10-Q 1 nt614q2008.txt FORM 10Q 12/31/08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2008 For the Quarterly Period Ended September 30, 2008 For the Quarterly Period Ended December 31, 2008 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: 333-124115 333-124116 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 14 20-2355224 California 20-2355303 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 17782 Sky Park Circle, Irvine, CA 92614 ( Address of principle 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 13 (A California Limited Partnership) INDEX TO FORM 10-Q For the Quarterly Period Ended June 30, 2008 For the Quarterly Period Ended September 30, 2008 For the Quarterly Period Ended December 31, 2008 WNC Housing Tax Credit Fund VI, L.P., Series 14 ("Series 14") currently has no assets or liabilities and has had no operations. Accordingly, no financial information is included herein for Series 14. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets As of June 30, 2008, September 30, 2008, December 31, 2008 and March 31, 2008......................................................3 Statements of Operations For the Three Months Ended June 30, 2008 and 2007...................4 For the Three and Six Months Ended September 30, 2008 and 2007......5 For the Three and Nine Months Ended December 31, 2008 and 2007......6 Statements of Partners' Equity (Deficit) For the Three Months Ended June 30, 2008 ...........................7 For the Six Months Ended September 30, 2008 ........................7 For the Nine Months Ended December 31, 2008 ........................7 Statements of Cash Flows For the Three Months Ended June 30, 2008 and 2007...................8 For the Six Months Ended September 30, 2008 and 2007...............10 For the Nine Months Ended December 31, 2008 and 2007...............12 Notes to Financial Statements............................................14 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............................27 Item 3. Quantitative and Qualitative Disclosures About Market Risk.......32 Item 4T. Controls and Procedures ......................................32 PART II. OTHER INFORMATION Item 1. Legal Proceedings................................................33 Item 1A. Risk Factors....................................................33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.....33 Item 3. Defaults Upon Senior Securities.................................33 Item 4. Submission of Matters to a Vote of Security Holders.............33 Item 5. Other Information...............................................33 Item 6. Exhibits........................................................34 Signatures............................................................. .35 2 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) BALANCE SHEETS (Unaudited) June 30, September 30, December 31, March 31, 2008 2008 2008 2008 ---------------- -------------- --------------- ------------- ASSETS Cash and cash equivalents $ 2,244,793 $ 1,924,292 $ 1,774,091 $ 3,715,123 Investments in Local Limited Partnerships, net (Notes 2 and 3) 15,235,211 14,540,383 13,870,230 15,943,480 ---------------- --------------- -------------- ------------- Total Assets $ 17,480,004 $ 16,464,675 $ 15,644,321 $ 19,658,603 =============== =============== ============== ============ LIABILITIES AND PARTNERS' EQUITY (DEFICIT) Liabilities: Payables to Local Limited Partnerships (Note 4) $ 1,878,784 $ 1,530,390 $ 1,337,043 $ 3,353,604 Accrued expenses 17,765 - - 17,765 Accrued fees and expenses due to General Partner and affiliates (Note 3) 162,507 184,573 240,633 111,896 --------------- -------------- ------------- ------------ Total Liabilities 2,059,056 1,714,963 1,577,676 3,483,265 --------------- -------------- -------------- ----------- Partners equity (deficit): General Partner (2,738) (3,410) (4,093) (1,984) Limited Partners (25,000 Partnership Units authorized; 20,981 Partnership Units issued and outstanding) 15,423,686 14,753,122 14,070,738 16,177,322 --------------- ------------ -------------- ------------ Total Partners Equity (Deficit) 15,420,948 14,749,712 14,066,645 16,175,338 -------------- ---------------- -------------- ----------- Total Liabilities and Partners Equity (Deficit)$ 17,480,004 $ 16,464,675 $ 15,644,321 $ 19,658,603 ============== ================ =============== ============

See accompanying notes to financial statements 3 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) STATEMENTS OF OPERATIONS For the Three Months Ended June 30, 2008 and 2007 (Unaudited) 2008 2007 ----------------- ------------------ Three Months Three Months ----------------- ------------------ Reporting fees $ 1,500 $ - ----------------- ------------------ Operating expenses: Amortization (Note 2) 17,175 9,720 Asset management fees (Note 3) 44,762 32,098 Asset management expenses 4,161 3,175 Impairment loss 80,344 - Legal and accounting fees 290 884 Other 1,398 1,203 ----------------- ------------------ Total operating expenses 148,130 47,080 ----------------- ------------------ Loss from operations (146,630) (47,080) Equity in losses of Local Limited Partnerships (Note 2) (610,750) (453,836) Interest income 2,990 118,483 ----------------- ------------------ Net loss $ (754,390) $ (382,433) ================= ================== Net loss allocated to: General Partner $ (754) $ (382) ================= ================== Limited Partners $ (753,636) $ (382,051) ================= ================== Net loss per Partnership Unit $ (35.92) $ (18.21) ================= ================== Outstanding weighted Partnership Units 20,981 20,981 ================= ==================

See accompanying notes to financial statements 4 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) STATEMENTS OF OPERATIONS For the Three Months and Six Months Ended September 30, 2008 and 2007 (Unaudited) 2008 2007 ------------------------------------- --------------------------------------- Three Six Three Six Months Months Months Months ----------------- --------------- ---------------- ----------------- Other income $ - $ - $ 7 $ 7 Reporting fees 5,833 7,333 - - ----------------- --------------- ---------------- ----------------- Total operating income 5,833 7,333 7 7 Operating expenses: Amortization (Note 2) 17,175 34,350 13,298 23,018 Asset management fees (Note 3) 44,681 89,443 37,395 69,493 Asset management expenses 3,384 7,545 3,745 6,920 Impairment loss - 80,344 - - Legal and accounting fees 8,882 9,172 13,550 14,434 Other 5 1,403 33 1,236 --------------- --------------- ---------------- ----------------- Total operating expenses 74,127 222,257 68,021 115,101 --------------- --------------- ---------------- ----------------- Loss from operations (68,294) (214,924) (68,014) (115,094) Equity in losses of Local Limited Partnerships (Note 2) (610,750) (1,221,500) (460,172) (914,008) Interest income 7,808 10,798 97,539 216,022 ---------------- -------------- ---------------- ----------------- Net loss $ (671,236) $ (1,425,626) $ (430,647) $ (813,080) ================ ============== =============== ================= Net loss allocated to: General Partner $ (672) $ (1,426) $ (431) $ (813) ================ ============== =============== ================= Limited Partners $ (670,564) $ (1,424,200) $ (430,216) $ (812,267) ================ ============== =============== ================= Net loss per Partnership Unit $ (31.96) $ (67.88) $ (20.50) $ (38.71) ================ ============== =============== ================= Outstanding weighted Partnership Units 20,981 20,981 20,981 20,981 ================ ============== ================ =================

