10-Q 1 nt614q909.txt FORM 10Q SEPTT 30, 2009 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 September 30, 2009 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 92614-6404 Address of principal executive offices) (Zip Code) (714) 662-5565 (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 SEPTEMBER 30, 2009 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 September 30, 2009 and March 31, 2009 3 Statements of Operations For the Three and Six Months Ended September 30, 2009 and 2008 4 Statement of Partners' Equity (Deficit) For the Six Months Ended September 30, 2009 5 Statements of Cash Flows For the Six Months Ended September 30, 2009 and 2008 6 Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures about Market Risks 19 Item 4T. Controls and Procedures 19 PART II. OTHER INFORMATION Item 1. Legal Proceedings 20 Item 1A. Risk Factors 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Submission of Matters to a Vote of Security Holders 20 Item 5. Other Information 20 Item 6. Exhibits 21 Signatures 22 2 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) BALANCE SHEETS (UNAUDITED) SEPTEMBER 30, 2009 MARCH 31, 2009 ------------------ -------------- ASSETS Cash and cash equivalents $ 624,586 $ 1,522,248 Investments in Local Limited Partnerships, net (Notes 2 and 3) 11,683,923 13,242,305 ------------ ------------ Total Assets $ 12,308,509 $ 14,764,553 ============ ============ LIABILITIES AND PARTNERS' EQUITY (DEFICIT) Liabilities: Payables to Local Limited Partnerships (Note 5) $ 722,779 $ 1,110,039 Accrued fees and expenses due to General Partner and affiliates (Note 3) 434,387 291,539 ------------ ------------ Total Liabilities 1,157,166 1,401,578 ------------ ------------ Partners' Equity (Deficit): General Partner (7,008) (4,796) Limited Partners (25,000 Partnership Units authorized; 20,981 Partnership Units issued and outstanding) 11,158,351 13,367,771 ------------ ------------ Total Partners' Equity (Deficit) 11,151,343 13,362,975 ------------ ------------ Total Liabilities and Partners' Equity (Deficit) . $ 12,308,509 $ 14,764,553 ============ ============ 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 AND SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) 2009 2008 -------------------------------------------- -------------------------------------------- Three Months Six Months Three Months Six Months -------------------- -------------------- -------------------- -------------------- Reporting fees $ -- $ -- $ 5,833 $ 7,333 -------------------- -------------------- -------------------- -------------------- Operating expenses: Amortization (Note 2) 17,175 34,350 17,750 34,350 Asset management fees (Note 3) 44,614 89,227 44,681 89,443 Legal and accounting fees 31,451 42,960 8,882 9,172 Impairment loss (Note 2) -- 288,607 -- 80,344 Asset management expenses 4,748 7,292 3,384 7,545 Write off of advances to Local Limited Partnerships (Note 4) 375,000 525,000 -- -- Other 1,277 3,370 5 1,403 -------------------- -------------------- -------------------- -------------------- Total operating expenses 474,265 990,806 74,127 222,257 -------------------- -------------------- -------------------- -------------------- Loss from operations (474,265) (990,806) (68,294) (214,924) Equity in losses of Local Limited Partnerships (Note 2) (610,750) (1,221,500) (610,750) (1,221,500) Interest income 252 674 7,808 10,798 -------------------- -------------------- -------------------- -------------------- Net loss $ (1,084,763) $ (2,211,632) $ (671,236) $ (1,425,626) ==================== ==================== ==================== ==================== Net loss allocated to: General Partner $ (1,085) $ (2,212) $ (672) $ (1,426) ==================== ==================== ==================== ==================== Limited Partners $ (1,083,678) $ (2,209,420) $ (670,564) $ (1,424,200) ==================== ==================== ==================== ==================== Net loss per Partnership Unit $ (51.65) $ (105.31) $ (31.96) $ (67.88) ==================== ==================== ==================== ==================== Outstanding weighted Partnership Units 20,981 20,981 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) STATEMENT OF PARTNERS' EQUITY (DEFICIT) FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 (UNAUDITED) GENERAL LIMITED PARTNER PARTNERS TOTAL ----------------- ---------------- ------------------ Partners' equity (deficit) at March 31, 2009 $ (4,796) $ 13,367,771 $ 13,362,975 Net loss (2,212) (2,209,420) (2,211,632) ----------------- ---------------- ------------------ Partners' equity (deficit) at September 30, 2009 $ (7,008) $ 11,158,351 $ 11,151,343 ================= ================ ================== See accompanying notes to financial statements 5 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, 2009 AND 2008 (UNAUDITED) 2009 2008 ----------- ---------- Cash flows from operating activities: Net loss $(2,211,632) $(1,425,626) Adjustments to reconcile net loss to net cash used in operating activities: Amortization 34,350 34,350 Impairment loss 288,607 80,344 Equity in losses of Local Limited Partnerships 1,221,500 1,221,500 Change in accrued expenses -- (17,765) Change