FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the 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: 0-20058
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
California 33-0316953
(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
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State the aggregate market value of the voting and non-voting common equity held
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
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PART I.
Item 1. Business
Organization
WNC California Housing Tax Credits, L.P. ("CHTC" or the "Partnership") is a
California Limited Partnership formed under the laws of the State of California
on September 15, 1988. The Partnership was formed to acquire limited partnership
interests in other limited partnerships or limited liability companies ("Local
Limited Partnerships") which own multifamily housing complexes that are eligible
for low-income housing federal and, in certain cases, California income tax
credits ("Low Income Housing Credits").
The general partners of the Partnership are WNC & Associates, Inc.
("Associates") and Wilfred N. Cooper, Sr. (collectively, the "General Partner"
or ("General Partners"). 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 March 16, 1989, the Partnership commenced a public offering of
10,000 Units of Limited Partnership Interest ("Units") at a price of $1,000 per
Unit. As of the close of the public offering on October 31, 1990, a total of
7,450 Units representing $7,450,000 had been sold. 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 Supplement No. 1 through Supplement No. 9 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
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As of March 31, 2000, the Partnership had invested in eleven Local Limited
Partnerships. Each of these Local Limited Partnerships owns a Housing Complex
that is eligible for the federal Low Income Housing Credit and eight of them
were eligible for the California 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 eleven Housing Complexes as of the dates and for the
periods indicated:
4
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<TABLE>
<CAPTION>
------------------------------- -----------------------------------------------------
As of March 31, 2000 As of December 31, 1999
------------------------------- -----------------------------------------------------
Partnership s
Total Investment Amount of Estimated Low Encumbrances of
Partnership General in Local Limited Investment Number Income Housing Local Limited
Name Location Partner Name Partnerships Paid to Date of Units Occupancy Credits Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alta Vista Orosi, Philip R.
Investors California Hammond,Jr.
and Diane M.
Hammond $ 583,000 $ 583,000 42 98% $ 1,274,000 $ 1,436,000
BCA Anderson, Douglas W.
Associates California Young 514,000 514,000 40 93% 1,105,000 1,425,000
Cloverdale Cloverdale, David J.
Garden California Michael,
Apartments Patrick R.
Sabelhaus and
Professional
Apartment
Management 617,000 617,000 34 100% 1,387,000 1,638,000
Countryway Mendota, Philip
Associates California R. Hammond,
Jr.and Diane
M. Hammond 571,000 571,000 41 90% 1,162,000 1,478,000
East Garden Jamestown, David J.
Apartments California Michael and
Professional
Apartment
Management 770,000 770,000 51 100% 1,772,000 2,156,000
HPA Investors Shafter, Douglas W.
California Young 538,000 538,000 42 83% 1,223,000 1,511,000
Knights Knights Douglas W.
Landing Landing, Young and
Harbor California Diane L.
Young 275,000 275,000 25 100% 446,000 984,000
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
------------------------------- ----------------------------------------------------
As of March 31, 2000 As of December 31, 1999
------------------------------- -----------------------------------------------------
Partnership s
Total Investment Amount of Estimated Low Encumbrances of
Partnership General in Local Limited Investment Number Income Housing Local Limited
Name Location Partner Name Partnerships Paid to Date of Units Occupancy Credits Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Midland Manor Mendota, Philip R.
Associates California Hammond, Jr.
and Diane M.
Hammond 383,000 383,000 40 93% 668,000 1,428,000
San Jacinto San Jacinto, Richard
Associates California Parasol and
Richard A
Gullota 469,000 469,000 38 79% 830,000 1,786,000
Woodlake Woodlake, Thomas G.
Manor California Larson,
William H.
Larson and
Raymond L
Tetzlaff 545,000 545,000 44 98% 1,146,000 1,456,000
Yreka Yreka, Ronald D.
Investment California Bettencourt 538,000 538,000 36 97% 1,174,000 1,471,000
Group
$ 5,803,000 $ 5,803,000 433 94% $ 12,187,000 $ 16,769,000
</TABLE>
6
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<TABLE>
<CAPTION>
------------------------------------
For the Year Ended December 31, 1999
------------------------------------
Partnership Low Income Housing Credits
Name Rental Income Net Loss Allocated to Partnership
-------------------------------------------------- ---------------------------
<S> <C> <C> <C>
Alta Vista
Investors $ 161,000 $ (36,000) 99%
BCA
Associates 150,000 (32,000) 99%
Cloverdale
Garden
Apartments 181,000 (30,000) 99%
Countryway
Associates 165,000 (49,000) 99%
East
Garden
Apartments 227,000 (29,000) 99%
HPA
Investors 158,000 (40,000) 99%
Knights
Landing Harbor 120,000 (13,000) 99%
Midland Manor
Associates 147,000 (44,000) 99%
San Jacinto
Associates 130,000 (55,000) 99%
Woodlake Manor 178,000 (57,000) 99%
Yreka Investment
Group 155,000 (26,000) 99%
$ 1,772,000 $ (411,000)
</TABLE>
7
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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 were 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, 2000, there were 685 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.
Item 5b.
