscriptions collected subsequent to March 31, 1999. Holders of
Units are referred to herein as "Limited Partners."
Description of Business
The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner or non-managing member in
Local Limited Partnerships each of which will own and operate a multi-family
housing complex (the "Housing Complex") which will qualify for the Low Income
Housing Credit. In general, under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce Federal taxes otherwise due in each year of a ten-year period. In
general, under Section 17058 of the California Revenue and Taxation Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against California taxes otherwise due in each year of a four-year period. The
Housing Complex is subject to a fifteen year compliance period (the "Compliance
Period"), and under state law may have to be maintained as low income housing
for 30 or more years.
In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Housing
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the ability of government
lenders to disapprove of transfer, it is not possible at this time to predict
whether the liquidation of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
Partnership, as amended by the First Amendment thereto ("Partnership
Agreement"), will be able to be accomplished promptly at the end of the 15-year
period. If a Local Limited Partnership is unable to sell its Housing Complex, it
is anticipated that the local general partner ("Local General Partner") will
either continue to operate such Housing Complex or take such other actions as
the Local General Partner believes to be in the best interest of the Local
Limited Partnership. Notwithstanding the preceding, circumstances beyond the
control of the General Partner may occur during the Compliance Period, which
would require the Partnership to approve the disposition of a Housing Complex
prior to the end thereof, possibly resulting in recapture of Low Income Housing
Credits.
3
<PAGE>
As of March 31, 1999, the Partnership had invested in six Local Limited
Partnerships. Each of these Local Limited Partnerships owns an Housing Complex
that is or is expected to be eligible for the Federal Low Income Housing Credit,
except for one Local Limited Partnership which owns three Housing Complexes.
Certain Local Limited Partnerships may also benefit from government programs
promoting low- or moderate-income housing.
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes: difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests: limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not makes its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and Low Income Housing Credits. As a limited partner or non-managing
member of the Local Limited Partnerships, the Partnership will have very limited
rights with respect to management of the Local Limited Partnerships, and will
rely totally on the general partners or managing members of the Local Limited
Partnerships for management of the Local Limited Partnerships. The value of the
Partnership's investments will be subject to changes in national and local
economic conditions, including unemployment conditions, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the Housing
Complexes and the Partnership. In addition, each Local Limited Partnership is
subject to risks relating to environmental hazards and natural disasters which
might be uninsurable. Because the Partnership's operations will depend on these
and other factors beyond the control of the General Partner and the Local
General Partners, there can be no assurance that the anticipated Low Income
Housing Credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the Low Income Housing Credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the Low
Income Housing Credits. There are limits in the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.
As of March 31, 1999, three of the Housing Complexes were still under
construction and one was partially under construction. The Housing Complexes
were being developed by the respective Local General Partners who acquired the
sites and applied for applicable mortgages and subsidies. The four Housing
Complexes acquired in two Local Limited Partnerships during the three months
ended March 31, 1999 were acquired for rehabilitation and were already operating
at the respective dates of acquisition. The rehabilitations were not complete at
March 31, 1999. The Partnership became the principal limited partner or
non-managing member in these Local Limited Partnerships pursuant to arm's-length
negotiations with the respective Local General Partners. As a limited partner or
non-managing member, the Partnership's liability for obligations of each Local
Limited Partnership is limited to its investment. The Local General Partners of
each Local Limited Partnership retain responsibility for developing,
constructing, maintaining, operating and managing the Housing Complex.
Item 2. 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 eight Housing Complexes in six Local Limited
Partnerships as of the dates and for the periods indicated:
4
<PAGE>
<TABLE>
<CAPTION>
---------------------------- ----------------------------------------
As of March 31, 1999 As of December 31, 1998
---------------------------- ----------------------------------------
Partnership's Amount of Estimated Encumbrances
Total Investment Investment Number Low Income of Local
in Local Limited Paid to of Occu- Housing Limited
Partnership Name Location General Partner Name Partnerships Date Units pancy Credits (1) Partnerships
- --------------------------------------------------------------------------------------------- --------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Brighton Ridge Edgefield, The Piedmont Foundation
Apartments, L.P. South Carolina of South Carolina, Inc. $ 989,000 $ 396,000 44 73% $ - $ 607,000
Desloge Associates Desloge, East Missouri Action
I, L.P. Missouri Agency, Inc. 1,063,000 872,000 32 0% - 634,000
Ottawa I, L.P. Oglesby, Michael K. Moore 403,000 282,000 - - - -
Illinois
Preservation Pontiac and Michael K. Moore and
Partners I, L.P. Taylorville, Affordable Housing
Illinois Development Fund, Inc. 514,000 232,000 - - - -
Trenton Village Trenton, MBL Development, Co. 1,025,000 769,000 32 0% - -
Apartments, L.P. Missouri
United Development Memphis, Harold E. Buehler, Sr.
Co., L.P. - 97.0. Tennessee and Jo Ellen Buehler 2,813,000 2,119,000 60 0% - 539,000
---------- ---------- ---- --- -------- ----------
$ 6,807,000 $ 4,670,000 168 19% $ - $ 1,780,000
========== ========== ==== === ======== ==========
</TABLE>
(1) The apartment complexes are under construction and cost certification has
yet to be completed.
5
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------- ----------------------------------------------
For the period August 20, 1998
through December 31, 1998 Low Income Housing Credits
---------------------------------------- ----------------------------------------------
Credits Allocated Year to be First
Partnership Name Rental Income Net Income to Partnership Available
- -------------------------------------------------------------------- ----------------------------------------------
<S> <C> <C> <C> <C>
Brighton Ridge Apartments L.P. $ 194,000 $ 28,000 98.989% 1999
Desloge Associates I, L.P. - - 99.890% 1999
Ottawa I, L.P. - - 99.980% 1999
Preservation Partners I, L.P. - - 99.980% 1999
Trenton Village Apartments, L.P. - 8,000 99.980% 1999
United Development Co. L.P.-97.0. - 25,000 99.980% 1999
-------- ------
$ 194,000 $ 61,000
======== ======
</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 and none exists. Units can be assigned
only if certain requirements in the Partnership Agreement are satisfied.
(b) At March 31, 1999, there were 613 Limited Partners.
(c) The Partnership was not designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships. The Limited Partners received no
Low Income Housing Credits in 1998.
