10-Q 1 form10q.htm QUARTERLY REPORT

  

 

 

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, 2011

For the quarterly period ended September 30, 2011

For the quarterly period ended December 31, 2011

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission file number: 000-51322

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

 

California   72-1566909
(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 11

(A California Limited Partnership)

 

INDEX TO FORM 10-Q

 

For the Quarterly Periods Ended June 30, 2011, September 30, 2011 and December 31, 2011

 

PART I. FINANCIAL INFORMATION  
       
  Item 1. Financial Statements
       
    Condensed Balance Sheets
    As of June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2011 F-1
       
    Condensed Statements of Operations
    For the Three Months Ended June 30, 2011 and 2010 F-2
    For the Three and Six Months Ended September 30, 2011 and 2010 F-3
    For the Three and Nine Months Ended December 31, 2011 and 2010 F-4
       
    Condensed Statements of Partners’ Equity (Deficit)
    For the Three Months Ended June 30, 2011 F-5
    For the Six Months Ended September 30, 2011 F-5
    For the Nine Months Ended December 31, 2011 F-5
       
    Condensed Statements of Cash Flows
    For the Three Months Ended June 30, 2011 and 2010 F-6
    For the Six Months Ended September 30, 2011 and 2010 F-7
    For the Nine Months Ended December 31, 2011 and 2010 F-8
       
    Notes to Condensed Financial Statements F-9
       
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3
       
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 8
       
  Item 4. Controls and Procedures 8
       
PART II. OTHER INFORMATION  
       
  Item 1. Legal Proceedings 9
       
  Item 1A. Risk Factors 9
       
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
       
  Item 3. Defaults Upon Senior Securities 9
       
  Item 4. Mine Safety Disclosures 9
       
  Item 5. Other Information 9
       
  Item 6. Exhibits. 9
       
  Signatures 10

 

2
 

 

Part I. Financial Information

 

Item 1. Financial Statements

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

CONDENSED BALANCE SHEETS

(unaudited)

 

   June 30, 2011   September 30, 2011   December 31, 2011   March 31, 2011 
ASSETS                    
Cash and cash equivalents  $864,484   $854,048   $854,129   $1,245,376 
Investments in Local Limited Partnerships, net (Notes 2 and 3)   5,582,908    5,438,796    5,294,683    6,311,846 
Due from affiliates, net (Note 5)   150,207    150,207    150,207    207 
                     
Total Assets  $6,597,599   $6,443,051   $6,299,019   $7,557,429 
                     
LIABILITIES AND PARTNERS’ EQUITY (DEFICIT)                
                     
Liabilities:                    
Payables to Local Limited Partnerships (Note 4)  $10,000   $10,000   $10,000   $148,942 
Accrued fees and expenses due to General Partner and affiliates (Note 3)   900,932    943,488    1,097,007    896,795 
                     
Total Liabilities   910,932    953,488    1,107,007    1,045,737 
                     
Partners’ Equity (Deficit):                    
General Partner   (8,221)   (8,418)   (8,716)   (7,396)
Limited Partners (25,000 Partnership Units authorized; 16,046 Partnership Units issued and outstanding)   5,694,888    5,497,981    5,200,728    6,519,088 
                     
Total Partners’ Equity (Deficit)   5,686,667    5,489,563    5,192,012    6,511,692 
Total Liabilities and Partners Equity (Deficit)  $6,597,599   $6,443,051   $6,299,019   $7,557,429 

  

See accompanying notes to condensed financial statements

 

F-1
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

CONDENSED STATEMENTS OF OPERATIONS

 

For the Three Months Ended June 30, 2011 and 2010

(unaudited)

  

   2011   2010 
   Three Months   Three Months 
         
Reporting fees  $2,352   $6,684 
           
Total operating income   2,352    6,684 
           
Operating expenses and loss:          
Amortization (Note 2)   12,035    12,035 
Asset management fees (Note 3)   41,590    41,590 
Asset management expenses   582    2,364 
Legal and accounting fees   18,119    16 
Impairment loss (Note 2)   584,825    484,027 
Write off of advances to Local Limited Partnerships (Note 5)   36,595    - 
Other   1,628    1,049 
           
Total operating expenses and loss   695,374    541,081 
           
Loss from operations   (693,022)   (534,397)
           
Equity in losses of Local Limited Partnerships (Note 2)   (132,078)   (156,891)
           
Interest income   75    623 
           
Net loss  $(825,025)  $(690,665)
           
Net loss allocated to:          
General Partner  $(825)  $(691)
           
Limited Partners  $(824,200)  $(689,974)
           
Net loss per Partnership Unit  $(51)  $(43)
           
Outstanding weighted Partnership Units   16,046    16,046 

 

See accompanying notes to condensed financial statements

 

F-2
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

CONDENSED STATEMENTS OF OPERATIONS

 

For the Three and Six Months Ended September 30, 2011 and 2010

(unaudited)

  