NOT APPLICABLE
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 1996 1995
----------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash $ 47,877 $ 61,123 $ 66,028 $ 78,109 $ 83,943 $ 84,504
equivalents
Investments in limited 1,187,690 1,508,351
partnerships, net 1,595,464 2,001,822 2,442,547 2,943,052
Other assets - - - - - 358
----------- ------------ ----------- ----------- ----------- -----------
$ 1,235,567 $ 1,569,474 $ 1,661,492 $ 2,079,931 $ 2,526,490 $ 3,027,914
=========== ============ =========== =========== =========== ===========
LIABILITIES
Accrued fees and
expenses due to
general partner and
affiliates $ 957,395 $ 848,503 $ 820,365 $ 705,925 $ 594,248 $ 483,938
PARTNERS' EQUITY 278,172 720,971 841,127 1,374,006 1,932,242 2,543,976
----------- ------------ ----------- ----------- ----------- -----------
$ 1,235,567 $ 1,569,474 $ 1,661,492 $ 2,079,931 $ 2,526,490 $ 3,027,914
=========== ============ =========== =========== =========== ===========
</TABLE>
8
<PAGE>
Selected results of operations, cash flows and other information for the
Partnership are as follows for the periods indicated:
<TABLE>
<CAPTION>
For the Year For the Three Months For the Years Ended
Ended March 31 Ended March 31 December 31
-------------- -------------------------- --------------------------------------------------------
2000 1999 1998 1998 1997 1996 1995
---------- ----------- ------------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(Unaudited)
Loss from operations $ (142,543) $ (37,519) $ (32,603) $ (144,721) $ (137,368) $ (135,167) $ (141,895)
Equity in losses of
limited partnerships (300,256) (82,637) (104,625) (388,158) (420,868) (476,567) (412,291)
---------- ----------- ------------- ----------- ----------- ------------ -----------
Net loss $ (442,799) $ (120,156) $ (137,228) $ (532,879) $ (558,236) $ (611,734) $ (554,186)
========== =========== ============= =========== =========== ============ ===========
Net loss allocated to:
General partners $ (4,428) $ (1,202) $ (1,372) $ (5,329) (5,582) $ (6,117) $ 5,542)
========== =========== ============= =========== =========== ============ ===========
Limited partners $ (438,371) $ (118,954) $ (135,856) $ (527,550) $ (552,654) $ (605,617) $ (548,644)
========== =========== ============= =========== =========== ============ ===========
Net loss per limited
partnership unit $ (58.84) $ (15.97) $ (18.24) $ (70.81) $ (74.18) $ (81.29) $ (73.64)
========== =========== ============= =========== =========== ============ ===========
Outstanding weighted
limited partner units 7,450 7,450 7,450 7,450 7,450 7,450 7,450
========== =========== ============= =========== =========== ============ ===========
</TABLE>
<TABLE>
For the Year For the Three Months Ended For the Years Ended
Ended March 31 March 31 December 31
-------------- ---------------------------- -------------------------------------------------------
2000 1999 1998 1998 1997 1996 1995
-------------- ---------- ------------- ----------- ----------- ------------ -----------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Net cash provided by
(used in):
Operating activities $ (18,747) $ (5,655) $ 546 $ (15,377) $ (10,787) $ (9,595) $ (14,624)
Investing activities 5,501 750 535 3,296 4,953 9,034 5,402
----------- ---------- ------------- ----------- ----------- ------------ -----------
Net change in cash and
cash equivalents (13,246) (4,905) 1,081 (12,081) (5,834) (561) (9,222)
Cash and cash
equivalents,
beginning of period 61,123 66,028 78,109 78,109 83,943 84,504 93,726
----------- ---------- ------------- ----------- ----------- ------------ -----------
Cash and cash
equivalents, end of
period $ 47,877 $ 61,123 $ 79,190 $ 66,028 $ 78,109 $ 83,943 $ 84,504
=========== ========== ============= =========== =========== ============ ===========
</TABLE>
Low Income Housing Credit per Unit was as follows for the years ended
December 31:
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Federal $ 99 $ 99 $ 99 $ 99 $ 99
State - - - - -
------------- ------------- ------------- ------------- -------------
Total $ 99 $ 99 $ 99 $ 99 $ 99
============= ============= ============= ============= =============
</TABLE>
9
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial Condition
The Partnership s assets at March 31, 2000 consisted primarily of $47,877 in
cash and aggregate investments in the eleven Local Limited Partnerships of
$1,187,690. Liabilities at March 31, 2000 primarily consisted of $957,395 of
accrued annual management fees due to the General Partners.
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 $(443,000),
reflecting a decrease of $90,000 from the net loss experienced for the year
ended December 31, 1998. The decline in net loss is primarily due to equity in
losses from limited partnerships which declined by $88,000 to $(300,000) for the
year ended March 31, 2000 from $(388,000) for the year ended December 31, 1998.
This decrease was a result of the Partnership not recognizing certain losses of
the Local Limited Partnerships. The investments in such Local Limited
Partnerships had reached $0 at March 31, 2000. Since the Partnership s liability
with respect to its investments is limited, losses in excess of investment are
not recognized.
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
$(120,000), reflecting a decrease of $17,000 from the net loss experienced for
the three months ended March 31, 1998. The decline in net loss is primarily due
to equity in losses from limited partnerships which declined by $22,000 to
$(83,000) for the three months ended March 31, 1999 from $(105,000) for the
three months ended March 31, 1998. This decrease was a result of the Partnership
not recognizing certain losses of the Local Limited Partnerships. The
investments in such Local Limited Partnerships had reached $0 at March 31, 1999.
