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EX-31.1 - NAT 6-6 10Q EXHIBIT 31.1 - WNC HOUSING TAX CREDIT FUND VI LP SERIES 6exhibit311.htm
EX-32.2 - NAT 6-6 10Q EXHIBIT 32.2 - WNC HOUSING TAX CREDIT FUND VI LP SERIES 6exhibit322.htm
EX-32.1 - NAT 6-6 10Q EXHIBIT 32.1 - WNC HOUSING TAX CREDIT FUND VI LP SERIES 6exhibit321.htm
EX-31.2 - NAT 6-6 10Q EXHIBIT 31.2 - WNC HOUSING TAX CREDIT FUND VI LP SERIES 6exhibit312.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q
(Mark One)

S  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010
For the quarterly period ended September 30, 2010
For the quarterly period ended December 31, 2010

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: 000-26869

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6

California
33-0761578
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

17782 Sky Park Circle, Irvine, CA 92614
(Address of principal executive offices)
(714) 622-5565
(Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes          No    X                                             

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes         No     X                                             

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer___ Accelerated filer___Non-accelerated filer___X__ Smaller reporting company___
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ___No _X__

 
 

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)
INDEX TO FORM 10-Q
 For the quarterly period ended June 30, 2010
For the quarterly period ended September 30, 2010
For the quarterly period ended December 31, 2010

PART I. FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements
 
       
   
Condensed Balance Sheets
 
   
          As of June 30, 2010, September 30, 2010, December 31, 2010 and March 31, 2010
3
       
   
Condensed Statements of Operations
 
   
          For the Three Months Ended June 30, 2010 and 2009
4
   
          For the Three and Six Months Ended September 30, 2010 and 2009
5
   
          For the Three and Nine Months Ended December 31, 2010 and 2009
6
       
   
Condensed Statements of Partners' Equity (Deficit)
 
   
          For the Three Months Ended June 30, 2010
7
   
          For the Six Months Ended September 30, 2010
7
   
          For the Nine Months Ended December 31, 2010
7
       
   
Condensed Statements of Cash Flows
 
   
          For the Three Months Ended June 30, 2010 and 2009
8
   
          For the Six Months Ended September 30, 2010 and 2009
9
   
          For the Nine Months Ended December 31, 2010 and 2009
10
       
   
Notes to Condensed Financial Statements
11
       
 
Item 2.
Management's Discussion and Analysis of Financial
 
   
             Condition and Results of Operations
24
       
 
Item 3.
Quantitative and Qualitative Disclosures about Market Risks
30
       
 
Item 4.
Controls and Procedures
30
       
PART II. OTHER INFORMATION
 
 
Item 1.
Legal Proceedings
31
       
 
Item 1A.
Risk Factors
31
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
31
       
 
Item 3.
Defaults Upon Senior Securities
31
       
 
Item 4.
(Removed and Reserved)
31
       
 
Item 5.
Other Information
31
       
 
Item 6.
Exhibits
31
       
 
Signatures
 
32

 
2

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
(A California Limited Partnership)

CONDENSED BALANCE SHEETS
(Unaudited)


   
June 30, 2010
 
September 30, 2010
 
December 31, 2010
 
March 31, 2010
ASSETS
       
Cash and cash equivalents
$
7,020
$
11,079
$
27,543
$
54,759
Investments in Local Limited Partnerships, net
    (Notes 2 and 3)
 
473,062
 
422,610
 
372,158
 
899,903
                 
               Total Assets
$
480,082
$
433,689
$
399,701
$
954,662
                 
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
       
                 
Liabilities:
               
Accounts payable
$
-
$
-
$
1,701
$
-
 Accrued fees and expenses due to General Partner and
      affiliates (Note 3)
 
232,753
 
253,678
 
236,598
 
264,747
                 
              Total Liabilities
 
232,753
 
253,678
 
238,299
 
264,747
                 
Partners’ Equity (Deficit):
               
  General Partner
 
(202,006)
 
(202,679)
 
(168,215)
 
(197,580)
  Limited Partners (25,000 Partnership Units authorized; 20,500 Partnership Units issued and outstanding)
 
449,335
 
382,690
 
329,617
 
887,495
 
               
               Total Partners’ Equity (Deficit)
 
247,329
 
180,011
 
161,402
 
689,915
                 
               Total Liabilities and Partners’ Equity
                    (Deficit)
$
480,082
$
433,689
$
399,701
$
954,662

 
See accompanying notes to condensed financial statements
3

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2010 and 2009
(Unaudited)

   
2010
   
2009
   
Three Months
   
Three Months
           
Reporting fees
$
2,250
 
$
500
           
   Total operating income
 
2,250
   
500
           
Operating expenses and loss:
         
Amortization (Note 2)
 
2,522
   
3,915
Asset management fees (Note 3)
 
15,973
   
15,973
Impairment loss
 
365,384
   
881,075
Accounting and legal fees
 
91
   
5,368
Other
 
1,942
   
1,925
           
Total operating expenses and loss
 
385,912
   
908,256
           
Loss from operations
 
(383,662)
   
(907,756)
           
Equity in losses of Local Limited Partnerships (Note 2)
 
(58,935)
   
(167,449)
           
Interest income
 
11
   
17
           
Net loss
$
(442,586)
 
$
(1,075,188)
           
Net loss allocated to:
         
General Partner
$
(4,426)
 
$
(10,752)
           
Limited Partners
$
(438,160)
 
$
(1,064,436)
           
Net loss per Partnership Unit
$
(21)
 
$
(52)
           
Outstanding weighted Partnership Units
 
20,500
   
20,500
           

 
See accompanying notes to condensed financial statements
4

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

CONDENSED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended September 30, 2010 and 2009
 (Unaudited)

                 
   
2010
 
2009
   
Three
 
Six
 
Three
 
Six
   
Months
 
Months
 
Months
 
Months
                 
Reporting fees
$
1,350
$
3,600
$
750
$
1,250
Distribution income
 
2,708
 
2,708
 
-
 
-
                 
   Total operating income
 
4,058
 
6,308
 
750
 
1,250
                 
Operating expenses and loss:
               
  Amortization (Note 2)
 
1,601
 
4,123
 
2,522
 
6,437
  Asset management fees (Note 3)
 
15,973
 
31,946
 
15,973
 
31,946
  Impairment loss
 
-
 
365,384
 
-
 
881,075
  Accounting and legal fees
 
4,657
 
4,748
 
3,150
 
8,518
  Write off of advances to Local
     Limited Partnerships
 
-
 
-
 
3,000
 
3,000
  Other
 
295
 
2,237
 
781
 
2,706
                 
    Total operating expenses and loss
 
22,526
 
408,438
 
25,426
 
933,682
                 
Loss from operations
 
(18,468)
 
(402,130)
 
(24,676)
 
(932,432)
                 
Equity in losses of Local Limited
 
(48,851)
 
(107,786)
 
(73,705)
 
(241,154)
  Partnerships (Note 2)
               
                 
Interest income
 
1
 
12
 
11
 
28
                 
Net loss
$
(67,318)
$
(509,904)
$
(98,370)
$
(1,173,558)
                 
Net loss allocated to:
               
  General Partner
$
(673)
$
(5,099)
$
(984)
$
(11,736)
                 
  Limited Partners
$
(66,645)
$
(504,805)
$
(97,386)
$
(1,161,822)
                 