   2011   2010 
   Three   Six   Three   Six 
   Months   Months   Months   Months 
                 
Reporting fees  $3,700   $6,052   $2,300   $8,984 
                     
Total operating income   3,700    6,052    2,300    8,984 
                     
Operating expenses and loss:                    
Amortization (Note 3)   12,035    24,070    12,035    24,070 
Asset management fees (Note 3)   41,590    83,180    41,590    83,180 
Asset management expenses   1,686    2,268    2,621    4,985 
Legal and accounting fees   6,478    24,597    5,010    5,026 
Impairment loss (Note 2)   -    584,825    -    484,027 
Write off of advances to Local Limited Partnerships (Note 5)   -    36,595    -    - 
Other   7,044    8,672    105    1,154 
                     
Total operating expenses and loss   68,833    764,207    61,361    602,442 
                     
Loss from operations   (65,133)   (758,155)   (59,061)   (593,458)
                     
Equity in losses of Local Limited Partnerships (Note 2)   (132,077)   (264,155)   (156,891)   (313,782)
                     
Interest income   106    181    626    1,249 
                     
Net loss  $(197,104)  $(1,022,129)  $(215,326)  $(905,991)
                     
Net loss allocated to:                    
General Partner  $(197)  $(1,022)  $(215)  $(906)
                     
Limited Partners  $(196,907)  $(1,021,107)  $(215,111)  $(905,085)
                     
Net loss per Partnership Unit  $(12)  $(64)  $(13)  $(56)
                     
Outstanding weighted Partnership Units   16,046    16,046    16,046    16,046 

 

See accompanying notes to condensed financial statements

 

F-3
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

CONDENSED STATEMENTS OF OPERATIONS

 

For the Three And Nine Months Ended December 31, 2011 and 2010

(unaudited)

  

   2011   2010 
   Three   Nine   Three   Nine 
   Months   Months   Months   Months 
                 
Reporting fees  $-   $6,052   $-   $8,984 
                     
Total operating income   -    6,052    -    8,984 
                     
Operating expenses and loss:                    
Amortization (Note 3)   12,035    36,105    12,035    36,105 
Asset management fees (Note 3)   41,590    124,770    41,590    124,770 
Asset management expenses   4,014    6,282    1,133    6,118 
Legal and accounting fees   98,159    122,756    13,146    18,172 
Impairment loss (Note 2)   -    584,825    -    484,027 
Write off of advances to Local Limited Partnerships (Note 5)   -    36,595    -    - 
Other   9,871    18,543    682    1,836 
                     
Total operating expenses and loss   165,669    929,876    68,586    671,028 
                     
Loss from operations   (165,669)   (923,824)   (68,586)   (662,044)
                    
Equity in losses of Local Limited Partnerships (Note 2)   (132,078)   (396,233)   (155,708)   (469,490)
                     
Interest income   196    377    600    1,849 
                     
Net loss  $(297,551)  $(1,319,680)  $(223,694)  $(1,129,685)
                     
Net loss allocated to:                    
General Partner  $(298)  $(1,320)  $(224)  $(1,130)
                     
Limited Partners  $(297,253)  $(1,318,360)  $(223,470)  $(1,128,555)
                     
Net loss per Partnerships Unit  $(19)  $(82)  $(14)  $(70)
                     
Outstanding weighted Partnership Units   16,046    16,046    16,046    16,046 

 

See accompanying notes to condensed financial statements

  

F-4
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

CONDENSED STATEMENTS OF PARTNERS’ EQUITY (DEFICIT)

 

For the Three Months Ended June 30, 2011, Six Months Ended September 30, 2011 and
Nine Months Ended December 31, 2011

(unaudited)

 

For the Three Months Ended June 30, 2011

 

   General   Limited     
   Partner   Partners   Total 
             
Partners’ equity (deficit) at March 31, 2011  $(7,396)  $6,519,088   $6,511,692 
                
Net loss   (825)   (824,200)   (825,025)
                
Partners’ equity (deficit) at June 30, 2011  $(8,221)  $5,694,888   $5,686,667 

 

For the Six Months Ended September 30, 2011

 

   General   Limited     
   Partner   Partners   Total 
             
Partners’ equity (deficit) at March 31, 2011  $(7,396)  $6,519,088   $6,511,692 
                
Net loss   (1,022)   (1,021,107)   (1,022,129)
                
Partners’ equity (deficit) at September 30, 2011  $(8,418)  $5,497,981   $5,489,563 

 

For the Nine Months Ended December 31, 2011

 

   General   Limited     
   Partner   Partners   Total 
             
Partners’ equity (deficit) at March 31, 2011  $(7,396)  $6,519,088   $6,511,692 
                
Net loss   (1,320)   (1,318,360)   (1,319,680)
                
Partners’ equity (deficit) at December 31, 2011  $(8,716)  $5,200,728   $5,192,012 

 

See accompanying notes to condensed financial statements

 

F-5
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

CONDENSED STATEMENTS OF CASH FLOWS

 

For the Three Months Ended June 30, 2011 and 2010

(unaudited)

 