Item 5b.
The Partnership is conducting an offering pursuant to a registration statement
(Commission File No. 333-24111) declared effective on June 23, 1997 and a
Prospectus dated June 23, 1997, and Supplements thereto. As of March 31, 1999
the Partnership had received subscriptions for 11,776 Units, for an aggregate
amount of capital contributions of $11,738,335, net of dealer discounts of
$10,360 and volume discounts of $27,305, in an offering which commenced on July
9, 1998. At March 31, 1999, the above capital contributions consisted of cash of
$10,540,960, subscriptions receivable of $703,375 and notes receivable of
$494,000. At March 31, 1999, approximately $1,478,935 was paid or due to
Associates or WNC Capital Corporation, the dealer-manager for the offering, for
selling commissions, wholesaling activities and in reimbursement of other
organization and offering expenses. Included therein are selling commissions of
approximately $713,669 and wholesaling and other organization and offering
expenses of approximately $765,266, which were paid, or will be paid, to
non-affiliates.
The Partnership has committed funds for the purchase of real estate in excess of
amounts raised. At March 31, 1999, approximately $10,259,400 is or will be
invested in Local Limited Partnership Interests or Reserves as follows:
<TABLE>
<CAPTION>
Paid or to be
Paid to General
Partner or Paid or to be
Affiliate Paid to Others Total
---------------- ---------------- -----------------
<S> <C> <C>
Acquisition fees as of March 31, 1999 $ 789,740 - $ 789,740
Acquisition costs as of March 31, 1999 - 51,848 51,848
Local Limited Partnerships - 6,807,425 6,807,425
Deposits paid to Local Limited Partnerships
which were subsequently acquired - 1,043,530 1,043,530
Investments in reserves or
available to be invested - 1,566,857 1,566,857
---------------- ---------------- -----------------
Total $ 789,740 $ 9,469,660 $ 10,259,400
================ ================ =================
</TABLE>
7
<PAGE>
Item 6. Selected Financial Data
Selected Balance Sheet information for the Partnership is as follows:
March 31, December 31,
1999 1998
--------- ------------
ASSETS
Cash and cash equivalents $ 2,690,665 $ 372,505
Subscriptions receivable 893,370 1,030,915
Investments in limited
partnerships, net 7,748,624 6,440,762
Other assets 1,043,530 50,000
-------------- -------------
$ 12,376,189 $ 7,894,182
============== =============
LIABILITIES
Payables to limited partnerships $ 2,137,275 $ 1,734,427
Loan payable - 113,269
Accrued fees and expenses due to
general partner and affiliates 184,291 173,323
PARTNERS' EQUITY 10,054,623 5,873,163
-------------- -------------
$ 12,376,189 $ 7,894,182
============== =============
Selected results of operations, cash flows and other information for the
Partnership is as follows for the three months ended March 31, 1999 and the
period from August 20, 1998 (Date Operations Commenced) to December 31, 1998:
March 31, December 31,
1999 1998
--------- ------------
Loss from operations $ (3,249) $ (1,501)
Equity in income of
limited partnerships 47,263 60,610
-------------- -------------
Net income $ 44,014 $ 59,109
============== =============
Net income allocated to:
General partner $ 440 $ 591
============== =============
Limited partners $ 43,574 $ 58,518
============== =============
Net income per limited
partner unit $ 4.26 $ 16.38
============== =============
Outstanding weighted
limited partner units 10,218 3,573
============== =============
8
<PAGE>
March 31, December 31,
1999 1998
---------- ------------
Net cash provided by (used in):
Operating activities $ 34,356 $ 1,554
Investing activities (1,914,981) (4,525,457)
Financing activities 4,198,785 4,896,408
------------ ------------
Net change in cash and
cash equivalents 2,318,160 372,505
Cash and cash equivalents,
beginning of period 372,505 -
------------ ------------
Cash and cash equivalents,
end of period $ 2,690,665 $ 372,505
============ ============
Low Income Housing Credit per Unit was as follows for the period ended December
31, 1998:
Federal $ -
State -
------------
Total $ -
============
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial Condition
The Partnership's assets at March 31, 1999 consisted primarily of $2,690,655 in
cash, subscriptions receivable from the sale of Units totaling $893,370,
aggregate investments in six Local Limited Partnerships of $7,748,624 and
deposits on two prospective acquisitions of $1,043,530. Liabilities at March 31,
1999 primarily consisted of $2,137,275 of estimated future capital contributions
to the Local Limited Partnerships and $184,291 of accrued fees and advances due
to the General Partner and affiliates.
The Partnership offered Units for sale to the public until June 23, 1999, at
which time total limited partner capital raised was $20,500,000 ($11,776,000
raised at March 31, 1999).
Results of Operations
The Partnership commenced operations on August 20, 1998. As a result, there are
no comparative results of operations or financial condition from prior periods
to report. Net income for the three months ended March 31, 1999 was principally
composed of equity in income from the Local Limited Partnerships, consisting of
both operations and interest income. Net income for the period ended December
31, 1998 was principally composed of equity in income from the Local Limited
Partnerships, consisting primarily of interest income. As of March 31, 1999,
three of the Local Limited Partnerships were under construction. During the
three months ended March 31, 1999, four additional Housing Complexes, owned by
two Local Limited Partnerships, were acquired, all of which were operating at
the time of acquisition. All of the Housing Complexes acquired during the three
months ended March 31, 1999 were undergoing rehabilitation as of March 31, 1999.
All such Housing Complexes have continued operations during the rehabilitation.
As of December 31, 1998, three of the four Local Limited Partnerships acquired
by December 31, 1998 were under construction at December 31, 1998 and the fourth
Local Limited Partnership commenced operations just prior to December 31, 1998.
Accordingly, there were no Low Income Housing Credits available for allocation
to the partners.
9
<PAGE>
Cash Flows
Cash flows provided by operating activities for the periods ended March 31, 1999
and December 31, 1998 included interest income from cash investments less
miscellaneous costs of operations. Cash flows provided by financing activities
for the period ended March 31, 1999, primarily consisted of net proceeds from
the sale of Units of $3,861,000 and the collection of $1,031,000 of
subscriptions receivable, offset by $575,000 in offering costs and principal
loan repayments in the amount of $113,000. Cash flows provided by financing
activities for the period ended December 31, 1998, primarily consisted of
proceeds from the sale of Units of $5,648,000 and loan proceeds of $113,000,
offset by $867,000 in offering costs. Cash flows used in investing activities
substantially consisted of capital contributions paid to Local Limited
Partnerships of $4,155,000 and capitalized acquisition fees and costs totaling
$493,000.