in accrued fees and expenses due to General Partner and affiliates 142,848 72,677 ----------- ---------- Net cash used in operating activities (524,327) (34,520) ----------- ---------- Cash used in investing activities: Investments in Local Limited Partnerships, net (376,893) (1,757,311) Distributions received from Local Limited Partnerships 3,558 1,000 Advances to Local Limited Partnerships (525,000) -- Write off of advances to Local Limited Partnerships 525,000 -- ----------- ---------- Net cash used in investing activities (373,335) (1,756,311) Net decrease in cash (897,662) (1,790,831) Cash, beginning of period 1,522,248 3,715,123 ----------- ---------- Cash, end of period $ 624,586 $ 1,924,292 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Taxes paid $ -- $ -- =========== =========== SIGNIFICANT NONCASH INVESTING ACTIVITIES The Partnership decreased its investment in Local Limited Partnerships and decreased its payables to Local Limited Partnerships for tax credits not generated $ 10,366 $ 65,903 =========== =========== See accompanying notes to financial statements

6 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 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 six months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2010. 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, 2009. 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. 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 partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the particular Local Limited 7 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS -CONTINIUED FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED -------------------------------------------------------------- Partnership Agreement. 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 Partners 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 Housing Complexes, and neighborhood conditions, among others. 8 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS -CONTINIUED FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED -------------------------------------------------------------- The ability of Limited Partners to claim tax losses from the Partnership is limited. The IRS may audit the Partnership or a Local Limited Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to Limited Partners could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in the Partnership. Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes. No trading market for the Partnership Units exists or is expected to develop. Limited Partners may be unable to sell their Partnership Units except at a discount and should consider their Partnership Units to be a long-term investment. Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners. The Partnership currently has insufficient working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through March 31, 2011. 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 September 30, 2009 the General Partner of the Partnership has not begun reviewing the Housing Complexes, 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 September 30, 2009. Subsequent to September 30, 2009, on December 24, 2009 the Partnership identified two Local Limited Partnerships, Fernwood Meadows Limited Partnership ("Fernwood") and Sierra's Run Limited Partnership ("Sierra's Run") for disposition in order to generate sufficient equity to complete the purchase of Davenport Housing VII, L.P. (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. The approval of the Limited Partners will be sought as the transfers were to a limited partnership that is affiliated with the Partnership. 9 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS -CONTINIUED FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED -------------------------------------------------------------- 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. 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 account and are being amortized over 30 years (see Note 2). "Equity in losses of Local Limited Partnerships" for the periods ended September 30, 2009 and 2008 have been recorded by the Partnership. Management's estimate for the six-month period 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 of Local Limited Partnerships allocated to the Partnership are not recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships 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). In accordance with the accounting guidance for the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its relationship with a VIE. A VIE is a legal structure used to conduct activities or hold assets, and a VIE must be consolidated by a company if it is the primary beneficiary because a primary beneficiary absorbs the majority of the entity's expected losses, the majority of the expected residual returns, or both. The Local Limited Partnerships in which the Partnership invests are VIEs. However, management does not consolidate the Partnership's interests in these VIE's as the Partnership is not considered the primary beneficiary. The Partnership's balance in its investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership may be subject to additional losses to the extent of any financial support that the Partnership voluntarily provides to the Local Limited Partnerships in the future. 