Since the Partnership s liability with respect to its investments is limited,
losses in excess of investment are not recognized. The reduction in equity
losses recognized was partially offset by an increase in loss from operations of
$5,000 for the three months ended March 31, 1999 to $(37,000), from $(32,000)
for the three months ended March 31, 1998, due to a comparable increase in
operating expense allocations.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997. The
Partnership s net loss for 1998 was $(533,000), reflecting a decrease of $25,000
from the net loss experienced in 1997. The decline in net loss is primarily due
to equity in losses from limited partnerships which declined to $(388,000) in
1998 from $(421,000) in 1997. This decrease was a result of the Partnership not
recognizing certain losses of the Local Limited Partnerships. The investments in
such Local Limited Partnerships reached $0 during 1998. Since the Partnership s
liability with respect to its investments is limited, losses in excess of
investment are not recognized. The reduction in equity losses recognized was
partially offset by an increase in loss from operations of ($8,000) in 1998 to
$(145,000), from $(137,000) in 1997, due to a comparable increase in operating
expense allocations.
Cash Flows
Year Ended March 31, 2000 Compared to Year Ended December 31, 1998. Net cash
used during the year ended March 31, 2000 was $(13,000), compared to net cash
used for the year ended December 31, 1998 of $(12,000). The net cash used
primarily represents cash used for operating expenses net of minimal cash
distributions from Local Limited Partnerships.
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
Net cash used during the three months ended March 31, 1999 was $(5,000),
compared to a net increase in cash for the three months ended March 31, 1998 of
$1,000. The change was due primarily to an increase in operating costs paid to
third parties.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997. Net cash
used in 1998 was $(12,000), compared to net cash used in 1997 of $(6,000). The
change was due primarily to an increase in operating costs paid to third parties
and a decline in distributions from Local Limited Partnerships.
During the year ended March 31, 2000 and the three months ended March 31, 1999,
accrued payables, which consist primarily of related party management fees due
to the General Partner, increased by $109,000 and $28,000, respectively. The
General Partner does not anticipate that these accrued fees will be paid until
such time as capital reserves are in excess of future foreseeable working
capital requirements of the partnership.
10
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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 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 issues 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.
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.
11
<PAGE>
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 California Housing Tax Credits, L.P.
We have audited the accompanying balance sheets of WNC California Housing Tax
Credits, L.P. (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 2 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 77%, 80% and 80% 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 California Housing Tax Credits, L.P. (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
May 5, 2000
13
<PAGE>
INDEPENDENT AUDITORS REPORT
To the Partners
WNC California Housing Tax Credits, L.P.
We have audited the statement of operations, partners equity (deficit) and cash
flows of WNC California Housing Tax Credits, L.P. (a California Limited
Partnership) (the Partnership) for the year ended 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 California Housing Tax Credits, L.P. is a limited partner. These
investments, as discussed in Note 2 to the financial statements, are accounted
for by the equity method. The investments in these limited partnerships
represented 96% of the total assets of WNC California Housing Tax Credits, L.P.
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 California Housing Tax
Credits, L.P. (a California Limited Partnership) for the year ended December 31,
1997, in conformity with generally accepted accounting principles.
/s/ CORBIN & WERTZ
CORBIN & WERTZ
Irvine, California
March 18, 1998
14
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31 December 31
------------------------------- --------------
2000 1999 1998
-------------- -------------- --------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 47,877 $ 61,123 $ 66,028
Investments in limited partnerships, net (Note 2) 1,187,690 1,508,351 1,595,464
-------------- -------------- -------------
$ 1,235,567 $ 1,569,474 $ 1,661,492
============== ============== =============
LIABILITIES AND PARTNERS EQUITY
(DEFICIT)
Liabilities:
Accrued fees and expenses due to $ 957,395 $ 848,503 $ 820,365
General Partner and affiliates (Note 3)
Commitments and contingencies
Partners equity (deficit):
General partners (62,059) (57,631) (56,429)
Limited partners (10,000 units authorized;
7,450 units issued and outstanding) 340,231 778,602 897,556
-------------- -------------- -------------
Total partners equity 278,172 720,971 841,127
-------------- -------------- -------------
$ 1,235,567 $ 1,569,474 $ 1,661,492
============== ============== =============
</TABLE>
See accompanying notes to financial statements
15
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the
Three
For the Months
Year Ended Ended For the Years Ended
March 31 March 31 December 31
------------ ------------ -----------------------------
2000 1999 1998 1997
------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Interest income $ 1,817 $ 465 $ 2,166 $ 2,227
Operating expenses:
Amortization (Note 2) 14,904 3,726 14,904 14,904
Asset management fees (Note 3) 111,855 27,923 111,691 111,691
Legal and accounting 12,807 4,553 4,000 5,339
Office 4,794 1,782 16,292 7,661
------------- ------------ ------------ -------------
Total operating expenses 144,360 37,984 146,887 139,595
------------- ------------ ------------ -------------
Loss from operations (142,543) (37,519) (144,721) (137,368)
Equity in losses of limited
partnerships (Note 2) (300,256) (82,637) (388,158) (420,868)
------------- ------------ ------------ -------------
Net loss $ (442,799) $ (120,156) $ (532,879) $ (558,236)
============= ============ ============ =============
Net loss allocated to:
General partners $ (4,428) $ (1,202) $ (5,329) $ (5,582)
============= ============ ============ =============
Limited partners $ (438,371) $ (118,954) $ (527,550) $ (552,654)
============= ============ ============ =============
Net loss per limited partnership unit $ (58.84) $ (15.97) $ (70.81) $ (74.18)
============= ============ ============ =============
Outstanding weighted limited partner units 7,450 7,450 7,450 7,450
============= ============ ============ =============