Net loss per Partnership Unit
$
(3)
$
(25)
$
(5)
$
(57)
                 
Outstanding weighted Partnership
  Units
 
20,500
 
20,500
 
20,500
 
20,500


 
See accompanying notes to condensed financial statements
5

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

CONDENSED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended December 31, 2010 and 2009
 (Unaudited)
 
   
2010
 
2009
   
Three
 
Nine
 
Three
 
Nine
   
Months
 
Months
 
Months
 
Months
                 
Reporting fees
$
-
$
3,600
$
-
$
1,250
Distribution income
 
-
 
2,708
 
-
 
-
                 
  Total operating income
 
-
 
6,308
 
-
 
1,250
                 
Operating expenses and loss:
               
  Amortization (Note 2)
 
1,601
 
5,724
 
2,522
 
8,959
 Asset management fees (Note 3)
 
15,973
 
47,919
 
15,973
 
47,919
  Impairment loss
 
-
 
365,384
 
-
 
881,075
  Accounting and legal fees
 
435
 
5,183
 
524
 
9,042
Write off of advances to Local Limited Partnerships
 
3,535
 
3,535
 
36,690
 
39,690
  Other
 
1,513
 
3,750
 
3,272
 
5,978
                 
    Total operating expenses and loss
 
23,057
 
431,495
 
58,981
 
992,663
                 
Loss from operations
 
(23,057)
 
(425,187)
 
(58,981)
 
(991,413)
                 
Equity in losses of Local Limited
               
   Partnerships (Note 2)
 
(48,851)
 
(156,637)
 
(70,513)
 
(311,667)
Gain on sale of Local Limited Partnership
 
18,299
 
18,299
 
-
 
-
Interest income
 
-
 
12
 
6
 
34
                 
Net loss
$
(53,609)
$
(563,513)
$
(129,488)
$
(1,303,046)
                 
Net loss allocated to:
               
  General Partner
$
(536)
$
(5,635)
$
(1,295)
$
(13,030)
                 
  Limited Partners
$
(53,073)
$
(557,878)
$
(128,193)
$
(1,290,016)
                 
Net loss per Partnership Unit
$
(3)
$
(27)
$
(6)
$
(63)
                 
Outstanding weighted Partnership
  Units
 
20,500
 
20,500
 
20,500
 
20,500

 
See accompanying notes to condensed financial statements
6

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

CONDENSED STATEMENTS OF PARTNERS’ EQUITY (DEFICIT)
For the Three Months Ended June 30, 2010, Six Months Ended September 30, 2010
 and Nine Months Ended December 31, 2010
 (Unaudited)
For the Three Months Ended June 30, 2010
   
General
 
Limited
   
   
Partner
 
Partners
 
Total
             
Partners’ equity (deficit) at March 31, 2010
$
(197,580)
$
887,495
$
689,915
             
Net loss
 
(4,426)
 
(438,160)
 
(442,586)
             
Partners’ equity (deficit) at June 30, 2010
$
(202,006)
$
449,335
$
247,329
             

For the Six Months Ended September 30, 2010
   
General
 
Limited
   
   
Partner
 
Partners
 
Total
             
Partners’ equity (deficit) at March 31, 2010
$
(197,580)
$
887,495
$
689,915
             
Net loss
 
(5,099)
 
(504,805)
 
(509,904)
             
Partners’ equity (deficit) at September 30, 2010
$
(202,679)
$
382,690
$
180,011
             

For the Nine Months Ended December 31, 2010
   
General
 
Limited
   
   
Partner
 
Partners
 
Total
             
Partners’ equity (deficit) at March 31, 2010
$
(197,580)
$
887,495
$
689,915
             
Contributions (Note 4)
 
35,000
 
-
 
35,000
             
Net loss
 
(5,635)
 
(557,878)
 
(563,513)
             
Partners’ equity (deficit) at December 31, 2010
$
(168,215)
$
329,617
$
161,402
             


 
See accompanying notes to condensed financial statements
7

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended June 30, 2010 and 2009
(Unaudited)
 
   
2010
 
2009
Cash flows from operating activities:
       
  Net loss
$
(442,586)
$
(1,075,188)
    Adjustments to reconcile net loss to net
       
      cash used in operating activities:
       
        Amortization
 
2,522
 
3,915
        Equity in losses of Local Limited Partnerships
 
58,935
 
167,449
        Impairment loss
 
365,384
 
881,075
        Increase (decrease) in accrued fees and expenses due to
       
           General Partner and affiliates
 
(31,994)
 
13,266
         
               Net cash used in operating activities
 
(47,739)
 
(9,483)
         
Net decrease in cash and cash equivalents
 
(47,739)
 
(9,483)
         
Cash and cash equivalents, beginning of period
 
54,759
 
76,285
         
Cash and cash equivalents, end of period
$
7,020
$
66,802
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
       
      Taxes paid
$
-
$
-

 
See accompanying notes to condensed financial statements
8

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

CONDENSED STATEMENTS OF CASH FLOWS
For the Six Months Ended September 30, 2010 and 2009
(Unaudited)

   
2010
 
2009
Cash flows from operating activities:
       
  Net loss
$
(509,904)
$
(1,173,558)
    Adjustments to reconcile net loss to net
       
      cash used in operating activities:
       
        Amortization
 
4,123
 
6,437
        Equity in losses of Local Limited Partnerships
 
107,786
 
241,154
        Impairment loss
 
365,384
 
881,075
        Increase (decrease) in accrued fees and expenses due to
       
            General Partner and affiliates
 
(11,069)
 
23,170
         
               Net cash used in operating activities
 
(43,680)
 
(21,722)
         
Cash flows from investing activities:
       
   Advances to Local Limited Partnerships
 
-
 
(3,000)
   Write of advances to Local Limited Partnerships
 
-
 
3,000
         
              Net cash used in investing activities
 
-
 
-
         
Net decrease in cash and cash equivalents
 
(43,680)
 
(21,722)
         
Cash and cash equivalents, beginning of period
 
54,759
 
76,285
         
Cash and cash equivalents, end of period
$
11,079
$
54,563
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
       
      Taxes paid
$
-
$
-

 
See accompanying notes to condensed financial statements
9

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

CONDENSED STATEMENTS OF CASH FLOWS
For the Nine Months Ended December 31, 2010 and 2009
(Unaudited)

 
   
2010
 
2009
Cash flows from operating activities:
       
  Net loss
$
(563,513)
$
(1,303,046)
    Adjustments to reconcile net loss to net
       
      cash used in operating activities:
       
    Amortization
 
5,724
 
8,959
    Equity in losses of Local Limited Partnerships
 
156,637
 
311,667
    Gain on sale of Local Limited Partnership
 
(18,299)
 
-
    Impairment loss
 
365,384
 
881,075
        Increase in accounts payable
 
1,071
 
-
        Increase in accrued fees and expenses due to
       
           General Partner and affiliates
 
6,851
 
77,939
 
             Net cash used in operating activities
 
(45,515)
 
(23,406)
         
Cash flows from investing activities:
       
Capital contributions paid to Local Limited Partnerships
 
-
 
(836)
Net proceeds from sale of Local Limited Partnership
 
18,299
 
-
Advances to Local Limited Partnerships
 
(3,535)
 
(39,690)
Write off of advances to Local Limited Partnerships
 
3,535
 
39,690
              Net cash provided by (used in) investing activities
 
18,299
 
(836)
         
Net decrease in cash and cash equivalents
 
(27,216)
 
(24,242)
         
Cash and cash equivalents, beginning of period
 
54,759
 
76,285
         
Cash and cash equivalents, end of period
$
27,543
$
52,043
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
       
Taxes paid
$
-
$
-
           
 
Significant noncash investing and financing activities:
       
 
       General Partner equity balance was increased and accrued fees and expenses due to General Partner and affiliates was decreased as a result of forgiveness of debt by the General Partner.
$
35,000
$
-

 
See accompanying notes to condensed financial statements
10

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act of 1934.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three months ended June 30, 2010, six months ended September 30, 2010 and nine months ended December 31, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2011.  For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-K for the fiscal year ended March 31, 2010.