See accompanying notes to financial statements 5 WNC HOUSING TAX CREDIT FUND VI L.P., SERIES 13 (A California Limited Partnership) STATEMENTS OF OPERATIONS For the Three Months and Nine Months Ended December 31, 2008 and 2007 (Unaudited) 2008 2007 ----------------------------------- ---------------------------------------- Three Nine Three Nine Months Months Months Months -------------- -------------- ----------------- -------------- Other income $ - $ - $ - $ 7 Reporting fees - 7,333 - - -------------- -------------- ----------------- -------------- Total operating income - 7,333 - 7 Operating expenses: Amortization (Note 2) 17,175 51,525 17,175 40,193 Asset management fees (Note 3) 44,625 134,068 44,142 113,635 Asset management expenses 1,889 9,434 4,458 11,378 Impairment loss - 80,344 - - Legal and accounting fees 9,536 18,708 - 14,434 Other 9 1,412 2,068 3,304 -------------- -------------- ----------------- -------------- Total operating expenses 73,234 295,491 67,843 182,944 -------------- -------------- ----------------- -------------- Loss from operations (73,234) (288,158) (67,843) (182,937) Equity in losses of Local Limited Partnerships (Note 2) (610,750) (1,832,250) (472,853) (1,386,861) Interest income 917 11,715 63,586 279,608 -------------- -------------- ----------------- -------------- Net loss $ (683,067) $ (2,108,693) $ (477,110) $ (1,290,190) ============== ============== ================= ============== Net loss allocated to: General Partner $ (683) $ (2,109) $ (477) $ (1,290) ============== ============== ================= ============== Limited Partners $ (682,384) $ (2,106,584) $ (476,633) $ (1,288,900) ============== ============== ================= ============== Net loss per Partnerships Units $ (32.52) $ (100.40) $ (22.72) $ (61.43) ============== ============== ================= ============== Outstanding weighted Partnership Units 20,981 20,981 20,981 20,981 ============== ============== ================= ==============

See accompanying notes to financial statements 6 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) STATEMENTS OF PARTNERS EQUITY (DEFICIT) For the Three Months Ended June 30, 2008, Six Months Ended September 30, 2008 and Nine Months Ended December 31, 2008 (Unaudited) For the Three Months Ended June 30, 2008 General Limited Partner Partners Total --------------- ---------------- ------------------ Partners equity (deficit) at March 31, 2008 $ (1,984) $ 16,177,322 $ 16,175,338 Net loss (754) (753,636) (754,390) --------------- ---------------- ----------------- Partners equity (deficit) at June 30, 2008 $ (2,738) $ 15,423,686 $ 15,420,948 =============== ================ =================

For the Six Months Ended September 30, 2008 General Limited Partner Partners Total --------------- ---------------- ------------------ Partners equity (deficit) at March 31, 2008 $ (1,984) $ 16,177,322 $ 16,175,338 Net loss (1,426) (1,424,200) (1,425,626) --------------- ---------------- ------------------ Partners equity (deficit) at September 30, 2008 $ (3,410) $ 14,753,122 $ 14,749,712 =============== ================ ==================

For the Nine Months Ended December 31, 2008 General Limited Partner Partners Total --------------- ---------------- ------------------ Partners equity (deficit) at March 31, 2008 $ (1,984) $ 16,177,322 $ 16,175,338 Net loss (2,109) (2,106,584) (2,108,693) --------------- ---------------- ------------------ Partners equity (deficit) at December 31, 2008 $ (4,093) $ 14,070,738 $ 14,066,645 =============== ================ ==================

See accompanying notes to financial statements 7 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) STATEMENTS OF CASH FLOWS - CONTINUED For the Three Months Ended June 30, 2008 and 2007 (Unaudited) 2008 2007 ---------------- ------------------ Cash flows from operating activities: Net loss $ (754,390) $ (382,433) Adjustments to reconcile net loss to net cash provided operating activities: Amortization 17,175 9,720 Equity in losses of Local Limited Partnerships 610,750 453,836 Impairment loss 80,344 - Change in accrued fees and expenses due to General Partner and affiliates 50,611 (43,179) ---------------- ------------------ Net cash provided by operating activities 4,490 37,944 ---------------- ------------------ Cash flows used in investing activities: Investment in Local Limited Partnerships, net (1,474,820) (2,154,047) ---------------- ------------------ Net cash used in investing activities (1,474,820) (2,154,047) ---------------- ------------------ Cash flows used in financing activities: Offering expenses - (14,070) ---------------- ------------------ Net cash used in financing activities - (14,070) ---------------- ------------------ Net decrease in cash (1,470,330) (2,130,173) Cash, beginning of period 3,715,123 11,964,300 ---------------- ------------------ Cash, end of period $ 2,244,793 $ 9,834,127 ================ ================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Taxes paid $ - $ - ================ ================== SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES Offering expenses included within due to General Partner and affiliates $ - $ 1,400 ================= ===================

See accompanying notes to financial statements 8 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) STATEMENTS OF CASH FLOWS - CONTINUED For the Three Months Ended June 30, 2008 and 2007 (Unaudited) The Partnership increased its investment in Local Limited Partnerships and decreased prepaid acquisition fees and costs$ $ - $ 270,386 =================== =================== The Partnership increased its investment in Local Limited Partnerships for unpaid capital contributions payable to Local Limited Partnerships $ - $ 279,550 =================== ===================

See accompanying notes to financial statements 9 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) STATEMENTS OF CASH FLOWS For the Six Months Ended September 30, 2008 and 2007 (Unaudited) 2008 2007 -------------- ---------------- Cash flows from operating activities: Net loss $ (1,425,626) $ (813,080) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization 34,350 23,018 Equity in losses of Local Limited Partnerships 1,221,500 914,008 Impairment loss 80,344 - Change in accrued expenses (17,765) 9,765 Change in accrued fees and expenses due to General Partner and affiliates 72,677 (53,125) -------------- ---------------- Net cash provided by (used in) operating activities (34,520) 80,586 -------------- ---------------- Cash flows used in investing activities: Investments in Local Limited Partnerships, net (1,757,311) (4,284,896) Distributions received from Local Limited Partnerships 1,000 - -------------- ---------------- Net cash used in investing activities (1,756,311) (4,284,896) -------------- ---------------- Cash flows provided by financing activities: Collection of promissory notes receivable - 142,085 Offering expenses - (22,722) -------------- ---------------- Net cash provided by financing activities - 119,363 -------------- ---------------- Net decrease in cash (1,790,831) (4,084,947) Cash, beginning of period 3,715,123 11,964,300 -------------- ---------------- Cash, end of period $ 1,924,292 $ 7,879,353 ============== ================ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Taxes paid $ - $ - ============== ================ SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES Offering expenses included within due to General Partner and affiliates $ - $ 1,400 ============== ================ The Partnership decreased its investment in Local Limited Partnerships and decreased its payables to Local Limited Partnerships for tax credits not generated $ 65,903 $ - ============== ================

See accompanying notes to financial statements 10 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) STATEMENTS OF CASH FLOWS - CONTINUED For the Six Months Ended September 30, 2008 and 2007 (Unaudited) The Partnership increased its investment in Local Limited Partnerships and decreased prepaid acquisition fees and costs $ - $ 910,151 =================== =================== The Partnership increased its investment in Local Limited Partnerships for unpaid capital contributions payable to Local Limited Partnerships $ - $ 2,229,178 =================== ===================