</TABLE>
See accompanying notes to financial statements
16
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
STATEMENTS OF PARTNERS EQUITY (DEFICIT)
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
--------------- --------------- ---------------
<S> <C> <C> <C>
Partners equity (deficit) at January 1, 1997 $ (45,518) $ 1,977,760 $ 1,932,242
Net loss (5,582) (552,654) (558,236)
--------------- --------------- ---------------
Partners equity (deficit) at December 31, 1997 (51,100) 1,425,106 1,374,006
Net loss (5,329) (527,550) (532,879)
--------------- --------------- ---------------
Partners equity (deficit) at December 31, 1998 (56,429) 897,556 841,127
Net loss (1,202) (118,954) (120,156)
--------------- --------------- ---------------
Partners equity (deficit) at March 31, 1999 (57,631) 778,602 720,971
Net loss (4,428) (438,371) (442,799)
--------------- --------------- ---------------
Partners equity (deficit) at March 31, 2000 $ (62,059) $ 340,231 $ 278,172
=============== =============== ===============
</TABLE>
See accompanying notes to financial statements
17
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the For the
Year Ended Three Months For the Years Ended
March 31 Ended March 31 December 31
------------ -------------- ----------------------------
2000 1999 1998 1997
------------ -------------- ------------ ------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (442,799) $ (120,156) $ (532,879) $ (558,236)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Amortization 14,904 3,726 14,904 14,904
Equity in losses of limited partnerships 300,256 82,637 388,158 420,868
Change in accrued fees and expenses due to
General Partner and affiliates 108,892 28,138 114,440 111,677
------------ -------------- ------------ ------------
Net cash used in operating activities (18,747) (5,655) (15,377) (10,787)
------------ -------------- ------------ ------------
Cash flows provided by investing activities:
Distributions from limited partnerships 5,501 750 3,296 4,953
------------ -------------- ------------ ------------
Net decrease in cash and cash equivalents (13,246) (4,905) (12,081) (5,834)
Cash and cash equivalents, beginning of period 61,123 66,028 78,109 83,943
------------ -------------- ------------ ------------
Cash and cash equivalents, end of period $ 47,877 $ 61,123 $ 66,028 $ 78,109
============ ============== ============ ============
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Taxes paid $ 800 $ - $ 800 $ 800
============ ============== ============ ============
</TABLE>
See accompanying notes to financial statements
18
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
WNC California Housing Tax Credits, L.P., a California Limited Partnership (the
"Partnership"), was formed on September 15, 1988 under the laws of the State of
California. 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 Complex) 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
maintaining, operating and managing the Housing Complex.
WNC & Associates, Inc., a California corporation (WNC), and Wilfred N. Cooper,
Sr., are general partners of the Partnership (the "General Partners"). Wilfred
N. Cooper, Sr., through the Cooper Revocable Trust owns 66.8% of the outstanding
stock of WNC. 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 WNC. Wilfred N. Cooper, Jr., President of WNC, owns 2.1% of the
outstanding stock of WNC.
The Partnership shall continue to be in full force and effect until December 31,
2037 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 10,000 units at $1,000
per Unit ("Units"). The offering of Units concluded in October 1990 at which
time 7,450 Units representing subscriptions in the amount of $7,450,000, had
been accepted. The General Partners have a 1% interest in operating profits and
losses, taxable income and losses, in 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 Partners have received proceeds
equal to their capital contributions from the remainder, any additional sale or
refinancing proceeds will be distributed 99% to the limited partners (in
proportion to their respective investments) and 1% to the General Partners.
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 2.
19
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
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 Partners.
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
Partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership in acquiring the investments are capitalized as part of the
investment and are being amortized over 30 years (see Note 2).
Losses from limited partnerships for the years ended December 31, 1999, 1998 and
1997 have been recorded by the Partnership based on reported results provided by
the Local Limited Partnerships. Losses from limited partnerships for the three
months ended March 31, 1999 have been estimated by management of the
Partnership. Losses from Local 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 limited
partnerships allocated to the Partnership are not recognized to the extent that
the investment balance would be adjusted below zero.
20
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
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 selling limited
partnership interests in the Partnership. WNC is obligated to pay all offering
and organization costs in excess of 15% (including sales commissions) of the
total offering proceeds. Offering expenses are reflected as a reduction of
limited partners' capital and amounted to $946,704 at the end of all periods
presented.
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 no cash
equivalents.
Net Loss Per Limited Partner Unit
Net loss per limited partnership unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net loss 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 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.
21
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
As of the periods presented, the Partnership has acquired limited partnership
interests in eleven Local Limited Partnerships each of which owns one Housing
Complex consisting of an aggregate of 433 apartment units. 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 Local Limited Partnership's as shown in the
balance sheets at March 31, 2000 and 1999, are approximately $208,000 and
$118,000, respectively, greater than the Partnership's equity at the preceding
December 31 as shown in the Local Limited Partnerships combined financial
statements presented below. This difference is primarily due to unrecorded
losses as discussed below, and acquisition, selection and other costs related to
the acquisition of the investments which have been capitalized in the
Partnership s investment account. The Partnership s investment is also lower
than the Partnership's equity as shown in the Local Limited Partnership's
combined financial statements due to the estimated losses recorded by the
Partnership for the three month period ended March 31.
