FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1998
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: 0-20056
WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
California 33-0433017
WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
(A California Limited Partnership)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, September 30, 1998 and December 31, 1997..................3
Statements of Operations fFor the three months and nine months
ended September 30, 1998 and 1997................................4
Statement of Partners' Equity
For the nine months ended September 30, 1998 and 1997............5
Statement of Cash Flows
For the nine months ended September 30, 1998 and 1997............6
Notes to Financial Statements.............................................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.....................................11
Item 3. Quantitative and Qualitative Disclosures Above Market Risks........13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...................................14
Signatures ................................................................15
<PAGE>
WNC California Housing Tax Credits II, L.P.
(A California Limited Partnership)
BALANCE SHEETS
September 30, 1998 and December 31, 1997
1998 1997
---- ----
ASSETS
Cash and cash equivalents $ 365,081 $ 377,378
Investment in limited
partnerships ( Note 2) 6,637,768 7,291,595
Other assets
0 -
---------- ----------
$ 7,002,849 $ 7,668,973
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accrued fees and expenses due to
general partner and affiliates
(Note 3) $ 988,780 $ 836,316
---------- ----------
Partners' equity (deficit):
General partner (105,121) (96,935)
Limited partners (17,747 units
issued and outstanding at 1998
and 1997) 6,119,190 6,929,592
---------- ----------
Total partners' equity 6,014,069 6,832,657
---------- ----------
$ 7,002,849 $ 7,668,973
========== ==========
UNAUDITED
See Accompanying Notes to Financial Statements
3
<PAGE>
WNC California Housing Tax Credits II, L.P.
(A California Limited Partnership)
STATEMENT OF OPERATIONS
For the Three and Nine Months Ended September 30, 1998 and 1997
1998 1997
----------------------- ---------------------
Three Nine Three Nine
Months Months Months Months
Interest income $ 4,524 $ 12,269 $ 2,697 $ 10,781
--------- --------- --------- ---------
Operating expenses:
Amortization 13,307 39,921 13,693 41,127
Asset management fees
(Note 3) 52,521 157,563 52,521 157,563
Legal and accounting - 7,500 749 7,347
Other 3,552 17,073 773 25,626
--------- --------- --------- ---------
Total operating expenses 69,380 222,057 67,736 231,663
--------- --------- --------- ---------
Loss from operations (64,856) (209,788) (65,039) (220,882)
Equity in loss from
limited partnerships (179,300) (608,800) (276,800) (830,400)
--------- --------- --------- ---------
Net loss $ (244,156) $ (818,588) $ (341,839) $(1,051,282)
========= ========= ========= ==========
Net loss allocated to:
General partner $ (2,442) (8,186) (3,418) $ (10,513)
========= ========= ========= ==========
Limited partners $ (241,714) (810,402) (338,421) $(1,040,769)
========= ========= ========= ==========
Net loss per limited
partner units (17,747 units
issued and outstanding) $ (14) $ (46) $ (19) $ (59)
========= ========= ========= ==========
UNAUDITED
See Accompanying Notes to Financial Statements
4
<PAGE>
WNC California Housing Tax Credits II, L.P.
(A California Limited Partnership)
STATEMENT OF PARTNERS' EQUITY For the Nine
Months Ended September 30, 1998 and 1997
For the Nine Months Ended September 30, 1998
- --------------------------------------------
General Limited
Partner Partner Total
------- ------- -----
Equity (deficit), December 31, 1997 $ (96,935) $ 6,929,592 $ 6,832,657
Net loss for the nine months ended
September 30, 1998 (8,186) (810,402) (818,588)
--------- --------- ---------
Equity (deficit), September 30, 1998 $(105,121) $ 6,119,190 $ 6,014,069
========= ========= =========
For the Nine Months Ended September 30, 1997
- --------------------------------------------
General Limited
Partner Partner Total
------- ------- -----
Equity (deficit), December 31, 1996 $ (82,529) $ 8,355,761 $ 8,273,232
Net loss for the nine months ended
September 30, 1997 (10,513) (1,040,769) (1,051,282)
--------- --------- ---------
Equity (deficit), September 30, 1997 $ (93,042) $ 7,314,992 $ 7,221,950
========= ========= =========
UNAUDITED
See Accompanying Notes to Financial Statements
5
<PAGE>
WNC California Housing Tax Credits II, L.P.