Organization

WNC Housing Tax Credit Fund VI, L.P., Series 6, a California Limited Partnership (the “Partnership”) was formed on March 3, 1997 under the laws of the State of California. The Partnership was formed to acquire limited partnership interests in other limited partnerships ("Local Limited Partnerships") which owns multi-family housing complexes (“Housing Complexes”) that are eligible for Federal low income housing tax credits (“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 Complexes. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).

The general partner is WNC & Associates, Inc. (“Associates” or the “General Partner”).  The chairman and president of Associates own all the outstanding stock of Associates.  The business of the Partnership is conducted primarily through Associates, as the Partnership has no employees of its own.

The Partnership shall continue in full force and effect until December 31, 2052, unless terminated prior to that date, pursuant to the partnership agreement or law.

The financial statements include only activity relating to the business of the Partnership, and do not give effect to any assets that the partners may have outside of their interests in the Partnership, or to any obligations, including income taxes, of the partners.

The Partnership Agreement authorized the sale of up to 25,000 units of Limited Partnership interest (“Partnership Units”) at $1,000 per Partnership Unit.  The offering of Partnership Units has concluded and 20,500 Partnership Units, representing subscriptions in the amount of $20,456,595, net of discounts of $27,305 for volume purchases and dealer discounts of $16,100 had been accepted.  The General Partner has a 1% interest in operating profits and losses, taxable income and losses, in cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership.  The investors in the Partnership (the “Limited Partners”) will be allocated the remaining 99% of these items in proportion to their respective investments.

 
11

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The proceeds from the disposition of any of the Local Limited Partnership properties will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement.  Any remaining proceeds will then be paid to the Partnership.  The sale of a Housing Complex may be subject to other restrictions and obligations.  Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex.  Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership.  Should such distributions occur, the Limited Partners will be entitled to receive distributions equal to their capital contributions and their return on investment (as defined in the Partnership Agreement) and the General Partner would then be entitled to receive proceeds equal to its capital contributions from the remainder.  Any additional sale or refinancing proceeds will be distributed 90% to the Limited Partners (in proportion to their respective investments) and 10% to the General Partner.

Risks and Uncertainties

An investment in the Partnership and the Partnership’s investments in Local Limited Partnerships and their Housing Complexes are subject to risks.  These risks may impact the tax benefits of an investment in the Partnership, and the amount of proceeds available for distribution to the Limited Partners, if any, on liquidation of the Partnership’s investments.  Some of those risks include the following:

The Low Income Housing Tax Credits rules are extremely complicated. Noncompliance with these rules results in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income. The Local Limited Partnerships may be unable to sell the Housing Complexes at a price which would result in the Partnership realizing cash distributions or proceeds from the transaction. Accordingly, the Partnership may be unable to distribute any cash to its Limited Partners. Low Income Housing Tax Credits may be the only benefit from an investment in the Partnership.

The Partnership has invested in a limited number of Local Limited Partnerships. Such limited diversity means that the results of operation of each single Housing Complex will have a greater impact on the Partnership. With limited diversity, poor performance of one Housing Complex could impair the Partnership’s ability to satisfy its investment objectives.  Each Housing Complex is subject to mortgage indebtedness. If a Local Limited Partnership failed to pay its mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were to occur during the first 15 years (the “Compliance Period”), the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of prior Low Income Housing Tax Credits, and a loss of the Partnership’s investment in the Housing Complex would occur. The Partnership is a limited partner or a non-managing member of each Local Limited Partnership. Accordingly, the Partnership will have very limited rights with respect to management of the Local Limited Partnerships. The Partnership will rely totally on the Local General Partners. Neither the Partnership’s investments in Local Limited Partnerships, nor the Local Limited Partnerships’ investments in Housing Complexes, are 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 interests in Local Limited Partnerships; limitations on removal of Local General Partners; limitations on subsidy programs; and possible changes in applicable regulations.  Uninsured casualties could result in loss of property and Low Income Housing Tax Credits and recapture of Low Income Housing Tax Credits previously taken. The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others.

 
12

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The ability of Limited Partners to claim tax losses from the Partnership is limited. The IRS may audit the Partnership or a Local Limited Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the limited partners could be reduced if the IRS were successful in such a challenge.  The alternative minimum tax could reduce tax benefits from an investment in the Partnership.  Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes.

No trading market for the Partnership Units exists or is expected to develop. Limited Partners may be unable to sell their Partnership Units except at a discount and should consider their Partnership Units to be a long-term investment. Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners.

The Partnership currently has insufficient working capital to fund its operations.  Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through December 31, 2012.

Anticipated future and existing cash resources of the Partnership are not sufficient to pay existing liabilities of the Partnership.  However, substantially all of the existing liabilities of the Partnership are payable to the General Partner and/or its affiliates.  Though the amounts payable to the General Partner and/or its affiliates are contractually currently payable, the Partnership anticipates that the General Partner and/or its affiliates will not require the payment of these contractual obligations until capital reserves are in excess of the aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the Partnership.  The Partnership would be adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.

Exit Strategy

The Compliance Period for a Housing Complex is generally 15 years following construction or rehabilitation completion. Associates was one of the first in the industry to offer syndicated investments in Low Income Housing Tax Credits.  The initial programs have completed their Compliance Periods.

Upon the sale of a Local Limited Partnership Interest or Housing Complex after the end of the Compliance Period, there would be no recapture of Low Income Housing Tax Credits.  A sale prior to the end of the Compliance Period could result in recapture if certain conditions are not met.  None of the Housing Complexes have completed their 15-year Compliance Period as of December 31, 2010.

With that in mind, the General Partner is continuing its review of the Housing Complexes. The review considers many factors, including extended use requirements (such as those due to mortgage restrictions or state compliance agreements), the condition of the Housing Complexes, and the tax consequences to the Limited Partners from the sale of the Housing Complexes.

Upon identifying those Housing Complexes with the highest potential for a successful sale, refinancing or re-syndication, the Partnership expects to proceed with efforts to liquidate them. The objective is to maximize the Limited Partners’ return wherever possible and, ultimately, to wind down the Partnership as Low Income Housing Tax Credits are no longer available. Local Limited Partnership interests may be disposed of any time by the General Partner in its discretion.  While liquidation of the Housing Complexes continues to be evaluated, the dissolution of the Partnership was not imminent as of December 31, 2010.
 