See accompanying notes to financial statements 11 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) STATEMENTS OF CASH FLOWS For the Nine Months Ended December 31, 2008 and 2007 (unaudited) 2008 2007 --------------- ---------------- Cash flows from operating activities: Net loss $ (2,108,693) $ (1,290,190) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization 51,525 40,193 Equity in losses of Local Limited Partnerships 1,832,250 1,386,861 Impairment loss 80,344 - Change in accrued expenses (17,765) 9,765 Change in accrued fees and expenses due to General Partner and/or affiliates 128,736 (11,156) --------------- --------------- Net cash provided by (used in) operating activities (33,603) 135,473 --------------- ---------------- Cash flows used in investing activities: Investments in Local Limited Partnerships, net (1,908,429) (5,994,461) Distributions received from Local Limited Partnerships 1,000 - --------------- ---------------- Net cash used in investing activities (1,907,429) (5,994,461) --------------- ---------------- Cash flows provided by financing activities: Collection of promissory notes receivable - 142,085 Offering expenses - (24,122) --------------- ---------------- Net cash provided by financing activities - 117,963 --------------- ---------------- Net decrease in cash (1,941,032) (5,741,025) Cash, beginning of period 3,715,123 11,964,300 --------------- ---------------- Cash, end of period $ 1,774,091 $ 6,223,275 =============== ================ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Taxes paid $ - $ - =============== ================ SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES The Partnership decreased its investment in Local Limited Partnerships and decreased its payables to Local Limited Partnerships for tax credits not generated $ 108,131 $ - =============== ================

See accompanying notes to financial statements 12 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) STATEMENTS OF CASH FLOWS - CONTINUED For the Nine Months Ended December 31, 2008 and 2007 (unaudited) The Partnership increased its investment in Local Limited Partnerships and decreased prepaid acquisition fees and costs $ - $ 910,151 =================== =================== The Partnership increased its investment in Local Limited Partnerships for unpaid capital contributions payable to Local Limited Partnerships $ 2,229,178 $ 2,229,178 =================== ===================

See accompanying notes to financial statements 13 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (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, 2008, six months ended September 30, 2008 and nine months ended December 31, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2009. 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, 2008. Organization ------------ WNC Housing Tax Credit Fund VI, L.P., Series 13, a California Limited Partnership (the "Partnership") (a Development Stage Enterprise), was formed on February 7, 2005 under the laws of the State of California, and commenced operations on December 14, 2005. The Partnership was formed to invest primarily in other limited partnerships and limited liability companies (the "Local Limited Partnerships") which own and operate multi-family housing complexes (the "Housing Complex") that are eligible for Low Income Housing Tax Credits. The local general partners (the "Local General Partners") of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complex. Each Local Limited Partnership is governed by its agreement of limited partnership (the "Local Limited Partnership Agreement"). WNC Housing Tax Credit Fund VI, L.P., Series 14 ("Series 14") currently has no assets or liabilities and has had no operations. Accordingly, no financial information is included herein for Series 14. The general partner of the Partnership is WNC National Partners, LLC (the "General Partner".) The general partner of the General Partner is WNC & Associates, Inc. ("Associates"). The chairman and the president of Associates owns all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through Associates, as the Partnership and General Partner have no employees of their own. The Partnership shall continue in full force and effect until December 31, 2070, 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 authorizes the sale of up to 25,000 units at $1,000 per partnership Unit ("Partnership Units"). As of March 31, 2006, subscriptions for 7,691 Units had been accepted by the Partnership. The required minimum offering amount of $1,400,000 was achieved by December 14, 2005. As of March 31, 2007 total subscriptions for 20,981 Partnership Units had been accepted, representing $20,965,400 which is net of volume discounts of $4,540 and dealer discounts of $11,060. The General Partner has a 0.1% interest in operating profits and losses, taxable income and losses, in cash available for distribution from the Partnership and Low Income Housing Tax Credits. The investors (the "Limited Partners") in the Partnership will be allocated the remaining 99.9% of these items in proportion to their respective investments. This offering was closed on September 21, 2006. 14 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued -------------------------------------------------------------- The proceeds from the disposition of any of the Housing Complexes 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 from the proceeds remaining after payment of Partnership obligations and funding reserves, equal to their capital contributions and their return on investment (as defined in the Partnership Agreement). The General Partner would then be entitled to receive proceeds equal to their 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 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. 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 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. 15 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued -------------------------------------------------------------- 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. 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 are completing their Compliance Periods. With that in mind, as of December 31, 2008, the General Partner has not begun reviewing the Housing Complexes for potential disposition, since none of the Housing Complexes have satisfied the IRS compliance requirements. Once the Housing Complexes have satisfied the IRS compliance requirements, the review will take into many consideration 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 syndication, the Partnership will expect 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. Local Limited Partnership interests may be disposed of any time by the General Partner in its discretion. No Local Limited Partnerships have been identified for disposition as of December 31, 2008. Subsequent to December 31, 2008, on December 24, 2009 the Partnership identified two Local Limited Partnerships, Fernwood Meadows, L.P. ("Fernwood") and Sierra's Run, L.P. ("Sierra's Run") for disposition in order to generate sufficient equity to complete the purchase of Davenport Housing VII, L.P. (See footnote 3 to the audited financial statements.) On February 12, 2010, Fernwood and Sierra's Run were sold, subject to a condition subsequent that the Limited Partners approve the sales by a majority in interest of the Limited Partners. The approval of the Limited Partners will be sought as the transfers were to a limited partnership that is affiliated with the Partnership. Fernwood and Sierra's Run were sold for an aggregate purchase price of $2,829,427. The Partnership's net investment balances in Fernwood and Sierra's Run were $1,904,702 and $1,805,558, respectively, at the time of the sale. Accordingly, the Partnership would recognize a loss on the sale of Local Limited Partnerships in the amount of approximately $881,000 if the sales are approved by the Limited Partners. Fernwood and Sierra's Run will complete their 15-year compliance periods in 2022; therefore there is a risk of tax credit recapture. The maximum exposure of recapture (excluding the interest and penalties related to the recapture) is $177,508 and $170,246, respectively, for Fernwood and Sierra's Run, which equates to $16.57 per Partnership Unit in the aggregate. Under the circumstances, the General Partner believes there is a reasonable expectation that each Local Limited Partnership will continue to be operated as qualified low income housing for the balance of its compliance period, and, accordingly, does not anticipate that there will be any recapture. 16 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued -------------------------------------------------------------- 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 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 are capitalized as part of the investment and are being amortized over 30 years (see Note 2). "Equity in losses of Local Limited Partnerships" for each of the periods ended June 30, 2008, September 30, 2008, December 31, 2008 and 2007, respectively have been recorded by the Partnership. Management's estimate for the three, six and nine-month periods is based on either actual unaudited results reported by the Local Limited Partnerships or historical trends in the operations of the Local Limited Partnerships. In subsequent annual financial statements, upon receiving the actual annual results reported by the Local Limited Partnerships, management reverses its prior estimate and records the actual 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. As soon as the investment balance reaches zero, the related costs of acquiring the investment are impaired (see Note 2). If the Local Limited Partnerships reported 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). The Partnership does not consolidate the accounts and activities of the Local Limited Partnerships, which are considered Variable Interest Entities under Financial Accounting Standards Board ("FASB") Interpretation No. 46-Revised, "Consolidation of Variable Interest Entities", because the Partnership is not considered the primary beneficiary. The Partnership's balance in investments in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on such investments, represents the maximum exposure to loss in connection with such investments. The Partnership's exposure to loss on the 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 guarantees against Low Income Housing Tax Credit recapture. 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. For all periods presented none of the investment balances had reached zero. 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, 2008, September 30, 2008, December 31, 2008 and March 31, 2008, the Partnership had cash equivalents of approximately $2,185,000, $1,886,000, $1,736,000 and $3,664,000, respectively. 17 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued -------------------------------------------------------------- Concentration of Credit Risk ---------------------------- For all periods presented, the Partnership maintained cash balances at certain financial institutions in excess of the federally insured maximum. The Partnership believes it is not exposed to any significant financial risk on cash. Reporting Comprehensive Income ------------------------------ The Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income established standards for the reporting and display of comprehensive income (loss) and its components in a full set of general-purpose financial statements. The Partnership had no items of other comprehensive income for all periods presented, as defined by SFAS No. 130. Income Taxes ------------ No provision for income taxes has been recorded in the financial statements as any liability and or benefits for income taxes flows to the partners of the Partnership and is their obligation and/or benefit. For income tax purposes the Partnership reports on a calendar year basis. In June 2006, the FASB issued Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48), an interpretation of FASB Statement No. 109. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership's tax returns to determine whether the tax positions are more-likely-than-not of being sustained upon examination by the applicable tax authority, based on the technical merits of the tax position, and then recognizing the tax benefit that is more-likely-than-not to be realized. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current reporting period. As required, the Partnership adopted FIN 48 effective April 1, 2007 and concluded that the effect is not material to its financial statements. Accordingly, no cumulative effect adjustment related to the adoption of FIN 48 was recorded. Net Loss Per Partnership Unit ----------------------------- Net loss per Partnership Unit is calculated pursuant to Statement of Financial Accounting Standards No. 128, Earnings Per Share. Net loss per Partnership Unit includes no dilution and is computed by dividing loss allocated 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 are being amortized over 30 years using the straight-line method. Amortization expense for the three months ended June 30, 2008 and 2007 was $17,175 and $9,720, respectively. For the six months ended September 30, 2008 and 2007 amortization expense was $34,350 and $23,018, respectively, and for the nine months ended December 31, 2008 and 2007 it was $51,525 and $40,193, respectively. 18 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued -------------------------------------------------------------- Impairment ---------- A loss in value from a Local Limited Partnership other than a temporary decline is recorded as an impairment loss. Impairment is measured by comparing the investment carrying amount to the sum of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value to the Partnership. For the the three months ended June 30, 2008 and 2007, the Partnership recorded an impairment loss of $80,344 and $0, respectively. For the six months ended September 30, 2008 and 2007 an impairment loss of $80,344 and $0, respectively, was recorded and for the nine months ended December 31, 2008 and 2007, an impairment loss of $80,344 and $0, respectively, was recorded. 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 investment's carrying amount after impairment and the related intangible assets to the sum of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value of the investment. During each of the three months ended June 30, 2008 and 2007, the six months ended September 30, 2008 and 2007 and the nine months ended December 31, 2008 and 2007, there was no impairment loss recorded on the related intangibles. Syndication Costs ----------------- Costs paid in connection with the offering of the Partnership Units are charged against the Limited Partner's equity as incurred. Offering Expenses ----------------- Nonaccountable organization and offering expense reimbursements are included as syndication costs and charged against the Limited Partners equity, except for $75,000 which was charged to operations during the year ended March 31, 2006. The sales commission that was paid to third-party broker dealers for the selling of Partnership Units were also included as syndication costs and charged against the Limited Partners equity. NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS -------------------------------------------------- As of the periods presented, the Partnership had acquired limited partnership interests in ten Local Limited Partnerships, each of which owns one Housing Complex consisting of an aggregate of 647 apartment units. 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. A loss in value from a Local Limited Partnership other than a temporary decline is recorded as an impairment loss. Impairment is measured by comparing the investment carrying amount to the sum of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value to the Partnership. For the the three months ended June 30, 2008 and 2007, the Partnership recorded an impairment loss of $80,344 and $0, respectively. For the six months ended September 30, 2008 and 2007 an impairment loss of $80,344 and $0, respectively, was recorded and for the nine months ended December 31, 2008 and 2007, an impairment loss of $80,344 and $0, respectively, was recorded. 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 investment's carrying amount after impairment and the related intangible assets to the sum of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value of the investment. During each of the three months ended June 30, 2008 and 2007, the six months ended September 30, 2008 and 2007 and the nine months ended December 31, 2008 and 2007, there was no impairment loss recorded on the related intangibles. 19 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued ------------------------------------------------------------- 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 For the Year Months Ended Ended June 30, 2008 March 31, 2008 ----------------------- ------------------ Investments per balance sheet, beginning of period $ 15,943,480 $ 8,726,771 Investments purchased and paid - 5,970,905 Capital contributions payable, net - 2,252,595 Equity in losses of Local Limited Partnerships (610,750) (1,859,713) Impairment loss (80,344) - Tax credit adjustments - 139 Capitalized acquisition costs and fees - 910,151 Amortization of capitalized acquisition fees and costs (17,166) (57,332) Amortization of capitalized warehouse interest and costs (9) (36) ---------------------- ------------------ Investments per balance sheet, end of period $ 15,235,211 $ 15,943,480 ===================== ==================