   2011   2010 
Cash flows from operating activities:          
Net loss  $(825,025)  $(690,665)
Adjustments to reconcile net loss to net cash used in operating activities:          
Amortization   12,035    12,035 
Equity in losses of Local Limited Partnerships   132,078    156,891 
Impairment loss   584,825    484,207 
Write off of advances made to Local Limited Partnerships   36,595    - 
Increase in accrued fees and expenses due to General Partner and affiliates   4,137    7,283 
           
Net cash used in operating activities   (55,335)   (30,429)
           
Cash flows from investing activities:          
Advances made to Local Limited Partnerships   (186,595)   - 
Capital contributions paid to Local Limited Partnerships   (138,942)   - 
           
Net cash used in investing activities   (325,537)   - 
           
Net decrease in cash and cash equivalents   (380,892)   (30,429)
           
Cash and cash equivalents, beginning of period   1,245,376    1,393,194 
           
Cash and cash equivalents, end of period  $864,484   $1,362,765 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:          
          
Taxes paid  $-   $- 

 

See accompanying notes to condensed financial statements

 

F-6
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

CONDENSED STATEMENTS OF CASH FLOWS

 

For the Six Months Ended September 30, 2011 and 2010

(unaudited)

 

   2011   2010 
Cash flows from operating activities:          
Net loss  $(1,022,129)  $(905,991)
Adjustments to reconcile net loss to net cash used in operating activities:          
Amortization   24,070    24,070 
Equity in losses of Local Limited Partnerships   264,155    313,782 
Impairment loss   584,825    484,027 
Write off of advances made to Local Limited Partnerships   36,595    - 
Increase in accrued fees and expenses due to General Partner and affiliates   46,693    56,608 
           
Net cash used in operating activities   (65,791)   (27,504)
           
Cash flows from investing activities:          
Advances made to Local Limited Partnerships   (186,595)   - 
Capital contributions paid to Local Limited Partnerships   (138,942)   (95,026)
           
Net cash used in investing activities   (325,537)   (95,026)
           
Net decrease in cash and cash equivalents   (391,328)   (122,530)
           
Cash and cash equivalents, beginning of period   1,245,376    1,393,194 
           
Cash and cash equivalents, end of period  $854,048   $1,270,664 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:          
           
Taxes paid  $-   $- 
           
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES:          
           
The Partnership increased its investment in Local Limited Partnerships and payables to Local Limited Partnerships for tax credit adjusters.  $-   $180 

 

See accompanying notes to condensed financial statements

 

F-7
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

Condensed Statements of Cash Flows

 

For the Nine Months Ended December 31, 2011 and 2010

(unaudited)

 

   2011   2010 
Cash flows from operating activities:          
Net loss  $(1,319,680)  $(1,129,685)
Adjustments to reconcile net loss to net cash used in operating activities:          
Amortization   36,105    36,105 
Equity in losses of Local Limited Partnerships   396,233    469,490 
Impairment loss   584,825    484,027 
Write off of advances made to Local Limited Partnerships   36,595    - 
Increase in accrued fees and expenses due to General Partner and affiliates   200,212    113,159 
           
Net cash used in operating activities   (65,710)   (26,904)
           
Cash flows from investing activities:          
Advances made to Local Limited Partnerships   (186,595)   - 
Capital contributions paid to Local Limited Partnerships   (138,942)   (95,026)
           
Net cash used in investing activities   (325,537)   (95,026)
           
Net decrease in cash and cash equivalents   (391,247)   (121,930)
           
Cash and cash equivalents, beginning of period   1,245,376    1,393,194 
           
Cash and cash equivalents, end of period  $854,129   $1,271,264 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:          
           
Taxes paid  $-   $- 
           
SIGNIFICANT NONCASH INVESTING AND FINANCING ACTIVITIES:          
           
The Partnership increased its investment in Local Limited Partnerships and payables to Local Limited Partnerships for tax credit adjusters.  $-   $180 

 

See accompanying notes to condensed financial statements

 

F-8
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

For the Quarterly Periods Ended June 30, 2011, September 30, 2011 and

December 31, 2011

(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, 2011, six months ended September 30, 2011 and nine months ended December 31, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2012. 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, 2011.

 

Organization

 

WNC Housing Tax Credit Fund VI, L.P., Series 11 (the “Partnership”) is a California Limited Partnership formed under the laws of the State of California on July 17, 2003, and commenced operations on January 5, 2004. The Partnership was formed to acquire limited partnership interests in other limited partnerships (“Local Limited Partnerships”) which own multi-family housing complexes (“Housing Complexes”) that are eligible for Federal low income housing tax credits (“Low Income Housing Tax Credits”). The local general partners (the “Local General Partners”) of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complex. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).

 

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 own all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through the General Partner, as the Partnership has no employees of its own.

 

The Partnership shall continue in full force and effect until December 31, 2065 unless terminated prior to that date pursuant to the partnership agreement or law.

 

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

 

The Partnership Agreement authorized the sale of up to 25,000 units of limited partnership interest (“Partnership Units”) at $1,000 per Partnership Unit. The offering of Partnership Units has concluded, and 16,046 Partnership Units representing subscriptions in the amount of $16,021,630, net of dealer discounts of $20,860 and volume discounts of $3,510, had been accepted. The General Partner has a 0.1% interest in operating profits and losses, taxable income and losses, cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership. The investors (the “Limited Partners”) in the Partnership will be allocated the remaining 99.9% of these items in proportion to their respective investments.