13

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

On December 31, 2010, the Partnership sold its Local Limited Partnership Interest in Trenton Village Apartments, L.P. (“Trenton”) to the Local General Partner.  Trenton was appraised at $335,000 and the outstanding mortgage as of December 31, 2010 was approximately $553,000. The Local Limited Partnership Interest was sold for $20,000 which was paid to the Partnership.  The Partnership will use the cash proceeds to pay $14,000 of reimbursements of operating expenses to the General Partner and affiliates while the remaining $6,000 will be retained in reserves for future operating expenses.  The Partnership incurred legal expenses of $1,701 prior to the sale. The Partnership’s investment balance was zero at December 31, 2010; therefore a gain of $18,299 was recorded during the three months ended December 31, 2010.  No cash distribution will be made to the Limited Partners. The Compliance Period expires in 2013. Due to a surety bond no longer being required, the buyer has indemnified against any Low Income Housing Tax Credit recapture.  If there was recapture, the maximum exposure would be $421,380 which includes the actual recapture amount and the applicable interest, and equates to $20.56 per Partnership Unit. 

Method of Accounting for Investments in Local Limited Partnerships

The Partnership accounts for its investments in Local Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable.  Recoverability of such investment is measured by the estimated value derived by management, generally consisting of the sum of the remaining future Low Income Housing Tax Credits estimated to be allocable to the Partnership and the estimated residual value to the Partnership.  If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment in any such Local Limited Partnership.  The accounting policies of the Local Limited Partnerships, generally, are expected to be consistent with those of the Partnership.  Costs incurred by the Partnership in acquiring the investments were capitalized as part of the investment and were being amortized over 30 years (see Note 2).

“Equity in losses of Local Limited Partnerships” for each of the periods ended June 30, 2010 and 2009, September 30, 2010 and 2009 and December 31, 2010 and 2009, respectively has been recorded by the Partnership. Management’s estimate for the three, six and nine-month periods is based on actual audited results reported by the Local Limited Partnerships.  Equity in losses from the Local Limited Partnerships allocated to the Partnership are not recognized to the extent that the investment balance would be adjusted below zero.  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 (see Note 2).

In accordance with the accounting guidance for the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE.

 
14

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Based on this guidance, the Local Limited Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership's interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these Local Limited Partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership's balance in investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership's exposure to loss on these Local Limited Partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the Local General Partners and their guarantee against credit recapture to the investors in the Partnership.

Distributions received by the Partnership are accounted for as a reduction of the investment balance.  Distributions received after the investment has reached zero are recognized as distribution income. As of June 30, September 30 and December 31, 2010 all except two of the investment accounts in Local Limited Partnerships had reached a zero balance.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 original maturities of three months or less when purchased to be cash equivalents.  As of June 30, 2010, September 30, 2010, December 31, 2010 and March 31, 2010, the Partnership had $562, $563, $563 and $45,554, respectively, in cash equivalents.

Reporting Comprehensive Income

The Partnership had no items of other comprehensive income for all periods presented.

Income Taxes

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns.  The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure.

 
15

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Net Loss Per Partnership Unit

Net loss per Partnership Unit includes no dilution and is computed by dividing loss available to Limited Partners by the weighted average number of Partnership Units outstanding during the period.  Calculation of diluted net loss per Partnership Unit is not required.

Revenue Recognition

The Partnership is entitled to receive reporting fees from the Local Limited Partnerships.  The intent of the reporting fees is to offset (in part) administrative costs incurred by the Partnership in corresponding with the Local Limited Partnerships.  Due to the uncertainty of the collection of these fees, the Partnership recognizes reporting fees as collections are made.

Amortization

Acquisition fees and costs were being amortized over 30 years using the straight-line method. Amortization expense for the three months ended June 30, 2010 and 2009 was $2,522 and $3,915, respectively.  For the six months ended September 30, 2010 and 2009, amortization expense was $4,123 and $6,437, respectively, and for the nine months ended December 31, 2010 and 2009, amortization expense was $5,724 and $8,959, respectively.

Impairment

The Partnership reviews its investments in Local Limited Partnerships for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of such investments may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the investment to the sum of the total amount of the remaining Low Income Housing Tax Credits allocated to the Partnership and any estimated residual value of the investment.  For the three months ended June 30, 2010 and 2009, the impairment loss related to investments in Local Limited Partnerships was $295,451 and $769,644, respectively.  For the six months ended September 30, 2010 and 2009 the impairment loss related to investments in Local Limited Partnerships was $295,451 and $769,644, respectively and for the nine months ended December 31, 2010 and 2009, impairment loss related to investments in Local Limited Partnerships was $295,451 and $769,644, respectively.

The Partnership also evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. Impairment on the intangibles is measured by comparing the Partnership’s total investment balance after impairment of investments in Local Limited Partnerships to the sum of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and any estimated residual value of the investments.  For the three months ended June 30, 2010 and 2009, the impairment loss was $69,933 and $111,431, respectively.  For the six months ended September 30, 2010 and 2009 the impairment loss was $69,933 and $111,431, and respectively and for the nine months ended December 31, 2010 and 2009, impairment loss was $69,933 and $111,431, and respectively.

 
16

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

As of June 30, 2010, September 30, 2010, December 31, 2010 and March 31, 2010, the Partnership owned limited partnership interests in 15, 15, 14, 15 Local Limited Partnerships, respectively, each of which owns one Housing Complex, consisting of an aggregate of 608, 608, 576, 608 apartment units, respectively.. The respective Local General Partners of the Local Limited Partnerships manage the day to day operations of the entities.  Significant Local Limited Partnership business decisions, as defined, require approval from the Partnership.  The Partnership, as a Limited Partner, is generally entitled to 99.98%, 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 following is a summary of the equity method activity of the investments in Local Limited Partnerships for the periods presented below:

     
For the Three
Months Ended
June 30, 2010
 
For the Year Ended
March 31, 2010
 
Investments per balance sheet, beginning of period
$
899,903
$
2,177,347
 
Equity in losses of Local Limited Partnerships
 
(58,935)
 
(382,180)
 
Amortization of paid acquisition fees and costs
 
(2,522)
 
(11,481)
 
Impairment loss
 
(365,384)
 
(881,075)
 
Distributions received from Local Limited Partnership
 
-
 
(2,708)
 
Investments per balance sheet, end of period
$
473,062
$
899,903

     
For the Six
Months Ended
September 30, 2010
 
For the Year Ended
March 31, 2010
 
Investments per balance sheet, beginning of period
$
899,903
$
2,177,347
 
Equity in losses of Local Limited Partnerships
 
(107,786)
 
(382,180)
 
Amortization of paid acquisition fees and costs
 
(4,123)
 
(11,481)
 
Impairment loss
 
(365,384)
 
(881,075)
 
Distributions received from Local Limited Partnership
 
-
 
(2,708)
 
Investments per balance sheet, end of period
 $
422,610
 $
899,903

     
For the Nine
Months Ended
December 31, 2010
 
For the Year Ended
March 31, 2010
 
Investments per balance sheet, beginning of period
$
899,903
$
2,177,347
 
Equity in losses of Local Limited Partnerships
 
(156,637)
 
(382,180)
 
Amortization of paid acquisition fees and costs
 
(5,724)
 
(11,481)
 
Impairment loss
 
(365,384)
 
(881,075)
 
Distributions received from Local Limited Partnership
 
-
 
(2,708)
 
Investments per balance sheet, end of period
$
372,158
$
899,903

 
17

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

   
For the Three Months Ended
June 30, 2010
 
For the Year Ended
March 31, 2010
Investments in Local Limited Partnerships, net
$
351,385
$
705,771
Acquisition fees and costs, net of accumulated amortization of $0 and $7,565
 