Since March 31, 1999, the Partnership has raised equity capital sufficient to
satisfy all of its identified obligations. In this regard, the Partnership
expects its future cash flows, together with its net available assets at March
31, 1999, to be sufficient to meet all 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 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. Except for one telephone system, the non-IT
systems of WNC are year 2000 compliant. The one telephone system will require
the replacement of one computer and one software application, both of which will
be completed on or before October 1, 1999.
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. There can be no assurance that this
compliance information is correct. There also can be no assurance that the
systems of other, less-important service providers and outside vendors will be
year 2000 compliant.
Costs to Address Year 2000 Issues
The cost to address year 2000 issues for WNC has been less than $20,000. The
cost to replace the telephone system noted above will be less than $5,000. The
cost to deal with potential year 2000 issues of other outside vendors cannot be
estimated at this time.
Risk of Year 2000 Issues
The most reasonable and likely result from non-year 2000 compliance of systems
of the service providers noted above will be the disruption of normal business
operations for WNC. This disruption would, 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.
10
<PAGE>
Local Limited Partnerships
Status of Readiness
WNC is in the process of obtaining year 2000 certifications from each Local
General Partner of each Local Limited Partnership. Those certifications will
represent to the Partnership that the IT and non-IT systems critical to the
operation of the Housing Complexes and investor reporting to the Partnership are
year 2000 compliant. These certifications will also represent to the Partnership
that the IT and non-IT systems of property management companies, independent
accountants, electrical power providers, financial institutions and
telecommunications carriers used by the Local Limited Partnership are year 2000
compliant.
There can be no assurance that the representations in the certifications will be
correct. There also can be no assurance that the systems of other,
less-important service providers and outside vendors, upon which the Local
Limited Partnerships rely, will be year 2000 compliant.
Costs to Address Year 2000 Issues
There will be no cost to the Partnership as a result of assessing year 2000
issues for the Local Limited Partnerships. 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
There may be Local General Partners who indicate that they or their property
management company are not year 2000 compliant and do not have plans to become
year 2000 compliant before the end of 1999. There may be other Local General
Partners who are unwilling to respond to the certification request. The most
likely result of either non-compliance or failure to respond will be the removal
and replacement of the property management company and/or the Local General
Partner with year 2000 compliant operators.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
NOT APPLICABLE
Item 8. Financial Statements and Supplementary Data
11
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 6
We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund
VI, L.P., Series 6 (a California Limited Partnership) (the "Partnership") as of
March 31, 1999 and December 31, 1998, and the related statements of operations,
partners' equity (deficit) and cash flows for the three months ended March 31,
1999 and the period August 20, 1998 (date operations commenced) through December
31, 1998. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. A significant portion of the financial
statements of the limited partnerships in which the Partnership is a limited
partner were audited by other auditors whose reports have been furnished to us.
As discussed in Note 3 to the financial statements, the Partnership accounts for
its investments in limited partnerships using the equity method. The portion of
the Partnership's investment in limited partnerships audited by other auditors
represented 27% and 42% of the total assets of the Partnership at March 31, 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 6 (a
California Limited Partnership) as of March 31, 1999 and December 31, 1998, and
the results of its operations and its cash flows for the three months ended
March 31, 1999 and the period August 20, 1998 (date operations commenced)
through December 31, 1998, in conformity with generally accepted accounting
principles.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
August 10, 1999
12
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ------------
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 2,690,665 $ 372,505
Subscriptions receivable (Note 8) 893,370 1,030,915
Investments in limited partnerships, net (Note 3) 7,748,624 6,440,762
Loans receivable (Notes 2 and 9) 1,043,530 50,000
------------- -------------
$ 12,376,189 $ 7,894,182
============= =============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Payables to limited partnerships (Note 5) $ 2,137,275 $ 1,734,427
Loan payable (Note 6) - 113,269
Accrued fees and advances due to General Partner and
affiliate (Note 4) 184,291 173,323
------------- -------------
Total liabilities 2,321,566 2,021,019
------------- -------------
Commitments and contingencies (Note 9)
Partners' equity (deficit)
General partner (13,659) (7,977)
Limited partners (25,000 units authorized; 11,776 and
6,944 units outstanding at March 31, 1999 and
December 31, 1998, respectively) (Note 10) 10,068,282 5,881,140
------------- -------------
Total partners' equity 10,054,623 5,873,163
------------- -------------
$ 12,376,189 $ 7,894,182
============= =============
</TABLE>
See accompanying notes to financial statements
13
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For the Period
August 20, 1998
For the Three (Date Operations
Months Ended Commenced) Through
March 31, 1999 December 31, 1998
------------------ ------------------
Interest income $ 15,869 $ 6,003
------------- -------------
Operating expenses:
Amortization (Note 3) 5,207 3,055
Management fees (Note 4) 8,096 -
Other 5,815 4,449
------------- -------------
Total operating expenses 19,118 7,504
------------- -------------
Loss from operations (3,249) (1,501)
Equity in income of limited
partnerships (Note 3) 47,263 60,610
------------- -------------
Net income $ 44,014 $ 59,109
============= =============
Net income allocated to:
General partner $ 440 $ 591
============= =============
Limited partners $ 43,574 $ 58,518
============= =============
Net income per limited
partner unit $ 4.26 $ 16.38
============= =============
Outstanding weighted limited
partner units 10,218 3,573
============= =============
See accompanying notes to financial statements
14
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
------- -------- -----
<S> <C> <C> <C>
Contribution from general partner on August 20, 1998 $ 100 $ 1,000 $ 1,100
Sale of limited partnership units, net of discounts
of $1,750 - 6,942,250 6,942,250
Sale of limited partnership units issued for promissory
notes receivable (Note 8) - (262,500) (262,500)
Offering expenses (8,668) (858,128) (866,796)
Net income 591 58,518 59,109
----------- ----------- -----------
Partners' equity (deficit) at December 31, 1998 (7,977) 5,881,140 5,873,163
Sale of limited partnership units, net of discounts - 4,796,085 4,796,085
Sale of limited partnership units issued for
promissory notes receivable (Note 8) - (231,500) (231,500)
Collection of notes receivable (Note 8) - 185,000 185,000
Offering expenses (6,122) (606,017) (612,139)
Net income 440 43,574 44,014
----------- ----------- -----------