 

F-9
 

  

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(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 partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the particular Local Limited Partnership Agreement. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be 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 of 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 “Compliance Period”), the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of prior Low Income Housing Tax Credits, and a loss of the Partnership’s investment in the Housing Complex would occur. The Partnership is a limited partner 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.

 

F-10
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

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

 

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

 

The Partnership currently has insufficient working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through November 30, 2015.

 

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

 

Exit Strategy

 

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

 

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

 

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

 

Upon identifying those Housing Complexes with the highest potential for a successful sale, refinancing or re-syndication, the Partnership expects to proceed with efforts to liquidate them. The objective is to maximize the Limited Partners’ return wherever possible and, ultimately, to wind down the Partnership as Low Income Housing Tax Credits are no longer available. Local Limited Partnership interests may be disposed of any time by the General Partner in its discretion. While liquidation of the Housing Complexes continues to be evaluated, the dissolution of the Partnership was not imminent as of December 31, 2011.

 

F-11
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and
December 31, 2011

(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 partners of the Local Limited Partnership, including the Partnership, in accordance with the terms of the particular Local Limited 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, as the proceeds first would be used to pay Partnership obligations and funding of reserves.

 

Subsequent to December 31, 2011, on August 31, 2012, the Partnership sold its Local Limited Partnership Interest in Lantana Northridge Apartments, LTD (“Lantana Northridge”) to an unrelated third party.  The buyer offered $245,633 to purchase the Local Limited Partnership Interest. Lantana Northridge was appraised for $410,000 and had a mortgage note balance of $814,210 as of December 31, 2011.  The Limited Partnership Interest was originally acquired for $512,217 and the Partnership had paid $384,163 of its capital contributions leaving a balance owing of $128,054.  It was realized that the $128,054 was never going to be paid due to the fact that Low Income Housing Tax Credits were never delivered to the Partnership.  Therefore the outstanding capital contribution of $128,054 was written off and the investment balance for Lantana Northridge was written down by the same amount.  At the time of the disposition the Partnership’s investment balance is zero; therefore a gain of $245,463 will be recorded during the respective period.   The funds will be placed into the Partnership’s reserves and will either be used to make additional investments in Local Limited Partnerships, pay future operating expenses, pay accrued and future operating expenses or returned to investors based on future economic decisions. Due to the untimely completion of the rehabilitation work on the housing complex, all tax credits for Lantana Northridge have been forfeited and cannot be claimed.

 

Subsequent to December 31, 2011, on August 31, 2012, the Partnership sold its Local Limited Partnership Interest in Lantana Southridge Apartments, LTD (“Lantana Southridge”) to an unrelated third party.  The buyer offered $245,633 to purchase the Local Limited Partnership Interest. Lantana Southridge was appraised for $360,000 and had a mortgage note balance of $747,432 as of December 31, 2011.  The Limited Partnership Interest was originally acquired for $400,166 and the Partnership had paid $300,125 of its capital contributions leaving a balance owing of $100,041.  It was realized that the $100,041 was never going to be paid due to the fact that Low Income Housing Tax Credits were never delivered to the Partnership.  Therefore the outstanding capital contribution of $100,041 was written off and the investment valance for Lantana Southridge was written down by the same amount.   At the time of the disposition the Partnership’s investment balance is zero; therefore a gain of $245,463 will be recorded during the respective period.   The funds will be placed into the Partnership’s reserves and will either be used to make additional investments in Local Limited Partnerships, pay future operating expenses, pay accrued and future operating expenses or returned to investors based on future economic decisions. Due to the untimely completion of the rehabilitation work on the housing complex, all tax credits for Lantana Southridge have been forfeited and cannot be claimed.

 

Method of Accounting for Investments in Local Limited Partnerships

 

The Partnership accounts for its investments in Local Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. Recoverability of such investment is measured by the estimated value derived by management, generally consisting of the sum of the remaining future Low Income Housing Tax Credits estimated to be allocable to the Partnership and the estimated residual value to the Partnership. If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment in any such Local Limited Partnership. The accounting policies of the Local Limited Partnerships, generally, are expected to be consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments were capitalized as part of the investment account and are being amortized over 30 years (see Notes 2 and 3).

 

F-12
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

“Equity in losses of Local Limited Partnerships” for each of the periods ended June 30, September 30 and December 31, 2011 and 2010 has 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. Equity in losses from the Local Limited Partnerships allocated to the Partnership is not recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships report net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of the net losses not recognized during the period(s) the equity method was suspended (see Note 2).

 

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

 

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

 

Distributions received from the Local Limited Partnerships are accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as distribution income. As of June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2011, four investment accounts in Local Limited Partnerships had reached a zero balance.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

 

Cash and Cash Equivalents

 

The Partnership considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. As of June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2011, the Partnership had cash equivalents of $856,043, $850,607, $850,689, and $1,238,097, respectively. 