(A California Limited Partnership)
STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 1998
1998 1997
---- ----
Cash flows used in operating activities:
Net loss $ (818,588) $ (1,051,282)
Adjustments to reconcile net loss to net
cash used in operating activities:
Equity in loss of limited partnerships 608,800 830,400
Amortization 39,921 41,127
Asset management fee 157,563 82,563
(Increase) Decrease in other assets - 9,755
Decrease in accrued fees and expense due
to general partner and affiliates (5,099) (3,166)
-------- --------
Net cash used in operating activities (17,403) (90,603)
-------- --------
Cash flows provided by (used in) investing activities:
Investments in limited partnerships - (74,006)
Distribution from limited partnerships 5,106 20,899
-------- --------
Net cash provided by (used in) investing activities: 5,106 (53,107)
-------- --------
Net decrease in cash and cash equivalents (12,297) (143,710)
Cash and cash equivalents, beginning of period 377,378 517,151
-------- --------
Cash and cash equivalent, end of period $ 365,081 $ 373,441
======== ========
UNAUDITED
See Accompanying Notes to Financial Statements
6
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998
NOTE 1 - ORGANIZATION AND OTHER MATTERS
- ---------------------------------------
General
- -------
The information contained in the following notes to the financial statements is
condensed from that which would appear in the annual financial statements;
accordingly, the financial statements included herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the Partnership's Annual Report for the year ended December 31, 1997. Accounting
measurements at interim dates inherently involve greater reliance on estimates
than at year end. The results of operations for the interim period presented are
not necessarily indicative of the results for the entire year.
In the opinion of the Partnership, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of September 30,
1998 and the results of operations and changes in cash flows for the nine months
then ended.
Organization
- ------------
WNC California Housing Tax Credits II, L.P. (the "Partnership") was formed on
September 13, 1990 under the California Revised Limited Partnership Act. The
Partnership was formed to invest in other local limited partnerships which will
own and operate apartment complexes that qualify for low income housing credits.
The general partner is WNC Tax Credit Partners, L.P. (the "General Partner"), a
California limited partnership. WNC & Associates, Inc. and Wilfred N. Cooper are
the general partners of WNC Tax Credit Partners, L.P. The Cooper Revocable Trust
owns 70% of the outstanding stock of WNC & Associates, Inc. John B. Lester, Jr.
is the original limited partner of the Partnership and, through the Lester
Family Trust, owns 30% of the outstanding stock of WNC & Associates, Inc.
The General Partner has a 1% interest in operating profits and losses, taxable
income and loss and in cash available for distribution from the Partnership. The
limited partners will be allocated the remaining 99% of these items in
proportion to their respective investments.
Method of Accounting For Investment in Limited Partnerships
- -----------------------------------------------------------
The investment in limited partnerships is accounted for on the equity method of
accounting. Costs incurred by the Partnership in acquiring the investments in
limited partnerships were capitalized as part of the investment account.
7
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- ---------------------------------------------------------------
Cash and Cash Equivalents
- -------------------------
The Partnership considers all certificates of deposit with an original maturity
of three months or less as cash equivalents.
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS
- -------------------------------------------
The Partnership had acquired limited partnership interests in fifteen local
limited partnerships at September 30, 1998 and December 31, 1997. The
Partnership, as a limited partner, is generally entitled to 99% of the operating
profits and losses of the local limited partnerships.
Equity in losses of 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 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. At September 30, 1998 three of the limited
partnership investment accounts have reached a zero balance and losses for those
partnerships are not recognized.
Following is a summary of the components of the Partnership's investment in
local limited partnerships as of September 30, 1998 and December 31, 1997.