121,677
 
194,132
Investments per balance sheet, end of period
$
473,062
$
899,903

   
For the Six Months Ended
September 30, 2010
 
For the Year Ended
March 31, 2010
Investments in Local Limited Partnerships, net
$
302,534
$
705,771
Acquisition fees and costs, net of accumulated amortization of $1,601 and $7,565
 
120,076
 
194,132
Investments per balance sheet, end of period
$
422,610
$
899,903
         
   
For the Nine Months Ended
December 31, 2010
 
For the Year Ended
March 31, 2010
Investments in Local Limited Partnerships, net
$
253,683
$
705,771
Acquisition fees and costs, net of accumulated amortization of $3,202 and $7,565
 
118,475
 
194,132
Investments per balance sheet, end of period
$
372,158
$
899,903

 
18

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

Selected financial information for the three months ended June 30, 2010 and 2009 from the unaudited combined condensed financial statements of the Local Limited Partnerships in which the Partnership has invested is as follows:

COMBINED CONDENSED STATEMENTS OF OPERATIONS
       
               2010
 
2009
 
Revenues
$
826,000
$
789,000
 
Expenses:
       
 
  Interest expense
 
139,000
 
148,000
 
  Depreciation and amortization
 
297,000
 
295,000
 
  Operating expenses
 
590,000
 
602,000
 
    Total expenses
 
1,026,000
 
1,045,000
             
 
Net loss
$
(200,000)
$
(256,000)
 
 
Net loss allocable to the Partnership
$
(195,000)
$
(243,000)
 
Net loss recorded by the Partnership
$
(59,000)
$
(167,000)

Selected financial information for the six months ended September 30, 2010 and 2009 from the unaudited combined condensed financial statements of the Local Limited Partnerships in which the Partnership has invested is as follows:

         COMBINED CONDENSED STATEMENTS OF OPERATIONS
       
                   2010
 
2009
 
Revenues
$
1,652,000
$
1,579,000
 
Expenses:
       
 
  Interest expense
 
278,000
 
297,000
 
  Depreciation and amortization
 
594,000
 
589,000
 
  Operating expenses
 
1,180,000
 
1,204,000
 
    Total expenses
 
2,052,000
 
2,090,000
             
 
Net loss
 
$
(400,000)
  $
(511,000)
 
Net loss allocable to the Partnership
$
(390,000)
$
(487,000)
 
Net loss recorded by the Partnership
$
(108,000)
$
(241,000)

 
19

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

Selected financial information for the nine months ended December 31, 2010 and 2009 from the unaudited combined condensed financial statements of the Local Limited Partnerships in which the Partnership has invested is as follows:

COMBINED CONDENSED STATEMENTS OF OPERATIONS
       
                     2010
 
2009
 
Revenues
$
2,450,000
$
2,368,000
 
Expenses:
       
 
  Interest expense
 
416,000
 
445,000
 
  Depreciation and amortization
 
871,000
 
883,000
 
  Operating expenses
 
1,752,000
 
1,807,000
 
    Total expenses
 
3,039,000
 
3,135,000
             
 
Net loss
$
(589,000)
$
(767,000)
 
 
Net loss allocable to the Partnership
$
(573,000)
$
(730,000)
 
Net loss recorded by the Partnership
$
(157,000)
$
(312,000)

Certain Local Limited Partnerships incurred operating losses and/or 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 the operations of such Local Limited Partnerships.  If additional capital contributions are not made when they are required, the Partnership's investment in certain of such Local Limited Partnerships could be impaired, and the loss and recapture of the related Low Income Housing Tax Credits could occur.
 
20

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
 
Troubled Housing Complexes

On September 13, 2011, the Partnership was notified by legal counsel for the Local General Partner of United Development Co., L.P. – 97.0 (“UD 97.0”) that the Local General Partner is being sued by Wells Fargo Bank for being in default of  past due property taxes.  Wells Fargo Bank holds the mortgage notes on this Housing Complex as well as additional properties managed by this Local General Partner.  Wells Fargo Bank has stated that all the loans are current in mortgage payments but due to the fact that property taxes are past due on all the properties, they are suing to call for all the notes to be paid in full immediately. 

The Local General Partner hired a local legal counsel who is working with Wells Fargo’s legal counsel to reach a solution and the Partnership has engaged legal counsel from the Memphis area.  The management agent has hired a new accountant to implement a new accounting system to satisfy the Wells Fargo reporting requirements.  A meeting was held on November 22, 2011 with the county to review a new payment plan on the past due taxes.  The Partnership has requested an accurate report reflecting the current status of the delinquent taxes of the Housing Complex with detail on the status and process along with the supporting documents.  According to the Partnership’s attorney, a plan was submitted by the General Partner to Wells Fargo and the county calling for a stay of proceedings by Wells Fargo pending 1) a sale of certain properties, 2) the payment of some of the tax delinquencies over time and, 3) the refinancing of properties with the intention of removing Wells Fargo by 2015.  The Partnership’s attorney is hopeful that the County and Wells Fargo will cooperate on the tax delinquencies if the payments are made according to the submitted proposal.  A request was made by Wells Fargo for setting a hearing date of January 26, 2012.

Wells Fargo has not dropped the lawsuit and UD 97.0 continues to be in default to Wells Fargo.   The Partnership’sinvestment in this Local Limited Partnership was $0 as of the date of this report.
 
West Liberty Family Apartments (“West Liberty”) has been experiencing operational issues. The 20-unit family community is located in West Liberty, KY. As of the date of this report, operational performance is still below the required benchmarks.  Physical occupancy was 100% and economic occupancy was 95%, but the Debt Service Coverage Ratio (“DSCR”) was just 0.58 with a negative cash flow of ($8,846) as of the date of this report.  This was primarily due to repair and maintenance expenses in excess of budgeted amounts as of September 30, 2011.  The replacement reserve balance was $27,357 as of the date of this report. The property has a history of operating with a cash flow deficit. Due to the Local General Partner’s past inability to fund these deficits, the Partnership has loaned over $35,000 in the past four years to assist with payables and debt service. Most recently, the Partnership loaned West Liberty funds during the fourth quarter of 2010 to cover the mortgage payment.

As of the date of this report, West Liberty is current on its mortgage payments to the lender and with vendor payables.  In the event that the Local General Partner is unable to fund future deficits, the Partnership is prepared to call for their removal and select a replacement. West Liberty is being closely monitored by the Partnership.

 
21

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS

Under the terms of the partnership agreement, the Partnership has paid or is obligated to the General Partner or its affiliates for the following fees:

(a)  
Acquisition fees of 7% of the gross proceeds from the sale of Partnership Units as compensation for services rendered in connection with the acquisition of Local Limited Partnerships.  As of all periods presented, the Partnership incurred cumulative acquisition fees of $1,435,000 which have been included in investments in Local Limited Partnerships.  Accumulated amortization of these capitalized costs was $0, $1,601, $3,202 and $7,565 as of June 30, 2010, September 30, 2010, December 31, 2010 and March 31, 2010, respectively. Impairment on the intangibles is measured by comparing the Partnership’s total investment balance after impairment of investments in Local Limited Partnerships to the sum of the total of remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value of the investments. If an impairment loss related to the acquisition expenses is recorded, the accumulated amortization is reduced to zero at that time.

(b)  
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 2% of the gross proceeds. As of the end of all periods presented, the Partnership had incurred acquisition costs of $111,334 which have been included in investments in Local Limited Partnerships.  Accumulated amortization of the acquisition costs were $111,334 as of the end of all periods presented.
 