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 income. As of September 30, 2009 and March 31, 2009, none of the investment balances had reached zero. 10 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS -CONTINIUED FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED -------------------------------------------------------------- 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 September 30, 2009 and March 31, 2009, the Partnership had cash equivalents of approximately $544,000 and $1,485,000, respectively. 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 Partnership had no items of other comprehensive income for all periods presented. Income Taxes ------------ The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership's federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. Net Loss Per Partnership Unit ----------------------------- 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. 11 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS -CONTINIUED FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED -------------------------------------------------------------- Amortization ------------ Acquisition fees and costs were being amortized over 30 years using the straight-line method. Amortization expense for each of the six months ended September 30, 2009 and 2008 was $34,350. During each of the six months ended September 30, 2009 and 2008, there was no impairment loss recorded against these fees and costs. 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 six months ended September 30, 2009 and 2008, impairment loss related to investment in Local Limited Partnerships was $288,607 and $80,344, respectively. The Partnership also evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. Impairment on the intangibles is measured by comparing the 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 six months ended September 30, 2009 and 2008, there was no impairment loss recorded on the related intangibles. NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS -------------------------------------------------- As of the periods presented, the Partnership owns Local Limited Partnership interests in ten Local Limited Partnerships 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 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 Low Income Housing Tax Credits of the Local Limited Partnerships. A loss in value from a Local Limited Partnership other than a temporary decline would be recorded as an impairment loss. Impairment is measured by comparing the investment carrying amount to the sum of the total amount of the remaining Low Income Housing Tax Credits allocated to the Partnership and the estimated residual value to the Partnership. Due to current economic conditions all Local Limited Partnerships were not considered to have any residual value. Accordingly, the Partnership recorded an impairment loss of $288,607 and $80,344 during the six months ended September 30, 2009 and 2008, respectively. The Partnership also evaluates its intangibles for impairment in connection with its investment in Local Limited Partnerships. During each of the six months ended September 30, 2009 and 2008, there was no impairment loss was recorded on the related intangibles. 12 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS -CONTINIUED FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 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 SIX FOR THE MONTHS ENDED YEAR ENDED SEPTEMBER 30, 2009 MARCH 31, 2009 ------------------ --------------- Investments per balance sheet, beginning of period $ 13,242,305 $ 15,943,480 Equity in losses of Local Limited Partnerships (1,221,500) (2,443,000) Tax credit adjustments (10,366) (108,131) Impairment loss (288,607) (80,344) Distribution received from Local Limited Partnerships (3,559) (1,000) Amortization of capitalized acquisition fees and costs (34,332) (68,664) Amortization of warehouse costs and interest (18) (36) ------------ ------------ Investments per balance sheet, end of period $ 11,683,923 $ 13,242,305 ============ ============ FOR THE SIX FOR THE MONTHS ENDED YEAR ENDED SEPTEMBER 30, 2009 MARCH 31, 2009 ------------------ --------------- Investments in Local Limited Partnerships, net $ 9,976,879 $11,500,911 Acquisition fees and costs, net of accumulated amortization of $182,163 and $147,831 1,706,127 1,740,459 Capitalized warehouse costs and interest accumulated amortization of $122 and $104 917 935 ----------- ----------- Investments per balance sheet, end of period $11,683,923 $13,242,305 =========== =========== 13 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS -CONTINIUED FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, CONTINUED ------------------------------------------------------------- Selected financial information for the six months ended September 30, 2009 and 2008 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 2009 2008 ----------- ----------- Revenues $ 2,258,000 $ 2,258,000 ----------- ----------- Expenses: Interest expense 610,000 610,000 Depreciation and amortization 947,000 947,000 Operating expenses 1,923,000 1,923,000 ----------- ----------- Total expenses 3,480,000 3,480,000 ----------- ----------- Net loss $(1,222,000) $(1,222,000) =========== =========== Net loss allocable to the Partnership $(1,222,000) $(1,222,000) =========== =========== Net loss recorded by the Partnership $(1,222,000) $(1,222,000) =========== ===========