Equity in losses of the Local Limited Partnerships is recognized in the
financial statements until the related investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the Partnership will resume applying the equity method only after its share of
such net income equals the share of net losses not recognized during the
period(s) the equity method was suspended.
Distributions received by limited partners are accounted for as a reduction of
the investment balance. Distributions received after the investment has reached
zero are recognized as income.
At March 31, 2000, the investment accounts in certain Local Limited Partnerships
have reached a zero balance. Consequently, a portion of the Partnership's
estimate of its share of losses for the year ended March 31, 2000 and the three
month period ended March 31, 1999, amounting to approximately $103,000 and
$23,000, respectively, have not been recognized. The Partnership's share of
losses during the year ended December 31, 1998 amounting to approximately
$32,000 have not been recognized. As of March 31, 2000, the aggregate share of
net losses not recognized by the Partnership amounted to $158,000.
The following is a summary of the equity method activity of the investments in
Local Limited Partnerships for the periods presented:
<TABLE>
<CAPTION>
For the
Three Months
For the Year Ended For the Years Ended
Ended March 31 March 31 December 31
-------------- -------------- --------------------------------
2000 1999 1998 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Investments per balance sheet, beginning of period $ 1,508,351 $ 1,595,464 $ 2,001,822 $ 2,442,547
Equity in losses of limited partnerships (300,256) (82,637) (388,158) (420,868)
Distributions received (5,501) (750) (3,296) (4,953)
Amortization of paid acquisition fees and costs (14,904) (3,726) (14,904) (14,904)
-------------- -------------- -------------- --------------
Investments per balance sheet, end of period $ 1,187,690 $ 1,508,351 $ 1,595,464 $ 2,001,822
============== ============== ============== ==============
</TABLE>
22
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
NOTE 2 - 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 Local Limited Partnerships as of December
31 and for the years then ended is as follows:
<TABLE>
<CAPTION>
COMBINED CONDENSED BALANCE SHEETS
1999 1998
--------------- ---------------
<S> <C> <C>
ASSETS
Buildings and improvements (net of accumulated
depreciation for 1999 and 1998 of $6,043,000 and
$5,420,000, respectively) $ 15,564,000 $ 16,079,000
Land 1,484,000 1,484,000
Other assets 1,510,000 1,465,000
--------------- ---------------
$ 18,558,000 $ 19,028,000
=============== ===============
LIABILITIES
Mortgage loans payable $ 16,769,000 $ 16,811,000
Due to related parties 347,000 348,000
Other liabilities 163,000 158,000
--------------- ---------------
17,279,000 17,317,000
--------------- ---------------
PARTNERS' CAPITAL
WNC California Housing Tax Credits, L.P. 980,000 1,390,000
Other partners 299,000 321,000
--------------- ---------------
1,279,000 1,711,000
--------------- ---------------
$ 18,558,000 $ 19,028,000
=============== ===============
</TABLE>
23
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
<TABLE>
<CAPTION>
COMBINED CONDENSED STATEMENTS OF OPERATIONS
1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Revenues $ 1,849,000 $ 1,828,000 $ 1,802,000
--------------- --------------- ---------------
Expenses:
Operating expenses 1,237,000 1,251,000 1,199,000
Interest expense 401,000 400,000 410,000
Depreciation and amortization 622,000 602,000 618,000
--------------- --------------- ---------------
Total expenses 2,260,000 2,253,000 2,227,000
--------------- --------------- ---------------
Net loss $ (411,000) $ (425,000) $ (425,000)
=============== =============== ===============
Net loss allocable to the Partnership $ (407,000) $ (420,000) $ (421,000)
=============== =============== ===============
Net loss recorded by the Partnership $ (300,000) $ (388,000) $ (421,000)
=============== =============== ===============
</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 Partners may be
required to sustain 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 3 - RELATED PARTY TRANSACTIONS
Under the terms of the Partnership Agreement, the Partnership has paid or is
obligated to the General Partners or their affiliates for the following items:
Acquisition fees equal to 6% 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 the end of all periods presented, the
Partnership incurred acquisition fees of $447,060. Accumulated amortization
of these capitalized costs was $205,587, $190,683 and $186,957 as of March
31, 2000 and 1999, and December 31, 1998, respectively.
Reimbursement of costs incurred by the General Partners or an affiliate in
connection with the acquisition of the Local Limited Partnerships. These
reimbursements have not exceeded 3% of the gross proceeds. As of the end of
all periods presented, the Partnership incurred acquisition costs of
$32,018 which have been included in investments in limited partnerships.
Such costs were fully amortized at December 31, 1997.
An annual management fee equal to 0.5% of the invested assets of the Local
Limited Partnerships, including the Partnerships allocable share of the
mortgages. Management fees of $111,855 and $27,923 were incurred during the
year ended March 31, 2000 and the three months ended March 31, 1999,
respectively, and $111,691 were incurred for 1998 and 1997, of which $0 was
paid during the year ended March 31, 2000, the three months ended March 31,
1999 and the years ended December 31, 1998 and 1997.