For the Six For the Year Months Ended Ended September 30, 2008 March 31, 2008 ----------------------- ------------------ Investments per balance sheet, beginning of period $ 15,943,480 $ 8,726,771 Investments purchased and paid - 5,970,905 Capital contributions payable, net - 2,252,595 Equity in losses of Local Limited Partnerships (1,221,500) (1,859,713) Impairment loss (80,344) - Distributions received from Local Limited Partnerships (1,000) - Tax credit adjustments (65,903) 139 Capitalized acquisition costs and fees - 910,151 Amortization of capitalized acquisition fees and costs (34,332) (57,332) Amortization of capitalized warehouse interest and costs (18) (36) --------------------- ------------------ Investments per balance sheet, end of period $ 14,540,383 $ 15,943,480 ===================== ==================

20 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued ------------------------------------------------------------- For the Nine For the Year Months Ended Ended December 31, 2008 March 31, 2008 ----------------------- ----------------- Investments per balance sheet, beginning of period $ 15,943,480 $ 8,726,771 Investments purchased and paid - 5,970,905 Capital contributions payable, net - 2,252,595 Equity in losses of Local Limited Partnerships (1,832,250) (1,859,713) Impairment loss (80,344) - Distributions received from Local Limited Partnerships (1,000) Tax credit adjustments (108,131) 139 Capitalized acquisition costs and fees - 910,151 Amortization of capitalized acquisition fees and costs (51,498) (57,332) Amortization of capitalized warehouse interest and costs (27) (36) ----------------------- ----------------- Investments per balance sheet, end of period $ 13,870,230 $ 15,943,480 ======================== ==================

For the Three Months For the Year Ended Ended June 30, 2008 March 31, 2008 ----------------------- -------------------- Investments in Local Limited Partnerships, net $ 13,442,292 $ 14,133,386 Acquisition fees and costs, net of accumulated amortization of $96,333 and $79,167 1,791,957 1,809,123 Warehouse interest and costs, net of accumulated amortization of $77 and $68 962 971 ----------------------- -------------------- Investments per balance sheet, end of period $ 15,235,211 $ 15,943,480 ======================= ====================

For the Six Months For the Year Ended Ended September 30, 2008 March 31, 2008 ----------------------- -------------------- Investments in Local Limited Partnerships, net $ 12,764,639 $ 14,133,386 Acquisition fees and costs, net of accumulated amortization of $113,499 and $79,167 1,774,791 1,809,123 Warehouse interest and costs, net of accumulated amortization of $86 and $68 953 971 ----------------------- -------------------- Investments per balance sheet, end of period $ 14,540,383 $ 15,943,480 ======================= ====================