Certain Local Limited Partnerships have incurred significant 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 may be required to sustain operations of such Local Limited Partnerships. If additional capital contributions are not made when they are required, the Partnership's investments 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. 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. As of September 30, 2009 the Partnership voluntarily advanced $547,311 and subsequently advanced $321,175 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 14 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS -CONTINIUED FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, CONTINUED ------------------------------------------------------------- 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 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 had incurred cumulative acquisition fees of $1,468,670. Accumulated amortization of these capitalized costs was $141,689 and $114,985 as of September 30, 2009 and March 31, 2009, respectively. (b) Reimbursement of costs incurred by the General Partner or an affiliate 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 had incurred cumulative acquisition costs of $419,620, which have been included in investments in Local Limited Partnerships. Accumulated amortization of these capitalized costs was $40,474 and $32,846 as of September 30, 2009 and March 31, 2009, respectively. (c) Annual Asset Management Fee. An annual asset management fee accrues in an amount equal to 0.5% of the Invested Assets of the Partnership. "Invested Assets" is defined as the sum of the Partnership's Investment in Local Limited Partnerships, plus the reserves 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 and other debts related to the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $89,227 and $89,443 were incurred during the six months ended September 30, 2009 and 2008, respectively. The Partnership paid the General Partner and or its affiliates $0 and $15,000 of those fees during the six months ended September 30, 2009 and 2008, respectively. (d) The Partnership reimburses the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership. Operating expense reimbursements were $0 and $19,886 during the six months ended September 30, 2009 and 2008, respectively. (e) A subordinated disposition fee in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a return on investment and is payable only if the General Partner or its affiliates render services in the sales effort. No such fees were incurred for all periods presented. 15 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 13 (A California Limited Partnership) NOTES TO THE FINANCIAL STATEMENTS -CONTINIUED FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED) NOTE 3 - RELATED PARTY TRANSACTIONS, CONTINUED ---------------------------------------------- The accrued fees and expenses due to the General Partner and affiliates consist of the following at: SEPTEMBER 30, 2009 MARCH 31, 2009 ------------------- ----------------- Reimbursement for expenses paid by the General Partner or affiliates on behalf of the Partnership $ 86,608 $ 32,987 Asset management fee payable 347,779 258,552 ------------------- ----------------- Total $ 434,387 $ 291,539 =================== =================

The General Partner and/or its affiliates do not anticipate that these accrued fees will be paid until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership. NOTE 4 -ADVANCES TO LOCAL LIMITED PARTNERSHIPS ---------------------------------------------- During the six months ended September 30, 2009, the Partnership voluntarily advanced $525,000 to one Local Limited Partnership in which the Partnership is a Limited Partner. The Local Limited Partnerships has been experiencing issues related to the construction. As of September 30, 2009 total advances made to Local Limited Partnerships were $547,311, of which $547,311 was reserved. The Partnership determined the recoverability of these advances to be improbable and, accordingly, a reserve had been recorded. NOTE 5- PAYABLES TO LOCAL LIMITED PARTNERSHIPS ---------------------------------------------- Payables to Local Limited Partnerships represent amounts which are due at various times based on conditions specified in the Local Limited Partnership agreements. These contributions are payable in installments and are generally due upon the Local Limited Partnerships achieving certain operating and development 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 decreased for tax credit adjusters during the six months ended September 30, 2009 and 2008 in the amounts of $10,366 and $65,903, respectively. NOTE 6- SUBSEQUENT EVENTS ------------------------- Subsequent to September 30, 2009, the Partnership advanced $321,175 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 September 30, 2009, 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. 