 

F-13
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Concentration of Credit Risk

 

For all periods presented, the Partnership maintained cash and cash equivalent 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 and cash equivalents.

 

Reporting Comprehensive Income

 

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

 

Income Taxes

 

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. Income tax returns filed by the Partnership are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2011 remain open.

 

Net Loss Per Partnership Unit

 

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

 

Impairment

 

The Partnership reviews its investments in Local Limited Partnerships for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of such investments may not be recoverable. Recoverability is measured by a comparison of the carrying amount of the investment to the sum of the total amount of the remaining Low Income Housing Tax Credits allocated to the Partnership and any estimated residual value of the investment. Impairment loss for the three months ended June 30, 2011 and 2010 was $584,825 and $484,027, respectively. For the six months ended September 30, 2011 and 2010, impairment loss of $584,825 and $484,027, respectively, was recorded. Impairment loss for the nine months ended December 31, 2011 and 2010 was $584,825 and $484,027, respectively.

 

The Partnership also evaluates its intangibles for impairment in connection with its investments in Local Limited Partnerships. Impairment on the intangibles is measured by comparing the Partnership’s total investment balance after impairment of investments in Local Limited Partnerships to the sum of the total of the remaining Low Income Housing Tax Credits allocated to the Partnership and any estimated residual value of the investments. No impairment loss was recorded against the related intangibles for any of the periods presented.

 

F-14
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 

Amortization

 

Acquisition fees and costs are being amortized over 30 years using the straight-line method. Amortization expense for each of the three months ended June 30, 2011 and 2010 was $12,035. For each of the six months ended September 30, 2011 and 2010 amortization expense was $24,070. For each of the nine months ended December 31, 2011 and 2010 amortization expense was $36,105.

 

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.

 

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

 

As of June 30, 2011, September 30, 2011, December 31, 2011, and March 31, 2011 the Partnership has acquired limited partnership interests in fifteen Local Limited Partnerships, each of which owns one Housing Complex consisting of an aggregate of 699 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 Partnership agreements, of the operating profits and losses, taxable income and losses, and Low Income Housing Tax Credits of the Local Limited Partnerships.

 

The following is a summary of the equity method activity of the investments in Local Limited Partnerships for the periods presented below:

 

   For the Three
Months Ended
June 30, 2011		   For the
Year Ended
March 31, 2011		 
Investments per balance sheet, beginning of period  $6,311,846   $7,315,317 
Impairment loss   (584,825)   (484,027)
Equity in losses of Local Limited Partnerships   (132,078)   (471,484)
Amortization of capitalized acquisition fees and costs   (12,035)   (48,140)
Tax credit adjustments   -    180 
Investments per balance sheet, end of period  $5,582,908   $6,311,846 

 

F-15
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

 

   For the Six
Months Ended
September 30, 2011		   For the
Year Ended
March 31, 2011		 
Investments per balance sheet, beginning of period  $6,311,846   $7,315,317 
Impairment loss   (584,825)   (484,027)
Equity in losses of Local Limited Partnerships   (264,155)   (471,484)
Amortization of capitalized acquisition fees and costs   (24,070)   (48,140)
Tax credit adjustments   -    180 
Investments per balance sheet, end of period  $5,438,796   $6,311,846 

  

   For the Nine
Months Ended
December 31, 2011		   For the
Year Ended
March 31, 2011		 
Investments per balance sheet, beginning of period  $6,311,846   $7,315,317 
Impairment loss   (584,825)   (484,027)
Equity in losses of Local Limited Partnerships   (396,233)   (471,484)
Amortization of capitalized acquisition fees and costs   (36,105)   (48,140)
Tax credit adjustments   -    180 
Investments per balance sheet, end of period  $5,294,683   $6,311,846 

 

   For the Three
Months Ended
June 30, 2011		   For the
Year Ended
March 31, 2011		 
Investments in Local Limited Partnerships, net  $4,459,835   $5,176,738 
Acquisition fees and costs, net of accumulated amortization of $321,067 and $309,032   1,123,073    1,135,108 
Investments per balance sheet, end of period  $5,582,908   $6,311,846 

 

   For the Six
Months Ended
September 30, 2011		   For the
Year Ended
March 31, 2011		 
Investments in Local Limited Partnerships, net  $4,327,758   $5,176,738 
Acquisition fees and costs, net of accumulated amortization of $333,102 and $309,032   1,111,038    1,135,108 
Investments per balance sheet, end of period  $5,438,796   $6,311,846 

  

F-16
 

  

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

 

   For the Nine
Months Ended
December 31, 2011		   For the Year
Ended
March 31, 2011		 
Investments in Local Limited Partnerships, net  $4,195,680   $5,176,738 
Acquisition fees and costs, net of accumulated amortization of $345,137 and $309,032   1,099,003    1,135,108 
Investments per balance sheet, end of period  $5,294,683   $6,311,846 

 

Selected financial information for the three months ended June 30, 2011 and 2010 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
 
   2011   2010 
Revenues  $953,000   $900,000 
Expenses:          
Interest expense   181,000    189,000 
Depreciation and amortization   291,000    290,000 
Operating expenses   676,000    651,000 
Total expenses   1,148,000    1,130,000 
           