Partners' equity (deficit) at March 31, 1999 $ (13,659) $ 10,068,282 $ 10,054,623
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements
15
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For The Period
August 20, 1998
For The Three (Date Operations
Months Ended March Commenced) Through
31, 1999 December 31, 1998
------------------ ------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 44,014 $ 59,109
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization 5,207 3,055
Equity in income of limited partnerships (47,263) (60,610)
Change in accrued fees and expenses due to general
partner and affiliates 32,398 -
------------- -------------
Net cash provided by operating activities 34,356 1,554
------------- -------------
Cash flows from investing activities:
Investments in limited partnership, net (514,697) (4,155,453)
Loan receivable (993,530) (50,000)
Capitalized acquisition costs and fees (348,261) (493,327)
Accrued and unpaid acquisition fees and advances (58,493) 173,323
due to affiliate of general partner ------------- -------------
Net cash used in investing activities (1,914,981) (4,525,457)
------------- -------------
Cash flows from financing activities:
Initial partner contributions - 1,100
Sale of limited partner units 4,749,585 6,679,750
Subscriptions receivable 137,545 (1,030,915)
Offering expenses (575,076) (866,796)
Increase (decrease) in loan payable (113,269) 113,269
------------- -------------
Net cash provided by financing activities 4,198,785 4,896,408
------------- -------------
Net change in cash and cash equivalents 2,318,160 372,505
Cash and cash equivalents, beginning of period 372,505 -
------------- -------------
Cash and cash equivalents, end of period $ 2,690,665 $ 372,505
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION -
Interest paid $ 1,262 $ -
============= =============
Taxes paid $ - $ 800
============= =============
</TABLE>
See accompanying notes to financial statements
16
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
WNC Housing Tax Credit Fund VI, L.P., Series 6 (the "Partnership") was formed on
March 3, 1997 under the laws of the State of California, and commenced
operations on August 20, 1998. Prior to August 20, 1998, the Partnership was
considered a development-stage enterprise. The Partnership was formed to invest
primarily in other limited partnerships ("the Local Limited Partnerships") which
own and operate multi-family housing complexes (the "Housing Complexes") that
are eligible for low income housing tax credits. The local general partners (the
"Local General Partners") of each Local Limited Partnership retain
responsibility for developing, constructing, maintaining, operating and managing
the Housing Complex.
The general partner is WNC & Associates, Inc. ("WNC" or the "General Partner").
Wilfred N. Cooper, Sr., through the Cooper Revocable Trust, owns 66.8% of the
outstanding stock of WNC. John B. Lester, Jr. is the original limited partner of
the Partnership and owns, through the Lester Family Trust, 28.6% of the
outstanding stock of WNC.
The Partnership shall continue in full force and effect until December 31, 2052,
unless terminated prior to that date, pursuant to the partnership agreement or
law.
The financial statements include only activity relating to the business of the
Partnership, and do not give effect to any assets that the partners may have
outside of their interests in the Partnership, or to any obligations, including
income taxes, of the partners.
The Partnership agreement authorized the sale of up to 25,000 units at $1,000
per Unit ("Units"). As of March 31, 1999, 11,776 Units, representing
subscriptions in the amount of $11,738,335, net of discounts of $27,305 for
volume purchases and dealer discounts of $10,360, had been accepted (see Note
10). As of December 31, 1998, 6,944 Units representing subscriptions in the
amount of $6,942,250, net of discounts of $1,750 for volume purchases, had been
accepted. The General Partner has a 1% interest in operating profits and losses,
taxable income and losses, cash available for distribution from the Partnership
and tax credits of the Partnership. The limited partners will be allocated the
remaining 99% of these items in proportion to their respective investments.
After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received proceeds
equal to its capital contribution and a subordinated disposition fee (as
described in Note 4) from the remainder, any additional sale or refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.
Changes in Reporting Year End
The Partnership has elected to change it's year end for financial reporting
purposes from December 31 to March 31. All financial information reflected in
the financial statements and related footnotes has been adjusted for this change
in year end except for the combined condensed financial information relating to
the Local Limited Partnerships included in Note 3.
17
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Risks and Uncertainties
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and low income housing credits. As a limited partner of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local Limited Partnerships, and will rely totally on the
Local General Partners of the Local Limited Partnerships for management of the
Local Limited Partnerships. The value of the Partnership's investments will be
subject to changes in national and local economic conditions, including
unemployment conditions, which could adversely impact vacancy levels, rental
payment defaults and operating expenses. This, in turn, could substantially
increase the risk of operating losses for the Housing Complexes and the
Partnership. In addition, each Local Limited Partnership is subject to risks
relating to environmental hazards and natural disasters which might be
uninsurable. Because the Partnership's operations will depend on these and other
factors beyond the control of the General Partner and the Local General
Partners, there can be no assurance that the anticipated low income housing
credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.
Method of Accounting For Investments in Local Limited Partnerships
The Partnership accounts for its investments in Limited Partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with the Partnership. Costs incurred by the
Partnership in acquiring the investments are capitalized as part of the
investment and amortized over 15 years (see Note 3).
Income from limited partnerships for the period August 20, 1998 (Date Operations
Commenced) through December 31, 1998 has been recorded by the Partnership based
on reported results provided by this Local Limited Partnerships. Income from
limited partnerships for the three months ended March 31, 1999 has been
estimated by management of the Partnership.
Losses from Local Limited Partnerships allocated to the Partnership will not be
recognized to the extent that the investment balance would be adjusted below
zero.
18
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Offering Expenses
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with the selling of
limited partnership interests in the Partnership. The General Partner is
obligated to pay all offering and organization costs in excess of 14.5%
(including sales commissions) of the total offering proceeds. Offering expenses
are reflected as a reduction of limited partners' capital and amounted to
$1,478,935 and $866,796 as of March 31, 1999 and December 31, 1998,
respectively.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could materially differ from those estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with remaining
maturities of three months or less when purchased to be cash equivalents. As of
March 31, 1999 and December 31, 1998 the Partnership had cash equivalents of
$52,271 and $6,087, respectively.