(c)  
An annual asset management fee equal to 0.2% of the Invested Assets of the Partnership, as defined.  “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership interests and the Partnership’s allocable share of mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited Partnerships.  Asset management fees of $15,973 were incurred during each of the three months ended June 30, 2010 and 2009. For each of the six months ended September 30, 2010 and 2009, the Partnership incurred asset management fees of $31,946. For each of the nine months ended December 31, 2010 and 2009, the Partnership incurred asset management fees of $47,919. The Partnership paid the General Partner or its affiliates $30,000 and $10,000 of those fees during the three months ended June 30, 2010 and 2009, respectively. For the six months ended September 30, 2010 and 2009 the Partnership paid $30,000 and $10,000, respectively, of those fees.  For the nine months ended December 31, 2010 and 2009 the Partnership paid $30,000 and $10,000, respectively, of those fees.
 
(d)  
The Partnership reimbursed the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership.  Operating expense reimbursements were $20,000 and $0 during the three months ended June 30, 2010 and 2009, respectively For the six months ended September 30, 2010 and 2009 the Partnership reimbursed $20,000 and $10,000, respectively. For the nine months ended December 31 2010 and 2009 the Partnership reimbursed approximately $20,000 and $10,000, respectively.
 
(e)  
A subordinated disposition fee in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a preferred return of 12% through December 31, 2008 and 6% thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No such fee was incurred for all periods presented.
 

 
22

 
WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 (A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
For the Quarterly Periods Ended June 30, 2010, September 30, 2010 and
December 31, 2010
 (Unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS, continued

The accrued fees and expenses due to General Partner and affiliates consisted of the following at:

     
June 30, 2010
 
September 30, 2010
 
December 31, 2010
 
March 31, 2010
                   
 
Asset management fee payable
$
174,021
$
189,994
$
205,967
$
188,048
 
Advances made to the Partnership from the General Partner or affiliates
 
35,000
 
35,000
 
-
 
35,000
 
Expenses paid by the General
    Partner or an affiliate on
    behalf of the Partnership
 
23,732
 
28,684
 
30,631
 
41,699
 
   Total
$
232,753
$
253,678
$
236,598
$
264,747

The General Partner and/or its affiliates do not anticipate that these accrued fees will be paid in full until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership.

NOTE 4 - CAPITAL CONTRIBUTIONS

During the nine months ended December 31, 2010, the Partnership was relieved of debt owed to the General Partner totaling $35,000. During the year ended March 31, 2010, the General Partner paid expenses on behalf of the Partnership. The advances were deemed to be uncollectible by the General Partner, and as such, the debt was forgiven. The cancellation of debt was recorded by the Partnership as a capital contribution from the General Partner to the Partnership and as such it is reflected in the statement of partners’ equity (deficit) in the Partnership’s financial statements.
 
NOTE 5- SUBSEQUENT EVENTS

Subsequent to December 31, 2010, the Partnership was notified by legal counsel that the Local General Partner of UD 97.0 is being sued for being in default of past due property taxes. See Note 2 to the financial statements for more information on UD 97.0.

 
23

 

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

With the exception of the discussion regarding historical information, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other discussions elsewhere in this Form 10-Q contain forward looking statements.  Such statements are based on current expectations subject to uncertainties and other factors which may involve known and unknown risks that could cause actual results of operations to differ materially from those projected or implied.  Further, certain forward-looking statements are based upon assumptions about future events which may not prove to be accurate.

Risks and uncertainties inherent in forward looking statements include, but are not limited to, the Partnership’s future cash flows and ability to obtain sufficient financing, level of operating expenses, conditions in the Low Income Housing Tax Credit property market and the economy in general, as well as legal proceedings.  Historical results are not necessarily indicative of the operating results for any future period.

Subsequent written and oral forward looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by cautionary statements in this Form 10-Q and in other reports filed with the Securities and Exchange Commission.

The following discussion and analysis compares the results of operations for the three months ended June 30, 2010 and 2009, the three and six months ended September 30, 2010 and 2009, and the three and nine months ended December 31, 2010 and 2009, and should be read in conjunction with the condensed financial statements and accompanying notes included within this report.

Financial Condition

The Partnership’s assets at June 30, 2010 consisted of $7,000 in cash and cash equivalents, and aggregate investments in fifteen Local Limited Partnerships of $473,000. Liabilities at June 30, 2010 consisted of $233,000 of accrued fees and expenses due to General Partner and affiliates.

The Partnership’s assets at September 30, 2010 consisted of $11,000 in cash and cash equivalents, and aggregate investments in fifteen Local Limited Partnerships of $423,000. Liabilities at September 30, 2010 consisted of $254,000 of accrued fees and expenses due to General Partner and affiliates.

The Partnership’s assets at December 31, 2010 consisted of $28,000 in cash and cash equivalents, and aggregate investments in fourteen Local Limited Partnerships of $372,000. Liabilities at December 31, 2010 consisted of $237,000 of accrued fees and expenses due to General Partner and affiliates and $2,000 of accounts payable.

Results of Operations

Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009   The Partnership's net loss for the three months ended June 30, 2010 was $(443,000), reflecting a decrease of approximately $632,000 from the net loss of $(1,075,000) for the three months ended June 30, 2009. Equity in losses of Local Limited Partnerships decreased by $109,000 for the three months ended June 30, 2010 due to the operations of the underlying Housing Complexes fluctuating from year to year. There was a decrease of $516,000 in impairment loss for the three months ended June 30, 2010.  The impairment loss can vary each year depending on the annual decrease in Low Income Housing Tax Credits allocated to the Partnership compared to the current net investment balance that is being carried for the particular Local Limited Partnership. The amortization decreased by $1,000 for the three months ended June 30, 2010 compared to the three months ended June 30, 2009. The Partnership evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. As impairment is recoded against the intangibles, the amortization expense for future periods is decreased. The accounting and legal fees decreased by $5,000 for the three months ended June 30, 2010 compared to the three months ended June 30, 2009 due to the timing of the accounting work performed. The reporting fees increased by $2,000 for the three months ended June 30, 2010 compared to the three months ended June 30, 2009. Local Limited Partnerships pay reporting fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

 
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Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009 The Partnership's net loss for the three months ended September 30, 2010 was $(67,000), reflecting a decrease of approximately $31,000 from the net loss of $(98,000) for the three months ended September 30, 2009. Equity in losses of Local Limited Partnerships decreased by $25,000 for the three months ended September 30, 2010 due to the operations of the underlying Housing Complexes fluctuating from year to year.  The accounting and legal fees increased by $(2,000) for the three months ended September 30, 2010 compared to the three months ended September 30, 2009 due to the timing of the accounting work performed.  The amortization expense decreased by $1,000 for the three months ended September 30, 2010. The Partnership evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. As impairment is recoded against the intangibles, the amortization expense for future periods is decreased. Write off of advances to Local Limited Partnerships decreased by $3,000 for the three months ended September 30, 2010. The advances made to the troubled Local Limited Partnerships can vary each year depending on the operations of the individual Local Limited Partnerships. The total operating income increased by $3,000 for the three months ended September 30, 2010 compared to the three months ended September 30, 2009.  Local Limited Partnerships pay reporting fees and distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