1998 1997
---- ----
Investment balance,
beginning of period $ 7,291,595 $ 8,447,282
Investments in limited partnerships 75,526
Equity in loss of limited
partnership (608,800) (1,155,586)
Distributions (5,106) (22,399)
Amortization of capitalized
acquisition costs (39,921) (53,228)
----------- -----------
Investment balance,
end of period $ 6,637,768 $ 7,291,595
=========== ===========
8
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)
- -------------------------------------------------------
Selected operating information from the combined financial statements of the
local limited partnerships for the nine months ended September 30, 1998 and 1997
is as follows:
1998 1997
---- ----
Total revenue $ 2,266,000 $ 2,318,000
--------- ---------
Operating expense exclusive of
interest and depreciation 1,587,000 1,539,000
Interest expense 683,000 640,000
Depreciation 973,000 979,000
--------- ---------
Total expenses 3,243,000 3,158,000
--------- ---------
Net loss $ (977,000) $ (840,000)
========= =========
Net loss allocable to the
Partnership $ (608,800) $ (830,400)
========= =========
NOTE 3 - RELATED PARTY TRANSACTIONS
- -----------------------------------
Under the terms of its Agreement of Limited Partnership, the Partnership is
obligated to the General Partner or its affiliates for the an annual management
fee equal to .5% of the invested assets (defined as the Partnership's capital
contributions plus its allocable percentage of the permanent financing) of the
local limited partnerships. A fee of $157,563 was incurred for each nine month
period ended September 30, 1998 and 1997, respectively.
The "accrued fees and expenses due to general partner and affiliates" presented
on the balance sheets consists of the following:
September 30, December 31,
1998 1997
---- ----
Asset management fee payable $ 992,426 $ 834,863
Due to (from) an affiliate for
reimbursement (over) reimbursement
for expenses (3,646) 1,453
-------- --------
$ 988,780 $ 836,316
======== ========
9
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 1998
NOTE 4 - INCOME TAXES
- ---------------------
No provision for income taxes has been made as the liability for income taxes is
an obligation of the partners of the Partnership.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Liquidity and Capital Resources
- -------------------------------
The Partnership's primary source of capital has been the proceeds from its sale
of limited partnership units (the "Offering"). The Partnership completed raising
funds from investors through its public offering of units of limited partnership
interest ("Units") on January 21, 1993 at which time $17,726,000 was received
from the sale of units. These funds were applied to the acquisition of
investments in 15 limited partnerships, acquisition fees, the establishment of
reserves, the payment of operating expenses and the payment of expenses of this
offering. The Partnership has acquired limited partnership interests that
require approximately $12,845,000 of capital (or 72% of the proceeds realized
from the sale of units). The Partnership has paid all capital contributions due
for its investments in Limited Partnerships and has no further obligations for
its property investments.
Overall, as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash equivalents of approximately $12,300 for the nine
months ended September 30, 1998. This decrease in cash was due to the
Partnership's operating activities, offset by cash provided by investing
activities consisting of distribution from limited partnerships of approximately
$5,100. Cash used by the Partnership's operating activities consisted primarily
of payments for operating fees and expenses. Cash provided from operations
consisted primarily of interest received. The major components of all these
activities are discussed in greater detail below.
The Partnership's investments will not be readily marketable and may be affected
by adverse general economic conditions which, in turn, could substantially
increase the risk of operating losses for the apartment complexes, the local
limited partnerships and the Partnership. These problems may result from a
number of factors, many of which cannot be controlled by the General Partner.
Nevertheless, the General Partner anticipates that capital raised from the sale
of the Units is sufficient to fund the Partnership's future investment
commitments and proposed operations.
The Partnership has established working capital reserves of approximately 4.3%
of capital contributions, an amount which is anticipated to be sufficient to
satisfy general working capital and administrative expense requirements of the
Partnership including payment of the asset management fee as well as expenses
attendant to the preparation of tax returns and reports to the limited partners
and other investor servicing obligations of the Partnership. Liquidity would,
however, be adversely affected by unanticipated or greater than anticipated
operating costs. To the extent that working capital reserves are insufficient to
satisfy the cash requirements of the Partnership, it is anticipated that
additional funds would be sought through bank loans or other institutional
financing. The General Partner may also apply any cash distributions received
from the local limited partnerships for such purposes or to replenish or
increase working capital reserves.
It is not expected that any of the local limited partnerships in which the
Partnership will invest will generate cash from operations sufficient to provide
11
<PAGE>
distributions to the limited partners in any significant amount. Such cash from
operations, if any, would first be used to meet operating expenses of the
Partnership, including the payment of the asset management fee to the General
Partner.