Concentration of Credit Risk
As of March 31, 1999, the Partnership maintained cash balances at a certain
financial institution in excess of the federally insured maximum.
Net Income Per Limited Partner Unit
Net income per limited partnership unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net income per unit
includes no dilution and is computed by dividing income available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net income per unit is not required.
Reporting Comprehensive Income
In June 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 130, Reporting Comprehensive Income. This statement establishes
standards for reporting the components of comprehensive income and requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be included in a financial statement that is
displayed with the same prominence as other financial statements. Comprehensive
income includes net income as well as certain items that are reported directly
within a separate component of Partners' equity and bypass net income. The
Partnership adopted the provisions of this statement in 1998. For the periods
presented, the Partnership has no elements of other comprehensive income, as
defined by SFAS No. 130.
19
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 2 - LOANS RECEIVABLE
Loans receivable represent amounts loaned by the Partnership to certain Local
Limited Partnerships in which the Partnership may invest. These loans will be
applied against the first capital contribution due if the Partnership ultimately
invests in such entities. In the event that the Partnership does not invest in
such entities, the loans are to be repaid with interest at a rate which is equal
to the rate charged to the holder (8.00% and 8.25% at March 31, 1999 and
December 31, 1998, respectively). Loans receivable with balances of $643,530 and
$400,000 at March 31, 1999 were collectible from two Local Limited Partnerships
in which interests were acquired subsequent to March 31, 1999 (see Note 9). A
loan receivable with a balance of $50,000 at December 31, 1998 was collectible
from one Local Limited Partnership, in which an interest was acquired on January
14, 1999.
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
As of March 31, 1999 and December 31, 1998, the Partnership had acquired Limited
Partnership interests in six and four Local Limited Partnerships, respectively,
each of which owns one Housing Complex, except for one Local Limited Partnership
acquired during the three months ended March 31, 1999 which owns three Housing
Complexes, consisting of an aggregate of 260 and 168 apartment units,
respectively. As of March 31, 1999, construction or rehabilitation of all but
one of the Housing Complexes was still in process. As of December 31, 1998,
construction or rehabilitation of all of the Housing Complexes was still in
process. The respective general partners of the Local Limited Partnerships
manage the day to day operations of the entities. Significant Local Limited
Partnership business decisions require approval from the Partnership. The
Partnership, as a limited partner, is generally entitled to 99.9%, as specified
in the Local Limited Partnership agreements, of the operating profits and
losses, taxable income and losses and tax credits of the Local Limited
Partnerships.
The Partnership's investment in Local Limited Partnerships as shown in the
balance sheet as of December 31, 1998 is approximately $2,043,000 greater than
the Partnership's equity as shown in the Local Limited Partnerships' financial
statements. This difference is primarily due to acquisition, selection, and
other costs related to the acquisition of the investments which have been
capitalized in the Partnership's investment account and capital contributions
payable to the Limited Partnerships which were netted against partner capital
inn the Local Limited Partnership's financial statements (see Note 5).
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. During the periods presented, no investment
accounts in Local Limited Partnerships reached a zero balance.
20
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
Following is a summary of the equity method activity of the investment in the
Local Limited Partnerships for the periods presented:
<TABLE>
<CAPTION>
For The Period
August 20, 1998
For The Three (Date Operations
Months Ended March Commenced) Through
31, 1999 December 31, 1998
------------------ ------------------
<S> <C> <C>
Investment per balance sheet, beginning of period $ 6,440,762 $ -
Capital contributions paid, net 514,697 4,155,453
Capital contributions to be paid 402,848 1,734,427
Equity in income of limited partnerships 47,263 60,610
Distributions received - -
Capitalized acquisition fees and costs 348,261 493,327
Amortization of paid acquisition fees and costs (5,207) (3,055)
----------------- -----------------
Investment per balance sheet, end of period $ 7,748,624 $ 6,440,762
================= =================
</TABLE>
The financial information from the individual financial statements of the
Limited Partnerships includes 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 Local Limited Partnerships at December 31, 1998 and
for the period then ended is as follows:
COMBINED CONDENSED BALANCE SHEET
1998
----
ASSETS
Buildings and improvements (net of $ 901,000
accumulated depreciation of $25,000)
Land 433,000
Construction in progress 1,748,000
Other assets (including due from
affiliates of $265,000) 4,114,000
-----------
$ 7,196,000
===========
21
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
COMBINED CONDENSED BALANCE SHEET, Continued
1998
----
LIABILITIES AND PARTNERS' EQUITY
Mortgage and construction loans payable $ 1,780,000
Other liabilities (including payables to 137,000
affiliates of $80,000)
-------------
1,917,000
-------------
PARTNERS' CAPITAL
WNC Housing Tax Credit Fund VI, L.P.,
Series 6 4,398,000
Other partners 881,000
-------------
5,279,000
-------------
$ 7,196,000
=============
COMBINED CONDENSED STATEMENT OF OPERATIONS
1998
----
Revenues $ 236,000
Expenses 175,000
-------------
Net income $ 61,000
=============
Net income allocable to the Partnership $ 61,000
=============
NOTE 4 - RELATED PARTY TRANSACTIONS
Under the terms of the Partnership Agreement, the Partnership is obligated to
the General Partner or its affiliates for the following items:
Acquisition fees of up to 7% of the gross proceeds from the sale of Units
as compensation for services rendered in connection with the acquisition of
Local Limited Partnerships. As of March 31, 1999 and December 31, 1998, the
Partnership incurred acquisition fees of $789,740 and $464,555,
respectively. Accumulated amortization of these capitalized costs was
$7,619 and $2,760 at March 31, 1999 and December 31, 1998, respectively.
22
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 4 - RELATED PARTY TRANSACTIONS, continued
Reimbursement of costs incurred by an affiliate of the General Partner in
connection with the acquisition of Local Limited Partnerships. These
reimbursements will not exceed 1.5% of the gross proceeds. As of March 31,
1999 and December 31, 1998, the Partnership incurred acquisition costs of
$51,848 and $28,772, respectively, which have been included in investments
in limited partnerships. Accumulated amortization was $643 and $295 at
March 31, 1999 and December 31, 1998, respectively.