16 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS With the exception of the discussion regarding historical information, this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other discussions elsewhere in this Form 10-Q contain forward looking statements. Such statements are based on current expectations subject to uncertainties and other factors which may involve known and unknown risks that could cause actual results of operations to differ materially from those projected or implied. Further, certain forward-looking statements are based upon assumptions about future events which may not prove to be accurate. Risks and uncertainties inherent in forward looking statements include, but are not limited to, the Partnership 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 condensed unaudited financial statements and the notes thereto included elsewhere in this filing. The following discussion and analysis compares the results of operations for the three and six months ended September 30, 2009 and 2008, and should be read in conjunction with the condensed unaudited financial statements and accompanying notes included within this report. FINANCIAL CONDITION The Partnership's assets at September 30, 2009 consisted of $625,000 in cash and cash equivalents and aggregate investments in ten Local Limited Partnerships of $11,684,000. Liabilities at September 30, 2009 consisted of $434,000 of accrued fees and payables due to the General Partner and/or its affiliates for reimbursement of expenses paid and $723,000 of capital contributions due to Local Limited Partnerships. RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2008. The Partnership's net loss for the three months ended September 30, 2009 was $(1,085,000), reflecting an increase of approximately $(414,000) from the $(671,000) net loss experienced for the three months ended September 30, 2008. The increase in net loss is largely due to the $(375,000), increase in write off of advances to Local Limited Partnerships. During the three months ended September 30, 2009 there were advances of $(375,000) made to one Local Limited Partnership which were reserved for in full as of September 30, 2009 compared to no advances made and reserved for during the three months ended September 30, 2008. The advances made to the troubled Local Limited Partnerships can vary each year depending on the operations of the individual Local Limited Partnerships. Additionally there was an increase of $(23,000) in legal and accounting fees due to the timing of legal work being performed. The other operating expenses increased by $(1,000) as well as a $(1,000) increase in asset management expenses. The reporting fees decreased by approximately $(6,000) for the three months ended September 30, 2009. Reporting fees can fluctuate from year to year due to the fact that Local Limited Partnerships pay those fees to the Partnership when the Local Limited Partnership's cash flow will allow for the payment. Interest income decreased by $(7,000) due to the cash balances being maintained by the Partnership decreasing as well as the interest rates in the time period September 30, 2008 to September 30, 2009. SIX MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE SIX MONTHS ENDED SEPTEMBER 30, 2008. The Partnership's net loss for the six months ended September 30, 2009 was $(2,212,000), reflecting an increase of approximately $(786,000) from the $(1,426,000) net loss experienced for the six months ended September 30, 2008. The increase in net loss is largely due to the $(525,000), increase in write off of advances to Local Limited Partnerships. During the six months ended September 30, 2009 there were advances of $(525,000) made to one Local Limited Partnership which were reserved for in full as of September 30, 2009 compared to no advances made and reserved for during the six months ended September 30, 2008. The 17 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED advances made to the troubled Local Limited Partnerships can vary each year depending on the operations of the individual Local Limited Partnerships. The increase was also due to an increase of $(208,000) in impairment loss. The impairment loss can vary from year to year depending on the operations of the Local Limited Partnerships and the amount of the Low Income Housing Tax Credits that are allocated each year. Additionally there was an increase of $(34,000) in legal and accounting fees due to the timing of legal work being performed. The other operating expenses increased by $(2,000). The reporting fees decreased by approximately $(7,000) for the three months ended September 30, 2009. Reporting fees can fluctuate from year to year due to the fact that Local Limited Partnerships pay those fees to the Partnership when the Local Limited Partnership's cash flow will allow for the payment. Interest income decreased by $(10,000) due to the cash balances being maintained by the Partnership decreasing as well as the interest rates in the time period September 30, 2008 to September 30, 2009. LIQUIDITY