24
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
NOTE 3 - RELATED PARTY TRANSACTIONS, continued
The accrued fees and expenses due to the General Partners and affiliates consist
of the following as of the dates indicated:
<TABLE>
<CAPTION>
March 31 December 31
--------------------------- --------------
2000 1999 1998
<S> <C> <C> <C>
------------ ----------- --------------
Reimbursement for expenses paid by the General Partners
or an affiliate $ - $ 2,963 $ 2,748
Asset management fee payable 957,395 845,540 817,617
------------ ----------- --------------
Total $ 957,395 $ 848,503 $ 820,365
============ =========== ==============
</TABLE>
The General Partners do not anticipate that these accrued fees will be paid
until such time as capital reserves are in excess of future foreseeable working
capital requirements of the Partnership.
NOTE 4 - INCOME TAXES
No provision for income taxes has been recorded in the financial statements as
any liability for income taxes is the obligation of the partners of the
Partnership.
25
<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 Chief Executive Officer, 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, Chief Executive Officer,
Chairman 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, 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 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.
26
<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 during the current or future years for the following
fees:
(a) Annual Asset Management Fee. An annual asset management fee in an amount
equal to 0.5% of the Invested Assets of the Partnership, as defined.
"Invested Assets" means 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 $112,000, $28,000 and
$112,000 were incurred during the year ended March 31, 2000, the three
months ended March 31, 1999, and the year ended December 31, 1998,
respectively. The Partnership paid the General Partners and or their
affiliates $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.
27
<PAGE>
(b) Operating Expense. The Partnership reimbursed the General Partner or its
affiliates for operating expenses of approximately $7,000, $6,000 and
$3,000 during the year ended March 31, 2000, the three months ended March
31, 1999, and the year ended December 31, 1998, respectively.
(c) Interest in Partnership. The General Partners receive 1% of the
Partnership's allocated Low Income Housing Credits, which approximated
$6,700 for Associates and $750 for Mr. Cooper for the calendar 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 Partners during the year ended March 31, 2000, the
three months ended March 31, 1999, and 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 the General Partners to own beneficially in excess of
5% of the outstanding Units.
(b) Security Ownership of Management
Neither the General Partners, their affiliates, nor any of the officers or
directors of the corporate General Partner or its affiliates own directly
or beneficially any Units in the Partnership.
(c) Changes in Control
The management and control of the corporate 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 Partners manage all of the Partnership's affairs. The transactions
with the General Partners are primarily in the form of fees paid by the
Partnership for services rendered to the Partnership and the General Partner's
interests 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
Independent Auditors' Report
Balance Sheets, March 31, 2000 and 1999, and December 31, 1998
Statements of Operations for the year ended March 31, 2000 and the
three months ended March 31, 1999, and for the years ended December
31, 1998 and 1997
Statements of Partners' Equity (Deficit) for the year ended March 31,
2000 and the three months ended March 31, 1999 and for the years ended
December 31, 1998 and 1997
Statements of Cash Flows for the year ended March 31, 2000 and the
three months ended March 31, 1999 and for the years ended December 31,
1998 and 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.
(c) Exhibits.
3.1 Agreement of Limited Partnership dated September 15, 1988; included as
Exhibit B to the Prospectus, which was filed as Exhibit 28.1 to Form
10-K for the year ended December 31, 1992 is hereby incorporated
herein as Exhibit 3.1.
10.1 Amended and Restated Agreement of Limited Partnership of Countryway
Associates filed as exhibit 10.1 on Form 10-K dated December 31, 1992
is hereby incorporated herein as exhibit 10.1.
10.2 Amended and Restated Agreement of Limited Partnership of Alta Vista
Investors filed as exhibit 10.2 on Form 10-K dated December 31, 1992
is hereby incorporated herein as exhibit 10.2.
10.3 Amended and Restated Agreement of Limited Partnership of Yreka
Investment Group filed as exhibit 10.3 on Form 10-K dated December 31,
1992 is hereby incorporated herein as exhibit 10.3.
10.4 Amended and Restated Agreement of Limited Partnership of BCA
Associates filed as exhibit 10.7 on Form 10-K dated December 31, 1992
is hereby incorporated herein as exhibit 10.4.
10.5 Amended and Restated Agreement of Limited Partnership of HPA Investors
filed as exhibit 10.8 on Form 10-K dated December 31, 1992 is hereby
incorporated herein as exhibit 10.5.
10.6 Amended and Restated Agreement of Limited Partnership of Cloverdale
Garden Apartments filed as exhibit 10.11 on Form 10-K dated December
31, 1992 is hereby incorporated herein as exhibit 10.6.
10.7 Amended and Restated Agreement of Limited Partnership of Knights
Landing Harbor filed as exhibit 10.13 on Form 10-K dated December 31,
1992 is hereby incorporated herein as exhibit 10.7.
10.8 Amended and Restated Agreement of Limited Partnership of Woodlake
Manor filed as exhibit 10.16 on Form 10-K dated December 31, 1992 is
hereby incorporated herein as exhibit 10.8.
29
<PAGE>
10.9 Amended and Restated Agreement of Limited Partnership of East Garden
Apartments filed as exhibit 10.18 on Form 10-K dated December 31, 1992
is hereby incorporated herein as exhibit 10.9.
10.10 Amended and Restated Agreement of Limited Partnership of Midland Manor
Associates filed as exhibit 10.26 on Form 10-K dated December 31, 1992
is hereby incorporated herein as exhibit 10.10.
10.11 Amended and Restated Agreement of Limited Partnership of San Jacinto
Associates filed as exhibit 10.27 on Form 10-K dated December 31, 1992
is hereby incorporated herein as exhibit 10.11.