An annual asset management fee not to exceed 0.2% of the Invested Assets
(defined as the Partnership's capital contributions plus reserves of the
Partnership of up to 5% of gross proceeds plus its allocable percentage of
the mortgage debt encumbering the Housing Complexes) of the Local Limited
Partnerships. Management fees of $8,096 and $0 were incurred during the
three months ended March 31, 1999 and the year ended December 31, 1998,
respectively. As of March 31, 1999 and December 31, 1998, no management
fees have been paid.
A subordinated disposition fee in an amount equal to 1% of the sales price
of real estate sold. Payment of this fee is subordinated to the limited
partners receiving a preferred return of 12% through December 31, 2008 and
6% thereafter (as defined in the Partnership Agreement) and is payable only
if the General Partner or its affiliates render services in the sales
effort.
The accrued fees and expenses due to the General Partner and affiliates consist
of the following:
March 31, December 31,
1999 1998
--------- ------------
Acquisition fees $ 68,330 $ 135,103
Asset management fee payable 8,096 -
Commissions payable to affiliate 29,129 38,220
Reimbursement for expenses
paid by the General partner or
an affiliate 78,736 -
-------------- -------------
$ 184,291 $ 173,323
============== =============
NOTE 5 - PAYABLES TO LIMITED PARTNERSHIPS
Payables to limited partnerships represent amounts which are due at various
times based on conditions specified in the limited partnership agreements. These
contributions are payable in installments and are due upon the Local Limited
Partnerships achieving certain operating and development benchmarks (generally
within two years of the Partnership's initial investment).
NOTE 6 - LOAN PAYABLE
The Partnership has a $1,000,000 line-of-credit with a bank which expired June
1, 1999. The line bore interest at the prime rate plus 0.50% (8.25% at December
31, 1998) and was secured by subscriptions receivable and guaranteed by WNC. The
loan was paid off in January 1999.
23
<PAGE>
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Three Months Ended March 31, 1999 and
For The Period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
NOTE 7 - INCOME TAXES
No provision for income taxes has been recorded in the accompanying financial
statements as any liability for income taxes is the obligation of the partners
of the Partnership.
NOTE 8 - SUBSCRIPTIONS AND NOTES RECEIVABLE
During the three month period ending March 31, 1999, the Partnership received
subscriptions for 4,832 Units which included subscriptions receivable of
$703,375, net of dealer discounts, and promissory notes receivable of $231,500,
of which $0 was collected after March 31, 1999 and prior to the issuance of
these financial statements, leaving an unpaid balance of $231,500. In 1998, the
Partnership had received promissory notes of $262,500 related to the sale of
Units, of which $185,000 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 financial statements is reflected as a
reduction of partners' equity in the financial statements.
During 1998, the Partnership had received subscriptions for 6,944 Units which
included subscriptions receivable of $1,030,915, net of dealer discounts, and
promissory notes receivable of $262,500. Limited partners who subscribed for ten
or more units of Local Limited Partnerships interest ($10,000) could elect to
pay 50% of the purchase price in cash upon subscription and the remaining 50% by
the delivery of a promissory note payable, together with interest at the rate of
5.5% per annum, due no later than 13 months after the subscription date.
Subscriptions and notes receivable collected subsequent to year-end are recorded
as a capital contribution and an asset in the accompanying financial statements.
Any unpaid balance is reflected as a reduction of partners' equity in the
accompanying financial statements.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Subsequent to March 31, 1999, the Partnership acquired three limited partnership
interests which required capital contributions totaling approximately
$4,158,418, of which $1,043,530 has been advanced as of March 31, 1999 and has
been reflected in loans receivable in the balance sheet (see Note 2) and
$1,440,425 had been contributed subsequent to March 31, 1999.
NOTE 10 - SUBSEQUENT EVENT
From April 1, 1999 through June 23, 1999, the Partnership received subscriptions
for an additional 8,724 Units, for which it has received cash totaling
$8,036,660 and notes receivable totaling $693,000.
24
<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 68, is the founder, Chief Executive Officer and a
Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and a
general partner in some of the programs previously sponsored by the Sponsor. Mr.
Cooper has been involved in real estate investment and acquisition activities
since 1968. Previously, during 1970 and 1971, he was founder and principal of
Creative Equity Development Corporation, a predecessor of WNC & Associates,
Inc., and of Creative Equity Corporation, a real estate investment firm. For 12
years prior to that, Mr. Cooper was employed by Rockwell International
Corporation, last serving as its manager of housing and urban developments where
he had responsibility for factory-built housing evaluation and project
management in urban planning and development. Mr. Cooper is a Director of the
National Association of Home Builders (NAHB) and a National Trustee for NAHB's
Political Action Committee, a Director of the National Housing Conference (NHC)
and a member of NHC's Executive Committee and a Director of the National
Multi-Housing Council (NMHC). Mr. Cooper graduated from Pomona College in 1956
with a Bachelor of Arts degree.
John B. Lester, Jr., age 65, is President, a Director, Secretary and 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 36, is Executive Vice President, 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 47, is Senior 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.
25
<PAGE>
Michael L. Dickenson, age 42, 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 44, 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 53, is Vice President - National Sales of WNC & Associates,
Inc. and has been employed by the Sponsor since 1989. Mr. Garban has been
involved in real estate investment activities since 1978. Prior to joining the
Sponsor he served as Executive Vice President of MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.
N. Paul Buckland, age 36, is Vice President - Acquisitions of WNC & Associates,
Inc. He has been involved in real estate acquisitions and investments since 1986
and has been employed with WNC & Associates, Inc. since 1994. Prior to that, he
served on the development team of the Bixby Ranch which constructed apartment
units and Class A office space in California and neighboring states, and as a
land acquisition coordinator with Lincoln Property Company where he identified
and analyzed multi-family developments. Mr. Buckland graduated from California
State University, Fullerton in 1992 with a Bachelor of Science degree in
Business Finance.
David Turek, age 44, 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 62, 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.