Net loss  $(195,000)  $(230,000)
           
Net loss allocable to the Partnership  $(193,000)  $(224,000)
           
Net loss recorded by the Partnership  $(132,000)  $(157,000)

 

F-17
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

 

Selected financial information for the six months ended September 30, 2011 and 2010 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
 
   2011   2010 
Revenues  $1,906,000   $1,799,000 
Expenses:          
Interest expense   361,000    378,000 
Depreciation and amortization   583,000    579,000 
Operating expenses   1,353,000    1,301,000 
Total expenses   2,297,000    2,258,000 
           
Net loss  $(391,000)  $(459,000)
           
Net loss allocable to the Partnership  $(387,000)  $(447,000)
           
Net loss recorded by the Partnership  $(264,000)  $(314,000)

 

Selected financial information for the nine months ended December 31, 2011 and 2010 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
 
   2011   2010 
Revenues  $2,859,000   $2,698,000 
Expenses:          
Interest expense   543,000    567,000 
Depreciation and amortization   874,000    868,000 
Operating expenses   2,029,000    1,952,000 
Total expenses   3,446,000    3,387,000 
           
Net loss  $(587,000)  $(689,000)
           
Net loss allocable to the Partnership  $(580,000)  $(671,000)
           
Net loss recorded by the Partnership  $(396,000)  $(469,000)

 

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 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.

 

F-18
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

 

Troubled Housing Complexes 

 

During 2005, the Partnership acquired Local Limited Partnership Interests in Lantana Northridge Apartments, LTD (“Lantana Northridge”) and Lantana Southridge Apartments, LTD (“Lantana Southridge”). Upon acquisition, it was expected that Lantana Northridge and Lantana Southridge would generate Low Income Housing Tax Credits (“LIHTC’s”) amounting to $665,220 and $519,700, respectively. As of the filing date the Partnership has sold its Local Limited Partnership Interest in both and no LIHTC’s were delivered due to the fact that the rehabilitation work on the Housing Complexes was not completed within the allowable timeframe required by the Texas Department of Housing and Community Affairs (“TDHCA”).

 

During 2010 TDHCA notified the Local General Partner and the Partnership that the Low Income Housing Tax Credits for Lantana Northridge and Lantana Southridge were forfeited and could not be claimed. TDHCA has stated that the proper paperwork was not filed with the agency as proof that the rehabilitation work was completed on the Housing Complexes, and therefore Form 8609’s were not and will not be issued for either Housing Complex. After multiple conversations between the Local General Partner and the Partnership, a draft settlement structure was agreed to by all parties. Upon the settlement agreement being routed for signatures, the Local General Partner decided that he did not agree to the terms of the settlement agreement and accordingly, refused to sign it. The Limited Partner of the Local Limited Partnerships called for an all partners meeting, which took place on July 12, 2011. At the meeting, a vote was taken to remove the Local General Partner. In accordance with the Local Limited Partnership Agreements, the Limited Partner has the right to remove the Local General Partner for nonperformance. The Limited Partner voted in favor of removing the Local General Partner, with that vote making up 99.98% of the total votes. The Local General Partner has challenged the removal, but a new Local General Partner entered the Partnership in 2012.

 

Management of the Partnership deems the investments in Lantana Northridge and Lantana Southridge to be impaired due to the loss of all LIHTC’s. As of March 31, 2006 the Partnership had paid $384,163 of $512,217 in capital contributions for Lantana Northridge, and $300,125 of $400,166 in the capital contribution for Lantana Southridge. An impairment loss of $372,917 and $288,637 has been recorded against the Partnership’s investment in Lantana Northridge and Lantana Southridge, respectively, resulting in a reduction of the Partnership’s investment in these Local Limited Partnerships to $0.

 

On August 31, 2012, the Limited Partnership Interest in Lantana Northridge and Lantana Southridge were each sold for $245,633 resulting in a combined total of $491,266 to be paid to the Partnership.

 

During 2005, the Partnership acquired Local Limited Partnership Interests in Alpine Mountainview, LTD (“Alpine”) and Fort Stockton Oasis, LTD (“Fort Stockton”). These Local Limited Partnerships are managed by the same third party management company and have the same Local General Partner. Upon acquisition, it was expected that Alpine and Fort Stockton would generate Low Income Housing Tax Credits (“LIHTC’s”) amounting to $665,140 and $554,110, respectively.

 

Upon Rural Development’s approval of the change in management, Profession Property Management took over the responsibility of managing Alpine and Fort Stockton from Town and Country. The original general partner was replaced. As of August 2012 AHDF – Texas RD took over as the General Partner and with the approval of the Partnership. TDHCA issued the 8609s for Alpine on April 9, 2014. The 8609s for Fort Stockton are still pending. 