AND CAPITAL RESOURCES SIX MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30, 2008. The net decrease in cash during the six months ended September 30, 2009 was $(898,000) compared to a net decrease in cash for the six months ended September 30, 2008 of $(1,791,000). The decrease in the net cash used is largely due to the $(1,757,000) in capital contributions made to Local Limited Partnerships during the six months ended September 30, 2008 compared to $(377,000) paid to Local Limited Partnerships during the six months ended September 30, 2009, a net difference of $1,380,000. Capital contributions to Local Limited Partnerships are usually made during the first two years of acquiring the Local Limited Partnerships so a decrease is expected as the Partnership is a year further in operations. During the six months ended September 30, 2009 the Partnership advanced one Local Limited Partnership $(525,000) compared to no advances made to Local Limited Partnerships for the six months ended September 30, 2008 as described above. During the six months ended September 30, 2008 the Partnership paid the General Partner or an affiliate $15,000 and $20,000 in asset management fees and reimbursement of operating expenses, respectively, compared to neither one being paid during the six months ended September 30, 2009. During 2009 the cash balances had decreased significantly largely due to the advances that were made to a Local Limited Partnership, so asset management fees and operating expense reimbursements payments could not be made. During the six months ended September 30, 2009, accrued payables, which consist primarily of related party management fees and advances due to the General Partner, increased by $143,000. The General Partner does not anticipate that the balance of the accrued fees and advances will be paid until such time as capital reserves are in excess of foreseeable working capital requirements of the Partnership. The Partnership expects its future cash flows, together with its net available assets as of September 30, 2009, to be insufficient to meet all currently foreseeable future cash requirements. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through March 31, 2011. 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 Financial Accounting Standards Board ("FASB") issued GAAP for Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance is effective for financial statements issued for fiscal years 18 beginning after November 15, 2007 and shall be applied prospectively except for very limited transactions. In February 2008, the FASB delayed for one year implementation of the guidance as it pertains to certain non-financial assets and liabilities The Partnership does not anticipate this guidance to have a material impact on the Partnership's financial statements. In November 2008, the FASB issued GAAP on Equity Method Investment Accounting Considerations, which clarifies the accounting for how to account for certain transactions and impairment considerations involving equity method investments. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact of adopting it does not have a material impact on the Partnership's financial condition or results of operations. In April 2009, the FASB issued GAAP for Interim Disclosures about Fair Value of Financial Instruments. This requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements. It was effective for the Partnership as of June 30, 2009 and has no impact on the Partnership's financial condition or results of operations. In May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance is effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and therefore has been adopted by the Partnership for this quarterly report. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Partnership did not include the disclosure in this Form 10-Q. In June 2009, the FASB issued 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. Accordingly, all references to currently existing GAAP have been removed and have been replaced with plain English explanations of the Partnership's accounting policies. The adoption of the Codification did not have a material impact on the Partnership's financial position or results of operations. 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 RISKS NOT APPLICABLE ITEM 4T. CONTROLS AND PROCEDURES 19 (a) Disclosure controls and procedures ---------------------------------- As of the end of the period 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 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 quarter ended September 30, 2009 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 20 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) 21 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, L.L.C. General Partner By: WNC & ASSOCIATES, INC. General Partner By: /s/ Wilfred N. Cooper, Jr. --------------------------- Wilfred N. Cooper, Jr. President and Chief Executive Officer of WNC & Associates, Inc. Date: April 1, 2010 By: /s/ Melanie R. Wenk ------------------- Melanie R. Wenk Vice-President - Chief Financial Officer of WNC & Associates, Inc. Date: April 1, 2010 22

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