26
<PAGE>
Item 11. Executive Compensation
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:
(a) Organization and Offering Expenses. The Partnership accrued or paid to the
General Partner or its affiliates as of March 31, 1999 and December 31,
1998 approximately $1,478,935 and $866,800, respectively, for selling
commissions and other fees and expenses of the Partnership's offering of
Units. Of the total accrued or paid, approximately $1,125,655 and $675,500
as of March 31, 1999 and December 31, 1998, respectively, was paid or to be
paid to unaffiliated persons participating in the Partnership's offering or
rendering other services in connection with the Partnership's offering.
(b) Acquisition Fees. Acquisition fees in an amount equal to 7.0% of the gross
proceeds of the Partnership's offering ("Gross Proceeds"). Through March
31, 1999 and December 31, 1998, the aggregate amount of acquisition fees
paid or accrued was approximately $789,740 and $464,500, respectively.
(c) Acquisition Expense. The Partnership accrued to or paid to the General
Partner or its affiliates for acquisition expense expended by such persons
on behalf of the Partnership of approximately $51,849 and $28,800 as of
March 31, 1999 and December 31, 1998, respectively. The limit on this
reimbursement is 1.5% of Gross Proceeds.
(d) Annual Asset Management Fee. An annual asset management fee in an amount
equal to 0.2% of the Invested Assets. "Invested Assets" means the sum of
the Partnership's Investment in Local Limited Partnerships and the
Partnership's allocable share of mortgage loans on and other debts related
to the Housing Complexes owned by such Local Limited Partnerships. Fees of
$8,096 and $0 were incurred during the three months ended March 31, 1999
and December 31, 1998, respectively, of which $0 were paid during the three
months ended March 31, 1999 and December 31, 1998.
(e) Subordinated Disposition Fee. A subordinated disposition fee in an amount
equal to 1% of the sale price received in connection with the sale or
disposition of a Housing Complex. Subordinated disposition fees will be
subordinated to the prior return of the Limited Partners' capital
contributions and payment of the Return on Investment to the Limited
Partners. "Return on Investment" means an annual, cumulative but not
compounded, "return" to the Limited Partners (including Low Income Housing
Credits) as a class on their adjusted capital contributions commencing for
each Limited Partner on the last day of the calendar quarter during which
the Limited Partner's capital contribution is received by the Partnership,
calculated at the following rates: (i) 12% through December 31, 2008, and
(ii) 6% for the balance of the Partnerships term. No disposition fees have
been paid.
(f) Operating Expenses. The Partnership reimbursed the General Partner or its
affiliates for operating expenses of approximately $1,000 and $3,000 during
the three months ended March 31, 1999 and the period ended December 31,
1998, respectively.
(g) Interest in Partnership. The General Partner will receive 1% of the
Partnership's allocated Low Income Housing Credits. No Low Income Housing
Credits have been allocated. The General Partner is also entitled to
receive 1% of cash distributions. There have been no distributions of cash
to the General Partner.
27
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
No person is known to own beneficiary in excess of 5% of the outstanding
Limited Partnership Interests.
(b) Security Ownership of Management
Neither the General Partner, its affiliates, nor any of the officers or
directors of the General Partner or its affiliates own directly or
beneficially any Units in the Partnership.
(c) Changes in Control
The management and control of the General Partner may be changed at any
time in accordance with its organizational documents, without the consent
or approval of the Limited Partners. In addition, the Partnership Agreement
provides for the admission of one or more additional and successor General
Partners in certain circumstances.
First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may
designate one or more persons to be successor or additional General
Partners. In addition, any General Partner may, without the consent of any
other General Partner or the Limited Partners, (i) substitute in its stead
as General Partner any entity which has, by merger, consolidation or
otherwise, acquired substantially all of its assets, stock or other
evidence of equity interest and continued its business, or (ii) cause to be
admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership
will be classified a partnership for Federal income tax purposes. Finally,
a majority-in-interest of the Limited Partners may at any time remove the
General Partner of the Partnership and elect a successor General Partner.
Item 13. 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.
28
<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
Balance Sheets, March 31, 1999 and December 31, 1998
Statements of Operations for the three months ended March 31, 1999
and the period August 20, 1998 (Date Operations Commenced) Through
December 31, 1998
Statements of Partners' Equity (Deficit) for the three months ended
March 31, 1999 and the period August 20, 1998 (Date Operations
Commenced) Through December 31, 1998
Statements of Cash Flows for the three months ended March 31, 1999 and
the period August 20, 1998 (Date Operations Commenced) Through
December 31, 1998
Notes to Financial Statements
(a)(2) Financial statement schedules included in Part IV hereof:
Report of Independent Certified Public Accountants on Financial State-
ment Schedules
Schedule III, Real Estate Owned by Local Limited Partnerships
(b) Reports on form 8-K
1. A Form 8-K dated May 14, 1999 was filed on May 13, 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, filed as
Exhibit 3.1 to Post-Effective Amendment No. 1 to the Registration
Statement, is hereby incorporated herein as Exhibit 3.1.
3.2. First Amendment to Agreement of Limited Partnership dated as of
August 29, 1997 filed as Exhibit 3.2 to Post-Effective Amendment No. 6
to registration Statement, is hereby incorporated herein as Exhibit
3.2.
10.1 Amended and Restated Agreement of Limited Partnership of Trenton Vill-
age Apts., L.P. filed as exhibit 10.1 to the current report on Form 8-K
dated August 11, 1998, is herein incorporated by reference herein as
Exhibit 10.1.
10.2 Second Amended and Restated Agreement of Limited Partnership of United
Development Co., L.P.-97.0. filed as Exhibit 10.1 to the amendment to
the current report on Form 8-K/A dated September 22, 1998, is
herein incorporated herein by reference as Exhibit 10.2.
10.3 First Amendment to the Amended and Restated Agreement of Limited
Partnership of United Development Co., L.P. -97.0 filed as Exhibit 10.2
to the amendment to the current report on Form 8-K/A dated September
22, 1998 is hereby incorporated herein by reference as Exhibit 10.3.
10.4 Amended and Restated Agreement of Limited Partnership of Desloge Assoc-
iates I, L.P. filed as Exhibit 10.1 to the current report on Form 8-K
dated December 11, 1998, is herein incorporated by reference herein as
Exhibit 10.4.
10.5 Amended and Restated Agreement of Limited Partnership of Brighton Ridge
Apartments, L.P. filed as Exhibit 10.1 to the amendment to the current
report on Form 8/KA dated December 28, 1998, is herein incorporated by
reference as Exhibit 10.5.