Six Months Ended September 30, 2010 Compared to Six Months Ended September 30, 2009  The Partnership's net loss for the six months ended September 30, 2010 was $(510,000), reflecting a decrease of approximately $664,000 from the net loss of $(1,174,000) for the six months ended September 30, 2009. The decrease was primarily due to a decrease of $516,000 in impairment loss for the six months ended September 30, 2010. The impairment loss can vary each year depending on the annual decrease in Low Income Housing Tax Credits allocated to the Partnership compared to the current net investment balance that is being carried for the particular Local Limited Partnership. Equity in losses of Local Limited Partnerships decreased by $133,000 from the six months ended September 30, 2009 due to the operations of the underlying Housing Complexes fluctuating from year to year.  The total operating income increased by $5,000 for the six months ended September 30, 2010 compared to the six months ended September 30, 2009. Local Limited Partnerships pay the reporting fees and distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. The accounting and legal fees decreased by $4,000 for the three months ended September 30, 2010 compared to the three months ended September 30, 2009 due to the timing of the accounting work performed. The amortization expense decreased by $2,000 for the six months ended September 30, 2010. The Partnership evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. As impairment is recoded against the intangibles, the amortization expense for future periods is decreased. Write off of advances to Local Limited Partnerships decreased by $3,000 for the six months ended September 30, 2010. The advances made to the troubled Local Limited Partnerships can vary each year depending on the operations of the individual Local Limited Partnerships.

Three Months Ended December 31, 2010 Compared to Three Months Ended December 31, 2009  The Partnership’s net loss for the three months ended December 31, 2010 was $(54,000), reflecting a decrease of approximately $76,000 from the $(130,000) net loss experienced for the three months ended December 31, 2009.  Equity in losses of Local Limited Partnerships decreased by $22,000 for the three months ended December 31, 2010 due to the operations of the underlying Housing Complexes fluctuating from year to year.  Gain on sale of Local Limited Partnership increased by $18,000 for the three months ended December 31, 2010 due to the sale of a Local Limited Partnership during the three months ended December 31, 2010 compared to no dispositions during the three months ended December 31, 2009.  In addition, there was a $33,000 decrease in write off of advances to Local Limited Partnerships for the three months ended December 31, 2010.  The advances made to the troubled Local Limited Partnerships can vary each year depending on the operations of the individual Local Limited Partnerships. The amortization expense decreased by $1,000 for the three months ended December 31, 2010. The Partnership evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. As impairment is recoded against the intangibles, the amortization expense for future periods is decreased.

 
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Nine Months Ended December 31, 2010 Compared to Nine Months Ended December 31, 2009  The Partnership's net loss for the nine months ended December 31, 2010 was $(563,000), reflecting a decrease of approximately $740,000 from the net loss of $(1,303,000) for the nine months ended December 31, 2009. There was a $516,000 decrease in impairment loss for the nine months ended December 31, 2010. Impairment loss can vary from year to year depending on the operations of the Local Limited Partnerships and the amount of Low Income Housing Tax Credits that are allocated each year. Equity in losses of Local Limited Partnerships decreased by $155,000 from the nine months ended December 31, 2009 due to the operations of the underlying Housing Complexes fluctuating from year to year. Gain on sale of Local Limited Partnership increased by $18,000 compared to the nine months ended December 31, 2009 due to the sale of a Local Limited Partnership during the nine months ended December 31, 2010 compared to no dispositions during the nine months ended December 31, 2009. In addition, there was a $36,000 decrease in write off of advances to Local Limited Partnerships for the nine months ended December 31, 2010.  The advances made to the troubled Local Limited Partnerships can vary each year depending on the operations of the individual Local Limited Partnerships.   The total operating income increased by $5,000 for the nine months ended December 31, 2010 compared to the nine months ended December 31, 2009. Local Limited Partnerships pay the reporting fees and distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. The amortization expense decreased by $3,000 for the nine months ended December 31, 2010. The Partnership evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. As impairment is recoded against the intangibles, the amortization expense for future periods is decreased. The accounting and legal fees decreased by $4,000 for the nine months ended December 31, 2010 compared to the nine months ended December 31, 2009 due to the timing of the accounting work performed.

Capital Resources and Liquidity

Three Months Ended June 30, 2010 Compared to Three Months Ended June 30, 2009  Net cash used during the three months ended June 30, 2010 was $(48,000), compared to net cash used during the three months ended June 30, 2009 of $(9,000).  During the three months ended June 30, 2010, the Partnership paid $20,000 in operating expense reimbursements to the General Partner or an affiliate compared to no such payments during the three months ended June 30, 2009.  During the three months ended June 30, 2010, the Partnership paid $30,000 in accrued asset management fees to the General Partner or an affiliate compared to $10,000 paid during the three months ended June 30, 2009. Each quarter the Partnership evaluates the cash position and determines how much of the operating expense reimbursements and accrued asset management fees will be paid to the General Partner or affiliate. The reporting fees increased by $2,000 for the three months ended June 30, 2010 compared to the three months ended June 30, 2009. Local Limited Partnerships pay the reporting fees and distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

Six Months Ended September 30, 2010 Compared to Six Months Ended September 30, 2009  Net cash used during the six months ended September 30, 2010 was $(44,000) compared to net cash used during the six months ended September 30, 2009 of $(22,000).  During the six months ended September 30, 2010, the Partnership paid $20,000 in operating expense reimbursements to the General Partner or an affiliate compared to $10,000 paid during the six months ended September 30, 2009.  During the six months ended September 30, 2010, the Partnership paid $30,000 in accrued asset management fees to the General Partner or an affiliate compared to $10,000 paid during the six months ended September 30, 2009. Each quarter the Partnership evaluates the cash position and determines how much of the operating expense reimbursements and accrued asset management fees will be paid to the General Partner or affiliate. During the six months ended September 30, 2009, the Partnership advanced $3,000 to one of the Local Limited Partnerships for its operating expenses compared to no such advances during the six months ended September 30, 2010. Total operating income increased by $5,000 for the six months ended September 30, 2010 compared to the six months ended September 30, 2009. Local Limited Partnerships pay the reporting fees and distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

 
26

 


Nine Months Ended December 31, 2010 Compared to Nine Months Ended December 31, 2009  Net cash used during the nine months ended December 31, 2010 was $(27,000) compared to net cash used during the nine months ended December 31, 2009 of $(24,000). The change was largely due to the increase of $18,000 in net proceeds from sale of Local Limited Partnership for the nine months ended December 31, 2010. During the nine months ended December 31, 2010, the Partnership sold one of the Local Limited Partnerships compared to no sales during the nine months ended December 31, 2009.  The Partnership reimbursed $20,000 of operating advances to the General Partner or an affiliate during the nine months ended December 31, 2010 compared to $10,000 reimbursed during the nine months ended December 31, 2009. During the nine months ended December 31, 2010, the Partnership paid $30,000 in accrued asset management fees to the General Partner or an affiliate compared to $10,000 paid during the nine months ended December 31, 2009. Each quarter the Partnership evaluates the cash position and determines how much of the operating expense reimbursements and accrued asset management fees will be paid to the General Partner or affiliate. During the nine months ended December 31, 2009, the Partnership advanced $40,000 to Local Limited Partnerships for their operating expenses compared to $4,000 advanced during the nine months ended December 31, 2010. Total operating income increased by $5,000 for the nine months ended December 31, 2010. Local Limited Partnerships pay the reporting fees and distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment. During the nine months ended December 31, 2009, the Partnership paid $1,000 of capital contributions to a Local Limited Partnership compared to none paid during the nine months ended December 31, 2010.