21.1 Financial Statements of Yreka Investment Group, for the years ended
December 31, 1999 and 1998 together with Independent 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
Schedule
To the Partners
California Housing Tax Credits, L.P.
The audits referred to in our report dated May 5, 2000, relating to the 2000,
1999 and 1998 financial statements of WNC California Housing Tax Credits, L.P.
(the "Partnership"), which are contained in Item 8 of this Form 10-K, included
the audit of the accompanying financial statement schedules. The financial
statement schedules are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statement schedules
based upon our audits.
In our opinion, such financial statement schedules present fairly, in all
material respects, the financial information set forth therein.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
May 5, 2000
31
<PAGE>
<TABLE>
<CAPTION>
WNC California Housing Tax Credits, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
------------------------------------ --------------------------------------------------------------
As of March 31, 2000 As of December 31, 1999
------------------------------------ --------------------------------------------------------------
Partnership's Total Amount of Encumbrances of
Partnership Investment in Local Investment Local Limited Property and Accumulated
Name Location Limited Partnerships Paid to Date Partnerships Equipment Depreciation Net Book Value
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alta Vista Orosi,
Investors California $ 583,000 $ 583,000 $ 1,436,000 $ 2,044,000 $ 709,000 $ 1,335,000
BCA Anderson,
Associates California 514,000 514,000 1,425,000 2,017,000 517,000 1,500,000
Cloverdale Cloverdale,
Garden California 617,000 617,000 1,638,000 2,154,000 428,000 1,726,000
Apartments
Countryway Mendota,
Associates California 571,000 571,000 1,478,000 2,085,000 741,000 1,344,000
East Garden Jamestown,
Apartments California 770,000 770,000 2,156,000 2,901,000 573,000 2,328,000
HPA Shafter,
Investors California 538,000 538,000 1,511,000 2,186,000 542,000 1,644,000
Knights Knights
Landing Landing,
Harbor California 275,000 275,000 984,000 1,350,000 343,000 1,007,000
Midland
Manor Mendota,
Associates California 383,000 383,000 1,428,000 1,824,000 575,000 1,249,000
San Jacinto San Jacinto,
Associates California 469,000 469,000 1,786,000 2,349,000 417,000 1,932,000
Woodlake Woodlake,
Manor California 545,000 545,000 1,456,000 2,137,000 744,000 1,393,000
Yreka
Investment Yreka,
Group California 538,000 538,000 1,471,000 2,044,000 454,000 1,590,000
----------- ---------- ----------- ----------- ---------- -----------
$ 5,803,000 $ 5,803,000 $ 16,769,000 $ 23,091,000 $ 6,043,000 $ 17,048,000
=========== ========== =========== =========== ========== ===========
</TABLE>
32
<PAGE>
WNC California Housing Tax Credits, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
For the year ended December 31, 1999
------------------------------------------------------------------------------------------------
Year Investment Estimated Useful Life
Partnership Name Rental Income Net Loss Acquired Status (Years)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alta Vista Investors $ 161,000 $ (36,000) 1989 Completed 27.5
BCA Associates 150,000 (32,000) 1989 Completed 40
Cloverdale Garden Apartments 181,000 (30,000) 1989 Completed 40
Countryway Associates 165,000 (49,000) 1989 Completed 27.5
East Garden Apartments 227,000 (29,000) 1989 Completed 40
HPA Investors 158,000 (40,000) 1989 Completed 40
Knights Landing Harbor 120,000 (13,000) 1989 Completed 40
Midland Manor Associates 147,000 (44,000) 1990 Completed 27.5
San Jacinto Associates 130,000 (55,000) 1990 Completed 50
Woodlake Manor 178,000 (57,000) 1989 Completed 30
Yreka Investment Group 155,000 (26,000) 1989 Completed 50
----------- ----------
$ 1,772,000 $ (411,000)
=========== ==========
</TABLE>
33
<PAGE>
WNC California Housing Tax Credits, L.P.