  

F-19
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

 

Two Local Limited Partnerships, Deer Creek Sturgis Limited Dividend Housing Association (“Deer Creek”) and Roscommon Country Village (“Roscommon”) have been experiencing operational issues since 2006. Both properties have historically had low debt coverage ratios (“DCR”), low occupancy rates and cash deficits. Due to the extreme operating issues both properties were experiencing the Michigan State Housing and Development Agency (“MSHDA”) had created a plan that allowed both properties to make interest only payments. Starting in 2009, the mortgage payments were not being kept current therefore MSHDA notified the Local General Partner that the property was in default and took control of the physical asset and changed the management agent. MSHDA stated that this was a result of mortgage payments being behind and the Local General Partners’ inability to provide an effective plan to correct the problem.

 

In 2011, Associates successfully negotiated a debt restructuring agreement where MSHDA agreed to interest only debt service for 5 years expiring in 2016 as long as all of the past due mortgage payments were made current. The appointed management agent has been terminated and replaced by Professional Property Management. As a result, operating expenses have remained stable and a plan has been set in motion to stabilize occupancy. As of June 30, 2014 the occupancy rate was 90% and 93% for Deer Creek and Roscommon, respectively. The current management company is actively working on increasing the occupancy for Deer Creek and maintaining the occupancy for Roscommon. With the workout plans in place as well as the replacement of the management company the Partnership is confident that these properties will stabilize.

 

As of February 2012, a settlement agreement has been established between the Partnership, Raymond T. Cato Jr. and Christopher R. Cato regarding Deer Creek and Roscommon. The settlement agreement was reached due to a mediation held February 1, 2012 as a result of a lawsuit filed regarding an alleged breach in contract. This settlement stands as the official agreement superseding all previous agreements related to the settlement.

 

As a result of the settlement agreement the following conditions have been reached: the Catos are obligated to pay three installments totaling $150,000 by February 2013. All installments were paid timely by way of electronic fund transfer or certified funds payable to Associates. Associates then transferred the funds to the Partnership.

 

As of March 2014, Deer Creek continues to have a low DCR, and the property expenses have increased by $4,000 per unit due to snow removal and unit turnover expenses. Currently, the Local General Partner is funding the operating deficit by deferring fees to the property management company.

 

On September 13, 2011, Memphis 150, LP was notified by its lender that the Local Limited Partnership was in default on its mortgage note, due to past due property taxes. The lender has confirmed that the loans are current, but due to the fact that the property taxes were past due, they were demanding that the notes be paid in full immediately. A meeting was held on November 22, 2011 with the county and city to review a new payment plan on the past due taxes. The Partnership has received a copy of the plan signed by the General Partner that provides for the payment of delinquent taxes and the refinancing of Memphis 150, LP with the current lender exiting by 2015. As of the end of July, 2012, the Local General Partner had continued to comply with the agreements to pay the delinquent property taxes. A date has not been established for the receivership proceedings by the current lender. The Partnership conducted a Partners Meeting on July 25, 2012 to address the failure of the Local General Partner’s past due quarterly and annual reporting to the Partnership. At the meeting it was decided that Shelter Resource Corporation would replace the Local General Partner. Along with these changes Urban Properties Holding purchased the first mortgage note and the Partnership entered into a forbearance note as part of the debt restructuring plan. The Forbearance agreement is valid through the 10 year credit period or 2017 at which time Urban Properties Holdings has the option of purchasing the Local General Partner and Partnership interest. During the year ended December 2013, the Partnership funded $250,000 to pay the 2013 property taxes, repairs, and reduce the debt balance.

 

F-20
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

 

In January 2012 a meeting of the Partners was held in regards to Helisa Square, where the Limited Partner and Special Limited Partner voted to remove the original General Partner for multiple partnership agreement violations. A WNC affiliated entity was admitted as a substitute general partner (New General Partner). The original General Partner and the Limited Partner entered into court ordered mediation. After 6 months of discussion no settlement was reached and mediation terminated. The case, involving the Plaintiff WNC Housing and Shelter Resource and the Defendants Shelborne development, was returned to court and discovery commenced. The Court granted the Motion for Summary Judgment confirming that the removal of the original general partner was valid.

 

The New General Partner appointed a new management agent in 2012 to secure control of the asset and work to improve the operating revenue. The property continues to struggle with excessive turnover, which is a major problem in the Detroit metropolitan area. The physical occupancy remains above 80%; however, due to the excessive turnover and on-going repairs and maintenance the property continues to struggle economically. The New General Partner continues to actively monitor property operations and makes regular site visits. A new local management company was hired in the first quarter of 2014.

 

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 incurred acquisition fees of $1,123,220, which were included in investments in Local Limited Partnerships. Accumulated amortization of these capitalized costs was $249,704, $259,064, $268,424 and $240,344 as of June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2011, respectively.
     
  (b) Acquisition costs of 2% of the gross proceeds from the sale of Partnership Units as reimbursement of costs incurred by the General Partner or by an affiliate of Associates in connection with the acquisition of Local Limited Partnerships. As of all periods presented, $320,920, respectively, were included in investments in Local Limited Partnerships. Accumulated amortization of these capitalized costs was $71,363, $74,038, $76,713, and $68,688 as of June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2011, respectively.
     