During the three, six and nine months ended June 30, 2009, September 30, 2009 and December 31, 2009, accrued payables, which consist primarily of related party asset management fees and advances due to the General Partner or affiliates, decreased by $32,000, $11,000 and $28,000, respectively. The General Partner does not anticipate that these accrued fees and advances will be paid until such time as capital reserves are in excess of foreseeable working capital requirements of the Partnership.

The Partnership expects its future cash flows, together with its net available assets as of December 31, 2010, to be insufficient to meet all currently foreseeable future cash requirements. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through December 31, 2012.

Other Matters

On September 13, 2011, the Partnership was notified by legal counsel for the Local General Partner of United Development Co., L.P. – 97.0 (“UD 97.0”) that the Local General Partner is being sued by Wells Fargo Bank for being in default of  past due property taxes.  Wells Fargo Bank holds the mortgage notes on this Housing Complex as well as additional properties managed by this Local General Partner.  Wells Fargo Bank has stated that all the loans are current in mortgage payments but due to the fact that property taxes are past due on all the properties, they are suing to call for all the notes to be paid in full immediately. 

The Local General Partner hired a local legal counsel who is working with Wells Fargo’s legal counsel to reach a solution and the Partnership has engaged legal counsel from the Memphis area.  The management agent has hired a new accountant to implement a new accounting system to satisfy the Wells Fargo reporting requirements.  A meeting was held on November 22, 2011 with the county to review a new payment plan on the past due taxes.  The Partnership has requested an accurate report reflecting the current status of the delinquent taxes of the Housing Complex with detail on the status and process along with the supporting documents.  According to the Partnership’s attorney, a plan was submitted by the General Partner to Wells Fargo and the county calling for a stay of proceedings by Wells Fargo pending 1) a sale of certain properties, 2) the payment of some of the tax delinquencies over time and, 3) the refinancing of properties with the intention of removing Wells Fargo by 2015.  The Partnership’s attorney is hopeful that the County and Wells Fargo will cooperate on the tax delinquencies if the payments are made according to the submitted proposal.  A request was made by Wells Fargo for setting a hearing date of January 26, 2012.

 
27

 
 
 
Wells Fargo has not dropped the lawsuit and UD 97.0 continues to be in default to Wells Fargo.   The Partnership’s investment in this Local Limited Partnership was $0 as of the date of this report.
 
West Liberty Family Apartments (“West Liberty”) has been experiencing operational issues. The 20-unit family community is located in West Liberty, KY. As of the date of this report, operational performance is still below the required benchmarks.  Physical occupancy was 100% and economic occupancy was 95%, but the Debt Service Coverage Ratio (“DSCR”) was just 0.58 with a negative cash flow of ($8,846) as of the date of this report.  This was primarily due to repair and maintenance expenses in excess of budgeted amounts as of September 30, 2011.  The replacement reserve balance was $27,357 as of the date of this report. The property has a history of operating with a cash flow deficit. Due to the Local General Partner’s past inability to fund these deficits, the Partnership has loaned over $35,000 in the past four years to assist with payables and debt service. Most recently, the Partnership loaned West Liberty funds during the fourth quarter of 2010 to cover the mortgage payment.

As of the date of this report, West Liberty is current on its mortgage payments to the lender and with vendor payables.  In the event that the Local General Partner is unable to fund future deficits, the Partnership is prepared to call for their removal and select a replacement. West Liberty is being closely monitored by the Partnership.
 
Recent Accounting Changes

In September 2006, the Financial Accounting Standards Board (the "FASB") issued accounting guidance for Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance is effective for financial statements issued for fiscal years beginning after November 15, 2008 and shall be applied prospectively except for very limited transactions. In February 2009, the FASB delayed for one year implementation of the guidance as it pertains to certain non-financial assets and liabilities. The Partnership adopted U.S. generally accepted accounting principles ("GAAP") for Fair Value Measurements effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the effective date was April 1, 2009. The Partnership has determined that adoption of this guidance had no material impact on the Partnership's financial statements.
 
In November 2008, the FASB issued accounting guidance on Equity Method Investment Accounting Considerations that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee's issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact of adopting it did not have a material impact on the Partnership's financial condition or results of operations.

 
28

 


In April 2009, the FASB issued accounting guidance for Interim Disclosures about Fair Value of Financial Instruments. This requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements. It became effective for as of and for the interim period ended June 30, 2009 and had no impact on the Partnership's financial condition or results of operations.
 
In May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Partnership did not include the disclosure in this Form 10-Q.
 
In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of VIEs.  The amended guidance modified the consolidation model to one based on control and economics, and replaced quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.  If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE.  Additionally, the amendment requires enhanced and expanded disclosures around VIEs.  This amendment was effective for fiscal years beginning after November 15, 2009.  The adoption of this guidance on April 1, 2010 did not have a material effect on the Partnership’s financial statements.

In June 2009, the FASB issued the Accounting Standards Codification (Codification). Effective July 1, 2009, the Codification is the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. The Codification is  intended to reorganize, rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership's accounting policies. The adoption of the Codification did not have a material impact on the Partnership's financial position or results of operations.

 
29

 

Item 3. Quantitative and Qualitative Disclosures About Market Risks

NOT APPLICABLE

Item 4. Controls and Procedures

(a)           Disclosure controls and procedures

As of the end of the periods covered by this report, the Partnership’s General Partner, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Associates, carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in Securities Exchange Act of 1934 Rule 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the periods covered by this report, the Partnership’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Partnership’s periodic report filings with SEC is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, consistent with the definition of “disclosure controls and procedures” under the Securities Exchange Act of 1934.

The Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.

Once the Partnership has received the necessary information from the Local Limited Partnerships, the Chief Executive Officer and the Chief Financial Officer of Associates believe that the material information required to be disclosed in the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Going forward, the Partnership will use the means reasonably within its power to impose procedures designed to obtain from the Local Limited Partnerships the information necessary to the timely filing of the Partnership’s periodic reports.

(b)           Changes in internal controls

There were no changes in the Partnership’s internal control over financial reporting that occurred during the quarters ended June 30, 2010, September 30, 2010 and December 31, 2010 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 
30

 

Part II.
Other Information
   
Item 1.
Legal Proceedings
   
 
NONE
   
Item 1A.
Risk Factors
   
 
No material changes in risk factors as previously disclosed in the Partnership’s Form 10-K.
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   
 
NONE
   
Item 3.
Defaults Upon Senior Securities
   
 
NONE
   
Item 4.
(Removed and Reserved)
   
Item 5.
Other Information
   
 
NONE
   
Item 6.
Exhibits

 
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14 or 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
 
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14 or 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

32.1
Section 1350 Certification of the Chief Executive Officer. (filed herewith)

32.2
Section 1350 Certification of the Chief Financial Officer. (filed herewith)

 
31

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
 
 
By:  WNC & Associates, Inc. General Partner





By: /s/ Wilfred N. Cooper, Jr.

Wilfred N. Cooper, Jr.
President and Chief Executive Officer of WNC & Associates, Inc.

Date: December 12, 2011



 
By:  /s/ Melanie R. Wenk

Melanie R. Wenk
Vice-President - Chief Financial Officer of WNC & Associates, Inc.

Date: December 12, 2011



 
32