21 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued ------------------------------------------------------------- For the Nine Months For the Year Ended Ended December 31, 2008 March 31, 2008 ----------------------- -------------------- Investments in Local Limited Partnerships, net $ 12,111,661 $ 14,133,386 Acquisition fees and costs, net of accumulated amortization of $130,665 and $79,167 1,757,625 1,809,123 Warehouse interest and costs, net of accumulated amortization of $95 and $68 944 971 ----------------------- -------------------- Investments per balance sheet, end of period $ 13,870,230 $ 15,943,480 ======================= ====================

Selected financial information for the three months ended June 30, 2008 and 2007 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 2008 2007 ---------------------- ------------------ Revenues $ 1,129,000 $ 812,000 ---------------------- ------------------ Expenses: Interest expense 305,000 350,000 Depreciation and amortization 473,000 221,000 Operating expenses 962,000 695,000 ---------------------- ------------------ Total expenses 1,740,000 1,266,000 ---------------------- ------------------ Net loss $ (611,000) $ (454,000) ====================== ================== Net loss allocable to the Partnership $ (611,000) $ (454,000) ====================== ================== Net loss recorded by the Partnership $ (611,000) $ (454,000) ======================= ==================

Selected financial information for the six months ended September 30, 2008 and 2007 from the unaudited combined condensed financial statements of the Local Limited Partnerships in which the Partnership has invested is as follows: 22 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued ------------------------------------------------------------- COMBINED CONDENSED STATEMENTS OF OPERATIONS 2008 2007 ------------------- --------------------- Revenues $ 2,258,000 $ 1,713,000 ------------------- --------------------- Expenses: Interest expense 610,000 723,000 Depreciation and amortization 947,000 457,000 Operating expenses 1,923,000 1,463,000 ------------------- --------------------- Total expenses 3,480,000 2,643,000 ------------------- --------------------- Net loss $ (1,222,000) $ (930,000) =================== ===================== Net loss allocable to the Partnership $ (1,222,000) $ (914,000) =================== ===================== Net loss recorded by the Partnership $ (1,222,000) $ (914,000) =================== =====================

Selected financial information for the nine months ended December 31, 2008 and 2007 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 2008 2007 ---------------------- ------------------ Revenues $ 3,387,000 $ 2,570,000 ---------------------- ------------------ Expenses: Interest expense 915,000 1,085,000 Depreciation and amortization 1,420,000 686,000 Operating expenses 2,885,000 2,194,000 ---------------------- ------------------ Total expenses 5,220,000 3,965,000 ---------------------- ------------------ Net loss $ (1,833,000) $ (1,395,000) ====================== ================== Net loss allocable to the Partnership $ (1,832,000) $ (1,387,000) ====================== ================== Net loss recorded by the Partnership $ (1,832,000) $ (1,387,000) ====================== ==================

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. 23 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued ------------------------------------------------------------- Troubled Housing Complexes -------------------------- One Local Limited Partnership, Davenport Housing VII, L.P., ("Davenport") started construction in October 2006 and was scheduled to be completed in June 2008. Construction was delayed due to the original Local General Partner defaulting on his construction guarantee and resulting disputed mechanic liens on the property. In November 2008, the original Local General Partner was replaced with a new Local General Partner, Shelter Resource Corporation due to restrictions implemented by the Iowa Finance Authority ("IFA"). Subsequently, with IFA's approval, the defaulting original Local General Partner was removed from the Partnership leaving Shelter Resource Corporation as the sole Local General Partner. As of March 31, 2009 construction of the property was 75% complete and a certificate of occupancy was granted for both buildings in December 2009. The Partnership engaged all sub-contractors to sign new construction contracts, along with lien releases for any and all work done after their engagement. Subsequent to December 31, 2007, the Partnership has voluntarily advanced $868,486 to Davenport for construction related costs. It is anticipated that Davenport will be fully completed by March 31, 2010 and achieve stabilized operations by May 31, 2010. Davenport has been awarded state historical tax credits from the State of Iowa, federal historical credits and federal Low Income Housing Tax Credits. The State historical credits are given in the form of a refund check from the State in conjunction with the State tax return filing. The net amount of the check after applicable federal taxes will be contributed back to the property to help fund construction shortfalls. Davenport was also allocated additional federal Low Income Housing Tax Credits as well as federal historical tax credits. Upon the Limited Partners' approval of the disposition of Sierra's Run and Fernwood, the Partnership will purchase the additional credits. See the exit strategy in footnote 1 regarding the disposition of Sierra's Run and Fernwood. 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 up to 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. At the end of all periods presented, the Partnership incurred acquisition fees of $1,468,670. Accumulated amortization of these capitalized costs was $101,633, $88,281, $74,929 and $61,577 as of December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008, respectively. (b) Reimbursement of costs incurred by the General Partner or an affiliate of Associates in connection with the acquisition of Local Limited Partnerships. These reimbursements have not exceeded 2% of the gross proceeds. As of the end of all periods presented, the Partnership incurred acquisition costs of $419,620, which have been included in investments in Local Limited Partnerships. Accumulated amortization was $29,032, $25,218, $21,404 and $17,590 as of December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008, respectively. (c) An annual asset management fee not to exceed 0.5% of the invested assets (defined as the sum of the Partnership's investment in Local Limited Partnerships, plus the revenues of the Partnership of up to 5% of gross Partnership Unit sales proceeds, and the Partnership's allocable share of the amount of the mortgage loans on, and other debts related to, the Housing Complexes) of the Local Limited Partnerships. Asset management fees of $44,762 and $32,098 were incurred during the three months ended June 30, 2008 and 2007, respectively. For the six months ended September 30, 2008 and 2007, the Partnership incurred asset 24 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 3 - RELATED PARTY TRANSACTIONS, continued ---------------------------------------------- management fees of $89,443 and $69,493, respectively. Management fees of $134,068 and $113,635 were incurred during the nine months ended December 31, 2008 and 2007, respectively. The Partnership paid the General Partner or its affiliates $0 and $79,139 of those fees during the three months ended June 30, 2008 and 2007, respectively, $15,000 and $114,436 during the six months ended September 30, 2008 and 2007, respectively, and $15,000 and $114,436 during the nine months ended December 31, 2008 and 2007, respectively. (d) A subordinated disposition fee will be paid 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 return on investment (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No disposition fees have been incurred for all periods presented. (e) The Partnership reimburses the General Partner or its affiliates for operating expenses incurred on behalf of the Partnership. Operating expense reimbursements were $0 during each of the three months ended June 30, 2008 and 2007 $19,886 and $19,607 for the six months ended September 30, 2008 and 2007, respectively, and $19,886 and $28,306 during the nine months ended December 31, 2008 and 2007, respectively. The accrued fees and expenses due to General Partner and affiliates consisted of the following at: June 30, 2008 September 30, December 31, March 31, 2008 2008 2008 ---------------- ----------------- ----------------- -------------- Asset management fee payable $ 142,621 $ 172,302 $ 216,927 $ 97,859 Reimbursement for expenses paid by General Partners or an affiliate on behalf of the Partnership 19,886 12,271 23,706 14,037 ---------------- ----------------- ----------------- -------------- Total $ 162,507 $ 184,573 $ 240,633 $ 111,896 ================ ================= ================= ==============