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 Total Amount of Encumbrances of
Partnership Investment in Local Investment Local Limited Property Accumulated
Name Location Limited Partnerships Paid to Date Partnerships and Equipment Depreciation Net Book Value
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alta Vista Orosi,
Investors California $ 583,000 $ 583,000 $ 1,440,000 $ 2,038,000 $ 636,000 $ 1,402,000
BCA Anderson,
Associates California 514,000 514,000 1,429,000 2,014,000 471,000 1,543,000
Cloverdale
Garden Cloverdale,
Apartments California 617,000 617,000 1,642,000 2,136,000 375,000 1,761,000
Countryway Mendota,
Associates California 571,000 571,000 1,481,000 2,085,000 668,000 1,417,000
East Garden Jamestown,
Apartments California 770,000 770,000 2,161,000 2,886,000 499,000 2,387,000
HPA Shafter,
Investors California 538,000 538,000 1,516,000 2,158,000 489,000 1,669,000
Knights Knights
Landing Landing,
Harbor California 275,000 275,000 986,000 1,345,000 312,000 1,033,000
Midland
Manor Mendota,
Associates California 383,000 383,000 1,431,000 1,821,000 512,000 1,309,000
San Jacinto San Jacinto,
Associates California 469,000 469,000 1,790,000 2,349,000 374,000 1,975,000
Woodlake Woodlake,
Manor California 545,000 545,000 1,460,000 2,108,000 667,000 1,441,000
Yreka
Investment Yreka,
Group California 538,000 538,000 1,475,000 2,043,000 417,000 1,626,000
----------- ---------- ----------- ----------- ---------- -----------
$ 5,803,000 $ 5,803,000 $ 16,811,000 $ 22,983,000 $ 5,420,000 $ 17,563,000
=========== ========== =========== =========== ========== ===========
</TABLE>
34
<PAGE>
WNC California Housing Tax Credits, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
For the year ended December 31, 1998
------------------------------------------------------------------------------------------------
Year Investment Estimated Useful Life
Partnership Name Rental Income Net Loss Acquired Status (Years)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alta Vista Investors $ 153,000 $ (47,000) 1989 Completed 27.5
BCA Associates 151,000 (16,000) 1989 Completed 40
Cloverdale Garden Apartments 176,000 (25,000) 1989 Completed 40
Countryway Associates 167,000 (34,000) 1989 Completed 27.5
East Garden Apartments 218,000 (42,000) 1989 Completed 40
HPA Investors 161,000 (63,000) 1989 Completed 40
Knights Landing Harbor 118,000 (21,000) 1989 Completed 40
Midland Manor Associates 151,000 (45,000) 1990 Completed 27.5
San Jacinto Associates 118,000 (80,000) 1990 Completed 50
Woodlake Manor 170,000 (45,000) 1989 Completed 30
Yreka Investment Group 153,000 (7,000) 1989 Completed 50
---------- ----------
$ 1,736,000 $ (425,000)
========== ==========
</TABLE>
35
<PAGE>
WNC California Housing Tax Credits, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
As of December 31, 1998
-----------------------------------------------------------------------------------------------------
Partnership's Total Amount of Encumbrances of
Partnership Investment in Local Investment Local Limited Property Accumulated
Name Location Limited Partnerships Paid to Date Partnerships and Equipment Depreciation Net Book Value
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alta Vista Orosi,
Investors California $ 583,000 $ 583,000 $ 1,440,000 $ 2,038,000 $ 636,000 $ 1,402,000
BCA Anderson,
Associates California 514,000 514,000 1,429,000 2,014,000 471,000 1,543,000
Cloverdale
Garden Cloverdale,
Apartments California 617,000 617,000 1,642,000 2,136,000 375,000 1,761,000
Countryway Mendota,
Associates California 571,000 571,000 1,481,000 2,085,000 668,000 1,417,000
East Garden Jamestown,
Apartments California 770,000 770,000 2,161,000 2,886,000 499,000 2,387,000
HPA Shafter,
Investors California 538,000 538,000 1,516,000 2,158,000 489,000 1,669,000
Knights Knights
Landing Landing,
Harbor California 275,000 275,000 986,000 1,345,000 312,000 1,033,000
Midland
Manor Mendota,
Associates California 383,000 383,000 1,431,000 1,821,000 512,000 1,309,000
San Jacinto San Jacinto,
Associates California 469,000 469,000 1,790,000 2,349,000 374,000 1,975,000
Woodlake Woodlake,
Manor California 545,000 545,000 1,460,000 2,108,000 667,000 1,441,000
Yreka
Investment Yreka,
Group California 538,000 538,000 1,475,000 2,043,000 417,000 1,626,000
----------- ---------- ----------- ----------- ---------- -----------
$ 5,803,000 $ 5,803,000 $ 16,811,000 $ 22,983,000 $ 5,420,000 $ 17,563,000
=========== ========== =========== =========== ========== ===========
</TABLE>
36
<PAGE>
WNC California Housing Tax Credits, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
For the year ended December 31, 1998
------------------------------------------------------------------------------------------------
Year Investment Estimated Useful Life
Partnership Name Rental Income Net Loss Acquired Status (Years)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alta Vista Investors $ 153,000 $ (47,000) 1989 Completed 27.5
BCA Associates 151,000 (16,000) 1989 Completed 40
Cloverdale Garden Apartments 176,000 (25,000) 1989 Completed 40
Countryway Associates 167,000 (34,000) 1989 Completed 27.5
East Garden Apartments 218,000 (42,000) 1989 Completed 40
HPA Investors 161,000 (63,000) 1989 Completed 40
Knights Landing Harbor 118,000 (21,000) 1989 Completed 40
Midland Manor Associates 151,000 (45,000) 1990 Completed 27.5
San Jacinto Associates 118,000 (80,000) 1990 Completed 50
Woodlake Manor 170,000 (45,000) 1989 Completed 30
Yreka Investment Group 153,000 (7,000) 1989 Completed 50
---------- ----------
$ 1,736,000 $ (425,000)
========== ==========
</TABLE>
37
<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 CALIFORNIA HOUSING TAX CREDITS, L.P.
By: WNC & Associates, Inc., General Partner
By: /s/ Wilfred N. Cooper, Jr.
Wilfred N. Cooper, Jr., President - Chief Executive Officer of WNC & Associates,
Inc.
Date: June 29, 2000
By: /s/ Michael L. Dickenson
Michael L. Dickenson, Vice-President - Chief Financial Officer of WNC &
Associates, Inc.
Date: June 29, 2000
By: /s/ Wilfred N. Cooper, Sr.
Wilfred N. Cooper, Sr., General Partner
Date: June 29, 2000
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: June 29, 2000
By: /s/ John B. Lester, Jr.
John B. Lester, Jr., Director of WNC & Associates, Inc.
Date: June 29, 2000
By: /s/ David N. Shafer
David N Shafer, Director of WNC & Associates, Inc.
Date: June 29, 2000
38