Under the Partnership agreement the Partnership does not have the ability to
assess its partners for additional capital contributions to provide capital if
needed by the Partnership or local limited partnerships. Accordingly, if
circumstances arise that cause the local limited partnerships to require capital
in addition to that contributed by the Partnership and any equity of the local
general partners, the only sources from which such capital needs will be able to
be satisfied (other than the limited reserves available at the Partnership
level) will be (i) third-party debt financing (which may not be available
because the apartment complexes owned by the local limited partnerships are
already substantially leveraged), (ii) additional equity contributions or
advances of the local general partners, (iii) other equity source (which could
adversely affect the Partnership's interest in tax credits, cash flow and/or
proceeds of sale or refinancing of the apartment complexes and result in adverse
tax consequences to the limited partners), or (iv) the sale or disposition of
the apartment complexes (which could have the same adverse effects as discussed
in (iii) above). There can be no assurance that funds from any of such sources
would be readily available in sufficient amounts to fund the capital requirement
of the local limited partnerships in question. If such funds are not available,
the local limited partnerships would risk foreclosure on their apartment
complexes if they were unable to re-negotiate the terms of their first mortgages
and any other debt secured by the apartment complexes to the extent the capital
requirements of the local limited partnerships relate to such debt.
The Partnership's capital needs and resources are expected to be relatively
stable over the holding periods of the investments.
Results of Operations
- ---------------------
As of September 30, 1998 the Partnership has acquired 15 local limited
partnership interests. Each of the 15 apartment complexes owned by such local
limited partnerships received or is expected to receive government assistance
and each of them has received a reservation for federal low income housing
credits. All of these had completed construction of their apartment complex as
of September 30, 1998.
Consistent with the Partnership's investment objectives, each local limited
partnership is generating or is expected to generate federal low income housing
credits for a period of approximately ten years, commencing with completion of
construction or rehabilitation of its apartment complex(es), and (as discussed
below) is generating or is expected to generate losses until sale of the
apartment complex(es).
As reflected on its Statements of Operations, the Partnership has a loss of
approximately $818,600 and $1,051,200 the nine months ended September 30, 1998
and 1997, respectively. The components items of revenue and expense are
discussed below.
Revenue - Partnership revenues consisted entirely of interest earned on cash
deposits held in financial institutions (i) as reserves, or (ii) pending
investment in local limited partnerships. Interest revenue in future years will
be a function of prevailing interest rates and the amount of cash balances. It
is anticipated that the Partnership will maintain cash reserves in an amount not
materially in excess of the minimum amount required by its partnership
agreement, which is 3% of capital contributions.
12
<PAGE>
Expenses - The most significant component of operating expenses is, and is
expected to be, the asset management fee (called "Partnership management fee" in
the Statements of Operations). The asset management fee is equal to 0.5% of
invested assets in local limited partnerships; accordingly, the amount to be
incurred in the future is a function of the level of such invested assets (i.e.,
the sum of the Partnership's capital contributions to the local limited
partnerships plus the Partnership's share of the debts related to the apartment
complexes owned by such local limited partnerships).
Amortization expense consists of the amortization over a period of 30 years of
the 9% selection fee and other expenses attributable to the acquisition of local
limited partnership interests.
Office expenses and legal and accounting consists of the Partnership's
administrative expenses, such as accounting and legal fees, bank charges and
investor reporting expenses.
The amount of the asset management fee is increased over the amounts reported to
date. This is due to the completion of construction on one additional apartment
complex and the commencement of asset management fees on that building.
Equity in losses from local limited partnerships - The Partnership's equity in
losses from local limited partnerships is equal to 99% of the aggregate net loss
of the local limited partnerships. After rent-up, the local limited partnerships
are expected to generate losses during each year of operations; this is so
because, although rental income is expected to exceed cash operating expenses,
depreciation and amortization deductions claimed by the local limited
partnerships are expected to exceed net rental income.
Item 3: Quantitative and Qualitative Disclosures Above Market Risks
None.
13
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
None.
Item 6. Exhibits and Reports on Form 8-K
1. None.
No reports on Form 8-K were filed during the quarter ended September
30, 1998.
14
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
By: WNC Tax Credit Partners, L.P. General Partner
By: WNC & ASSOCIATES, INC. General Partner
By: /s/ John B. Lester, Jr.
- -----------------------------------------------------
John B. Lester, Jr. President
Date: November 11, 1998
By: /s/ Theodore M. Paul
- -----------------------------------------------------
Theodore M. Paul Vice-President-Finance
Date: November 11, 1998
15
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<CIK> 0000869660
<NAME> WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
<MULTIPLIER> 1
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-12-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 1
<CASH> 365,081
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0
0
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<SALES> 0
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<CGS> 0
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<OTHER-EXPENSES> 608,800
<LOSS-PROVISION> 0
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</TABLE>