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 - PAYABLES TO LOCAL LIMITED PARTNERSHIPS ----------------------------------------------- Payables to Local Limited Partnerships amounting to $1,337,043, $1,530,390, $1,878,784 and $3,353,604 at December 31, 2008, September 30, 2008, June 30, 2008 and March 31, 2008, respectively, represent amounts, which are due at various times based on conditions specified in the respective Local Limited Partnership agreements. These contributions are payable in installments and are generally due upon the Local Limited Partnerships achieving certain development and operating benchmarks (generally within two years of the Partnership's initial investment). The payables to Local Limited Partnerships are subject to adjustment in certain circumstances. Payables to Local Limited Partnerships were increased for tax credit adjusters during the three months ended June 30, 2008 and 2007 in the amount of $0 and $139, respectively, during the six months ended September 30, 2008 and 2007 in the amount of $(65,903) and $139, respectively, and during the nine months ended December 31, 2008 and 2007 in the amount of $(108,131) and $139, respectively. 25 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Periods Ended June 30, 2008, September 30, 2008 and December 31, 2008 (Unaudited) NOTE 5 - SUBSEQUENT EVENTS -------------------------- Subsequent to December 31, 2008, the Partnership advanced $868,486 to one Local Limited Partnership, Davenport. Davenport has been experiencing construction issues. All advances were reserved in full in the period they were advanced. See Troubled Housing Complexes in footnote 2 for further details regarding the construction related issues. Subsequent to December 31, 2008, on December 24, 2009 the Partnership identified two Local Limited Partnerships, Fernwood and Sierra's Run, for disposition in order to generate sufficient equity to complete the purchase of Davenport (See troubled Housing Complexes in footnote 2). On February 12, 2010, Fernwood and Sierra's Run were sold, subject to a condition subsequent that the Limited Partners approve the sales by a majority in interest of the Limited Partners. See the exit strategy in footnote 1 for additional information regarding the disposition of these two Local Limited Partnerships. 26 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, our 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 should be read in conjunction with the Financial Statements and the Notes thereto included elsewhere in this filing. The following discussion and analysis compares the results of operations for the three months ended June 30, 2008 and 2007, the three and six months ended September 30, 2008 and 2007, and the three and nine months ended December 31, 2008 and 2007, and should be read in conjunction with the combined condensed financial statements and accompanying notes included within this report. Financial Condition The Partnership's assets at June 30, 2008 consisted of $2,245,000 in cash and cash equivalents and aggregate investments in the ten Local Limited Partnerships of $15,235,000. Liabilities at June 30, 2008 consisted of $163,000 of accrued annual asset management fees and reimbursement for expenses paid by the General Partner and/or its affiliates, accrued expenses of $18,000 and payables due to Local Limited Partnership of $1,879,000. The Partnership's assets at September 30, 2008 consisted of $1,924,000 in cash and cash equivalents and aggregate investments in the ten Local Limited Partnerships of $14,540,000. Liabilities at September 30, 2008 consisted of $185,000 of accrued annual asset management fees and reimbursement for expenses paid by the General Partner and/or its affiliates and payables due to Local Limited Partnership of $1,530,000. The Partnership's assets at December 31, 2008 consisted of $1,774,000 in cash and cash equivalents and aggregate investments in the ten Local Limited Partnerships of $13,870,000. Liabilities at December 31, 2008 consisted of $241,000 of accrued annual asset management fees and reimbursement for expenses paid by the General Partner and/or its affiliates and payables due to Local Limited Partnership of $1,337,000. Results of Operations Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007 The Partnership's net loss for the three months ended June 30, 2008 was $(754,000), reflecting an increase of approximately $(372,000) from the net loss of $(382,000) for the three months ended June 30, 2007. Equity in losses of Local Limited Partnerships increased by $(157,000) from the three months ended June 30, 2007 due to the Partnership acquiring additional interest in three Local Limited Partnerships as well as the operations of six of the previously acquired limited partnerships interests were fully operational. The asset management fees increased by approximately $(13,000) due to the fact that the fees are earned based on the invested assets, which is the sum of the Partnership's investment in Local Limited Partnerships, plus the revenues of the Partnership of up to 5% of gross Partnership Unit sales proceeds, and the Partnership's allocable share of the amount of the mortgage loans on, and other debts related to, the Housing Complexes. As of June 30, 2007 the Partnership had 27 interest in seven Local Limited Partnerships compared to ten as of June 30, 2008, therefore the invested assets calculation increased allowing the asset management fee to also increase. The amortization expense increased by $(7,000) since acquisition costs and fees are amortized once the Local Limited Partnership that the fees and costs are associated with is acquired. All of the Local Limited Partnerships had been acquired by June 30, 2008. There was an impairment loss of $(80,000) recorded during the three months ended June 30, 2008 compared to no impairment loss recorded for the three months ended June 30, 2007. The impairment loss can vary from year to year depending on the operations of the underlying Housing Complexes as well as the amount of Low Income Housing Tax Credits that are used each year for each of the Local Limited Partnerships. The reporting fee income increased by $1,000 for the three months ended June 30, 2008 compared to the three months ended June 30, 2007 due to the fact that Local Limited Partnerships pay the reporting fee to the Partnership when the Local Limited Partnership's cash flow will allow for the payment. The interest income decreased by $(115,000) due in large part to the cash balance as of June 30, 2008 being significantly lower compared to the ending cash balance as of June 30, 2007. In addition, the interest rates were lower in 2008 compared to 2007. Three Months Ended September 30, 2008 Compared to the Three Months Ended September 30, 2007 The Partnership's net loss for the three months ended September 30, 2008 was $(671,000), reflecting an increase of approximately $(240,000) from the net loss of $(431,000) for the three months ended September 30, 2007. Equity in losses of Local Limited Partnerships increased by $(151,000) for the three months ended September 30, 2008 compared to the three months ended September 30, 2007. During the entire three months ended September 30, 2008 the Partnership held limited partnership interests in ten Local Limited Partnerships of which nine were in stabilized operations generating losses. During the three months ended September 30, 2007 the Partnership acquired three Local Limited Partnerships during that time period therefore only recorded a portion of losses for those particular Local Limited Partnerships as well as the losses from the other six Local Limited Partnerships that had completed construction and were generating losses. The amortization increased by $(4,000) since acquisition costs and fees are amortized once the Local Limited Partnership that the fees and costs are associated with is acquired. The asset management fees increased by approximately $(7,000) due to the fact that the fees are earned based on the invested assets, which is the sum of the Partnership's investment in Local Limited Partnerships, plus the revenues of the Partnership of up to 5% of gross Partnership Unit sales proceeds, and the Partnership's allocable share of the amount of the mortgage loans on, and other debts related to, the Housing Complexes. As of September 30, 2007 the Partnership had interest in ten Local Limited Partnerships, but had only had three of them for one month compared to ten as of September 30, 2008, which were held for the entire three months, therefore the invested assets calculation increased allowing the asset management fee to also increase. The legal and accounting fees decreased by $5,000 for the three months ended September 30, 2008 compared to the three months ended September 30, 2007 due to the timing of when the work was performed. The reporting fee income increased by $6,000 for the three months ended September 30, 2008 compared to the three months ended September 30, 2007 due to the fact that Local Limited Partnerships pay the reporting fee to the Partnership when the Local Limited Partnership's cash flow will allow for the payment. The interest income decreased by $(90,000) due in large part to the significantly lower cash balance as of September 30, 2008 compared to the ending cash balance as of September 30, 2007. In addition the interest rates were lower in 2008 compared to 2007. Six Months Ended September 30, 2008 Compared to the Six Months Ended September 30, 2007 The Partnership's net loss for the six months ended September 30, 2008 was $(1,426,000), reflecting an increase of approximately $(613,000) from the net loss of $(813,000) for the six months ended