29
<PAGE>
10.6 First Amendment to the Amended and Restated Agreement of Limited
Partnership of Brighton Ridge Apartments, L.P. filed as Exhibit 10.2 to
the amendment to the current report on Form 8K/A dated December 28, 1998,
is hereby incorporated by reference herein as Exhibit 10.6.
10.7 Second Amendment to the Amended and Restated Agreement of Limited
Partnership of Brighton Ridge Apartments, L.P. filed as Exhibit 10.3 to
the amendment to the current report on Form 8K/A dated December 28, 1998,
is hereby incorporated by reference herein as Exhibit 10.7.
21.1 Financial statements of United Development Co., L.P - 97.0 (60 Homes) for
the year ended December 31, 1998, together with auditors report thereon,
a significant subsidiary of the Partnership.
(d) Financial statement schedules follow as set forth in subsection (a)(2)
hereof.
30
<PAGE>
Report of Independent Certified Public Accountants on
Financial Statement Schedules
To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 6
The audits referred to in our report dated August 10, 1999, relating to the 1999
and 1998 financial statements of WNC Housing Tax Credit Fund VI, L.P., Series 6,
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 information set forth therein.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
August 10, 1999
31
<PAGE>
WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
---------------------------- ------------------------------------------------
As of March 31, 1999 As of December 31, 1998
---------------------------- ------------------------------------------------
Total Amount of Encumbrances
Investment in Investment of Local Property Net
Local Limited Paid Limited and Accumulated Book
Partnership Name Location Partnerships to Date Partnerships Equipment Depreciation Value
- ---------------------------------------------------------------------------------- ------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Brighton Ridge Limited Edgefield, South
Partnership Carolina $ 989,000 $ 396,000 $ 607,000 $ 1,304,000 $ 25,000 $ 1,279,000
Desloge Associates I, L.P. Desloge,
Missouri 1,063,000 872,000 634,000 135,000 - 135,000
Ottowa I, L.P. Oglesby, Illinois 403,000 282,000 - - - -
Preservation Partners I, L.P. Pontiac and
Taylorville,
Illinois 514,000 232,000 - - - -
Trenton Village Apartments, Trenton, Missouri 1,025,000 769,000 - 728,000 - 728,000
L.P.
United Development Co. Memphis,
97.0, L.P Tennessee $ 2,813,000 $ 2,119,000 539,000 940,000 - 940,000
--------- --------- --------- --------- ------- ---------
$ 6,807,000 $ 4,670,000 $ 1,780,000 $ 3,107,000 $ 25,000 $ 3,082,000
========= ========= ========= ========= ======= =========
</TABLE>
32
<PAGE>
WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
For the period August 20, 1998
Through December 31, 1998
---------------------------------------------------------------------------
Year Investment Estimated
Partnership Name Rental Income Net Income Acquired Completion Date
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brighton Ridge Limited Partnership $ 194,000 $ 28,000 1998 1999
Desloge Associates I, L.P. - - 1998 1999
Ottawa I, L.P. - - 1999 1999
Preservation Partners I, L.P. - - 1999 1999
Trenton Village Apartments, L.P. - 8,000 1998 1999
United Development Co. 97.0, L.P - 25,000 1998 1999
-------- -------
$ 194,000 $ 61,000
======== =======
</TABLE>
33
<PAGE>
WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
As of December 31, 1998
------------------------------------------------------------------------------
Total Amount of Encumbrances
Investment in Investment of Local Property Net
Local Limited Paid Limited and Accumulated Book
Partnership Name Location Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Brighton Ridge Limited Edgefield, South
Partnership Carolina $ 989,000 $ 396,000 $ 607,000 $ 1,304,000 $ 25,000 $ 1,279,000
Desloge Associates I, L.P. Desloge,
Missouri 1,063,000 872,000 634,000 135,000 - 135,000
Trenton Village Apartments, Trenton, Missouri 1,025,000 769,000 - 728,000 - 728,000
L.P.
United Development Co. Memphis,
97.0, L.P Tennessee 2,813,000 2,119,000 539,000 940,000 - 940,000
--------- --------- --------- --------- ------- ---------
$ 5,890,000 $ 4,156,000 $ 1,780,000 $ 3,107,000 $ 25,000 $ 3,082,000
========= ========= ========= ========= ======= =========
</TABLE>
34
<PAGE>
WNC Housing Tax Credit Fund VI, L.P. Series 6
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
For the period August 20, 1998
Through December 31, 1998
---------------------------------------------------------------------------
Year Investment Estimated
Partnership Name Rental Income Net Income Acquired Completion Date
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brighton Ridge Limited Partnership $ 194,000 $ 28,000 1998 1999
Desloge Associates I, L.P. - - 1998 1999
Ottawa I, L.P. - - 1999 1999
Preservation Partners I, L.P. - - 1999 1999
Trenton Village Apartments, L.P. - 8,000 1998 1999
United Development Co. 97.0, L.P - 25,000 1998 1999
-------- -------
$ 194,000 $ 61,000
======== =======
</TABLE>
35
<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 6
By: WNC & Associates, Inc. General Partner
By: /s/ John B. Lester, Jr.
John B. Lester, Jr.,
President of WNC & Associates, Inc.
Date: August 23, 1999
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: August 23, 1999
By: /s/ John B. Lester, Jr.
John B. Lester, Jr., Director of WNC & Associates, Inc.
Date: August 23, 1999
By: /s/ Michael L. Dickenson
Michael L. Dickenson,
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date: August 23, 1999
By: /s/ David N. Shafer
David N. Shafer , Director of WNC & Associates, Inc.
Date: August 23, 1999
36
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001037156
<NAME> WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 2,690,665
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,584,035
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,376,189
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 10,054,623
<TOTAL-LIABILITY-AND-EQUITY> 12,376,189
<SALES> 0
<TOTAL-REVENUES> 15,869
<CGS> 0
<TOTAL-COSTS> 19,118
<OTHER-EXPENSES> 47,263
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 44,014
<INCOME-TAX> 0
<INCOME-CONTINUING> 44,014
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 44,014
<EPS-BASIC> 4.26
<EPS-DILUTED> 0
</TABLE>