September 30, 2007. Equity in losses of Local Limited Partnerships increased by $(307,000) for the six months ended September 30, 2008 compared to the six months ended September 30, 2007. During the entire six months ended September 30, 2008 the Partnership held limited partnership interests in ten Local Limited Partnerships of which nine were in stabilized operations generating losses. During the six months ended September 30, 2007 the Partnership acquired three Local Limited Partnerships during that time period therefore only recorded a portion of losses for those three particular Local Limited Partnerships as well as the losses from the other six Local Limited Partnerships that had completed construction and were generating losses. The amortization increased by $(11,000) since acquisition costs and fees are amortized once the Local Limited Partnership that the fees and costs are associated with is acquired. There was an impairment loss of $(80,000) recorded during the six months ended September 30, 2008 compared to no impairment loss recorded for the six months ended September 30, 2007. The impairment loss can vary from year to year depending on the operations of the underlying Housing Complexes as well as the amount of Low Income Housing Tax Credits that are used each year for each of the Local Limited Partnerships. The asset management fees increased by approximately $(20,000) due to the fact that the fees are earned based on the invested assets, which is the sum of the Partnership's investment in Local Limited Partnerships, plus the revenues of the Partnership of up to 5% of gross Partnership Unit sales proceeds, and the Partnership's allocable share of the amount of the mortgage loans on, 28 and other debts related to, the Housing Complexes. As of September 30, 2007 the Partnership had interest in ten Local Limited Partnerships, but had owned three of them for only one month compared to ten as of September 30, 2008, which were held for the entire six months. Therefore the invested assets calculation increased allowing the asset management fee to also increase. The legal and accounting fees decreased by $5,000 for the six months ended September 30, 2008 compared to the six months ended September 30, 2007 due to the timing of when the work was performed. The reporting fee income increased by $7,000 for the six months ended September 30, 2008 compared to the six months ended September 30, 2007 due to the fact that Local Limited Partnerships pay the reporting fee to the Partnership when the Local Limited Partnership's cash flow will allow for the payment. The interest income decreased by $(205,000) due in large part to the significantly lower cash balance as of September 30, compared to the ending cash balance as of September 30, 2007. In addition the interest rates in 2008 were lower compared to 2007. Three Months Ended December 31, 2008 Compared to the Three Months Ended December 31, 2007 The Partnership's net loss for the three months ended December 31, 2008 was $(683,000), reflecting an increase of approximately $(206,000) from the net loss of $(477,000) for the three months ended December 31, 2007. Equity in losses of Local Limited Partnerships increased by $(138,000) for the three months ended December 31, 2008 compared to the three months ended December 31, 2007. For the three months ended December 31, 2007 the Local Limited Partnerships were completing the lease up phase therefore the losses being generated were less than the losses for the three months ended December 31, 2008. The legal and accounting fees increased by $(10,000) for the three months ended December 31, 2008 compared to the three months ended December 31, 2007 due to the timing of when the work was performed. The interest income decreased by $(63,000) due in large part to the significantly lower cash balance as of December 31, 2008 compared to the ending cash balance as of December 31, 2007. In addition the interest rates were lower in 2008 compared to 2007. Nine Months Ended December 31, 2008 Compared to Nine Months Ended December 31, 2007 The Partnership's net loss for the nine months ended December 31, 2008 was $(2,109,000), reflecting an increase of approximately $(819,000) from the net loss of $(1,290,000) for the nine months ended December 31, 2007. Equity in losses of Local Limited Partnerships increased by $(445,000) for the nine months ended December 31, 2008 compared to the nine months ended December 31, 2007. During the entire nine months ended December 31, 2008 the Partnership held limited partnership interests in ten Local Limited Partnerships of which nine were in stabilized operations generating losses. During the nine months ended December 31, 2007 the Partnership acquired three Local Limited Partnerships during that time period therefore only recorded a portion of losses for those three particular Local Limited Partnerships as well as the losses from the other six Local Limited Partnerships that had completed construction and were generating losses. The amortization increased by $(11,000) since acquisition costs and fees are amortized once the Local Limited Partnership that the fees and costs are associated with is acquired. There was an impairment loss of $(80,000) recorded during the nine months ended December 31, 2008 compared to no impairment loss recorded for the nine months ended December 31, 2007. The impairment loss can vary from year to year depending on the operations of the underlying Housing Complexes as well as the amount of Low Income Housing Tax Credits that are used each year for each of the Local Limited Partnerships. The asset management fees increased by approximately $(20,000) due to the fact that the fees are earned based on the invested assets, which is the sum of the Partnership's investment in Local Limited Partnerships, plus the revenues of the Partnership of up to 5% of gross Partnership Unit sales proceeds, and the Partnership's allocable share of the amount of the mortgage loans on, and other debts related to, the Housing Complexes. As of December 31, 2007 the Partnership had interest in ten Local Limited Partnerships, but had owned three of them for only four months compared to ten as of December 31, 2008, which were held for the entire nine months. Therefore the invested assets calculation increased allowing the asset management fee to also increase. The legal and accounting fees increased by $(4,000) for the nine months ended December 31, 2008 compared to the nine months ended December 31, 2007 due to the timing of when the work was performed. The reporting fee income increased by $7,000 for the nine months ended December 31, 2008 compared to the nine months ended December 31, 2007 due to the fact that Local Limited Partnerships pay the reporting fee to the Partnership when the Local Limited Partnership's cash flow will allow for the payment. The interest income decreased by $(268,000) due in large part to the significantly lower cash balance as of December 31, 2008 compared to the ending cash balance as of December 31, 2007. In addition the interest rates were lower in 2008 compared to 2007. 29 Capital Resources and Liquidity Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007 Net cash used during the three months ended June 30, 2008 was $(1,470,000), compared to net cash used during the three months ended June 30, 2007 of $(2,130,000), reflecting a change of $660,000. During the three months ended June 30, 2008, the Partnership paid capital contributions to Local Limited Partnerships in the amount of $(1,475,000) compared to $(2,154,000) during the three months ended June 30, 2007, which is a net difference of $679,000. Capital contributions to Local Limited Partnerships are usually paid within the first two years of acquiring the interests, once certain benchmarks are met. During the three months ended June 30, 2007 the Partnership paid offering costs of $(15,000) to the General Partner or an affiliate compared to no offering costs paid during the three months ended June 30, 2008. The offering was completed in September 2006, and offering costs were fully paid during the period ended June 30, 2007. Six Months Ended September 30, 2008 Compared to Six Months Ended September 30, 2007 Net cash used during the six months ended September 30, 2008 was $(1,791,000) compared to net cash used during the six months ended September 30, 2007 of $(4,085,000), reflecting a change of $2,294,000. During the six months ended September 30, 2008, the Partnership paid capital contributions to Local Limited Partnerships in the amount of $(1,757,000) compared to $(4,285,000), which is a net decrease of $2,528,000. Capital contributions to Local Limited Partnerships are usually paid within the first two years of acquiring the interests, once certain benchmarks are met. During the six months ended September 30, 2007, the Partnership collected $142,000 in promissory notes receivable which was the remaining balance of those staged sales and the Partnership also paid offering costs of $(23,000) during the same time period. During the six months ended September 30, 2007 the Partnership paid the General Partner or an affiliate $(115,000) in accrued asset management fees compared to $(15,000) paid during the six months ended September 30, 2008. Additionally during the six months ended September 30, 2008 the Partnership paid $(18,000) in accrued expenses for accounting work that had been performed. Nine Months Ended December 31, 2008 Compared to Nine Months Ended December 31, 2007 Net cash used during the nine months ended December 31, 2008 was $(1,941,000) compared to net cash used during the nine months ended December 31, 2007 of $(5,741,000), reflecting a change of $3,800,000. During the nine months ended December 31, 2008, the Partnership paid capital contributions to Local Limited Partnerships in the amount of $(1,908,000) compared to $(5,994,000), which is a net decrease of $4,086,000. Capital contributions to Local Limited Partnerships are usually paid within the first two years of acquiring the interests, once certain benchmarks are met. During the nine months ended December 31, 2007, the Partnership collected $142,000 in promissory notes receivable which was the remaining balance of those staged sales and the Partnership also paid offering costs of $(24,000) during the same time period. During the nine months ended December 31, 2007 the Partnership paid the General Partner or an affiliate $(115,000) in accrued asset management fees compared to $(15,000) paid during the nine months ended December 31, 2008. There was $(20,000) paid to the General Partner or an affiliate during the nine months ended December 31, 2008 for reimbursement of operating expenses paid by the General Partner on behalf of the Partnership compared to $(28,000) paid during the nine months ended December 31, 2007. Additionally during the nine months ended December 31, 2008 the Partnership paid $(18,000) in accrued expenses for accounting work that had been performed. The Partnership also received $(268,000) less interest income during the nine months ended December 31, 2008, as described above in the results of operations discussion. During the three, six and nine months ended June 30, 2008, September 30, 2008 and December 31, 2008, accrued payables, which consist primarily of related party management fees and advances due to the General Partner, increased by $51,000, $73,000 and $129,000. Recent Accounting Changes 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. In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), Fair Value Measurements, which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS 157 also requires expanded information about the 30 extent to which the Partnership measures assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. In 2008, the FASB issued FASB Staff Position 157-2 ("FAS FSP 157-2"), Effective Date of FASB Statement No. 157, which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The Partnership does not anticipate either of these pronouncements will have a material impact on the Partnership's financial statements. In February 2007, the FASB issued SFAS No. 159 ("SFAS 159"), The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115. SFAS 159 permits the choice of measuring financial instruments and certain other items at fair value. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Partnership does not anticipate that this pronouncement will have a material impact on the Partnership s financial statements. In December 2007, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 141(R) ("SFAS 141R"), which amends SFAS No. 141, and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R is effective for fiscal years beginning after December 15, 2008 and is to be applied prospectively. SFAS 141R also requires changes to the accounting for transaction costs, certain contingent assets and liabilities, and other balances in a business combination. In addition, in partial acquisitions, when control is obtained, the acquiring company must measure and record all of the target's assets and liabilities, including goodwill, at fair value as if the entire target company had been acquired. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Partnership is currently evaluating the impacts and disclosures of this pronouncement, but would not expect SFAS 141R to have a material impact on the Partnership's financial statements. On December 4, 2007, the FASB issued SFAS No. 160 ("SFAS 160"), Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS 160 replaces the concept of minority interest with noncontrolling interests in subsidiaries. Noncontrolling interests will now be reported as a component of equity in the consolidated statement of financial position. Earnings attributable to noncontrolling interests will continue to be reported as part of consolidated earnings; however, SFAS 160 requires that income attributable to both controlling and noncontrolling interests be presented separately on the face of the consolidated income statement. In addition, SFAS 160 provides that when losses attributable to noncontrolling interests exceed the noncontrolling interest's basis, losses continue to be attributed to the noncontrolling interest as opposed to being absorbed by the consolidating entity. SFAS 160 required retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of SFAS 160 shall be applied prospectively. SAS 160 is effective for the first annual reporting period beginning on or after December 15, 2008. The Partnership does not expect SFAS 160 to have a material impact on the Partnership's financial statements. In November 2008 the FASB ratified EITF No. 08-6, Equity Method Investment Accounting Considerations, which clarifies the accounting for how to account for certain transactions and impairment considerations involving equity method investments. This Issue shall be effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. This Issue shall be applied prospectively. Earlier application by an entity that has previously adopted an alternative accounting policy is not permitted. The transition disclosures in paragraphs 17 and 18 of Statement 154 shall be provided, if applicable. The Partnership does not expect this pronouncement to have a material impact on the Partnership's financial statements. In December 2008, the FASB issue FASB No. FAS 140-4 and FIN46(R)-8 (the "FSP"), Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities. It amends SFAS 140 to require public entities to provide additional disclosures about transferors' continuing involvements with transferred financial assets. The FSP is effective for public companies in their first reporting period (interim or annual) that ends after December 15, 2008. The FSP also amends FIN46R to require public enterprises, including sponsors that have a variable interest in a variable interest entity ("VIE"), to provide additional disclosures about their involvement with VIEs. The FSP also requires disclosures by a public enterprise that is (a) a sponsor of a qualifying special-purpose entity (SPE) that holds a variable interest in the qualifying SPE but was not the transferor of financial assets to the qualifying SPE and (b) a servicer of a qualifying SPE that holds a significant variable interest in the qualifying SPE but was not the transferor of financial assets to the qualifying SPE. The Partnership does not expect the FSP to have a material impact on the Partnership's financial statements. 31 In April 2009, the FASB issued FSP 107-1 and APB 28-1 "Interim Disclosures about Fair Value of Financial Instruments." The FSP 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. The FSP is effective for the Partnership as of June 30, 2009 and the Partnership does not expect the FSP will impact 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 is effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and will therefore be adopted by the Partnership for the quarter ended June 30, 2009. The adoption is not expected to 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 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 U.S. generally accepted accounting principles ("GAAP"). The Codification is intended to reorganize, rather than change, existing GAAP. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. As such, all references to currently existing GAAP will be removed and will be replaced with plain English explanations of the Partnership's accounting policies beginning with financial statements for the interim period ended September 30, 2009. The adoption of the Codification is not expected to have a material impact on the Partnership's financial position or results of operations. In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of VIEs. The amended guidance modifies the consolidation model to one based on control and economics, and replaces the current 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 is effective for fiscal years beginning after November 15,2009. The adoption of this guidance on April 1, 2010 is not expected to have a material effect on the Partnership's financial statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk NOT APPLICABLE Item 4T. 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 period 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 32 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, 2008, September 30, 2008 and December 31, 2008 that materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting. 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. Submission of Matters to a Vote of Security Holders NONE Item 5. Other Information NONE 33 Item 6. Exhibits 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith) 31.2 Certification of the Principal Financial Officer pursuant to Rule 13a-14 and 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) 34 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 13 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 14 By: WNC National Partners, LLC General Partner By: WNC & Associates, Inc., By: /s/ Wilfred N. Cooper, Jr. ------------------------------ Wilfred N. Cooper, Jr. President and Chief Executive Officer of WNC & Associates, Inc. Date: April 1, 2010 By: /s/ Melanie R. Wenk ------------------------ Melanie R. Wenk Vice-President - Chief Financial Officer of WNC & Associates, Inc. Date: April 1, 2010 <

WNC Housing Tax Credit Fund VI, L.P., Series 14 10-Q