  (c) An annual asset management fee not to exceed 0.5% of the invested assets of the Partnership, as defined. “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership interests and the Partnership’s allocable share of mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $41,590 were incurred during each of the three months ended June 30, 2011 and 2010. For each of the six months ended September 30, 2011 and 2010, the Partnership incurred asset management fees of $83,180. Asset management fees of $124,770 were incurred during each of the nine months ended December 31, 2011 and 2010. The Partnership paid the General Partner or its affiliates $25,000 during each of the three months ended June 30, 2011 and 2010, $25,000 during each of the six months ended September 30, 2011 and 2010, and $25,000 during each of the nine months ended December 31, 2011 and 2010.
     
  (d) A subordinated disposition fee in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a preferred return of 14% through December 31, 2011 and 6% thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No such fee was incurred for all periods presented.

 

F-21
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 3 - RELATED PARTY TRANSACTIONS, continued

 

  (e) The Partnership reimburses the General Partner or its affiliates for operating expenses incurred on behalf of the Partnership. Operating expense reimbursements were $32,860 and $12,736 during the three months ended June 30, 2011 and 2010, respectively. For the six months ended September 30, 2011 and 2010, the Partnership reimbursed operating expenses of $47,102 and $12,736, respectively. For the nine months ended December 31, 2011 and 2010, operating expense reimbursements were $47,102 and $12,736, respectively.

 

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

 

   June 30, 2011   September 30, 2011   December 31, 2011   March 31, 2011 
                 
Asset management fee payable  $896,518   $938,108   $979,698   $879,928 
Expenses paid by the General Partners or an affiliate on behalf of the Partnership   4,414    5,380    117,309    16,867 
Total  $900,932   $943,488   $1,097,007   $896,795 

 

NOTE 4 - 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). As of June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2011, $10,000, $10,000, $10,000 and $148,942, were payable, respectively .

 

NOTE 5 - DUE FROM AFFILIATES

 

The Partnership is not obligated to fund advances to the Local Limited Partnerships. Occasionally, when Local Limited Partnerships encounter operational issues the Partnership may decide to advance funds to assist the Local Limited Partnership with its operational issues.

 

As of June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2011 the Partnership in total had advanced $186,595, $186,595, $186,595, and $0, respectively to two Local Limited Partnership, Deer Creek Limited Partnership and Roscommon Limited Partnership. These advances were used to pay for the property taxes, mortgage payments and operational expenses. Of the total amount advanced, $36,395 was written off due to uncollectibility. The remaining $150,000 was received subsequent to December 31, 2011.

 

NOTE 6 - SUBSEQUENT EVENTS 

 

Subsequent to December 31, 2011, on August 31, 2012, the Partnership sold its Local Limited Partnership Interest in Lantana Southridge Apartments, LTD (“Lantana Southridge”) to an unrelated third party.  The buyer offered $245,633 to purchase the Local Limited Partnership Interest. Lantana Southridge was appraised for $360,000 and had a mortgage note balance of $747,432 as of December 31, 2011.  The Limited Partnership Interest was originally acquired for $400,166 and the Partnership had paid $300,125 of its capital contributions leaving a balance owing of $100,041.  It was realized that the $100,041 was never going to be paid due to the fact that Low Income Housing Tax Credits were never delivered to the Partnership.  Therefore the outstanding capital contribution of $100,041 was written off and the investment valance for Lantana Southridge was written down by the same amount.   At the time of the disposition the Partnership’s investment balance is zero; therefore a gain of $245,463 will be recorded during the respective period.   The funds will be placed into the Partnership’s reserves and will either be used to make additional investments in Local Limited Partnerships, pay future operating expenses, pay accrued and future operating expenses or returned to investors based on future economic decisions. Due to the untimely completion of the rehabilitation work on the housing complex, all tax credits for Lantana Southridge have been forfeited and cannot be claimed.

 

F-22
 

 

WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11

(A California Limited Partnership)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

 

For the Quarterly periods ended June 30, 2011, September 30, 2011 and

December 31, 2011

(unaudited)

 

NOTE 6 - SUBSEQUENT EVENTS, continued

 

Subsequent to December 31, 2011, on August 31, 2012, the Partnership sold its Local Limited Partnership Interest in Lantana Southridge Apartments, LTD (“Lantana Southridge”) to an unrelated third party.  The buyer offered $245,633 to purchase the Local Limited Partnership Interest. Lantana Southridge was appraised for $360,000 and had a mortgage note balance of $747,432 as of December 31, 2011.  The Limited Partnership Interest was originally acquired for $400,166 and the Partnership had paid $300,125 of its capital contributions leaving a balance owing of $100,041.  It was realized that the $100,041 was never going to be paid due to the fact that Low Income Housing Tax Credits were never delivered to the Partnership.  Therefore the outstanding capital contribution of $100,041 was written off and the investment valance for Lantana Southridge was written down by the same amount.   At the time of the disposition the Partnership’s investment balance is zero; therefore a gain of $245,463 will be recorded during the respective period.   The funds will be placed into the Partnership’s reserves and will either be used to make additional investments in Local Limited Partnerships, pay future operating expenses, pay accrued and future operating expenses or returned to investors based on future economic decisions. Due to the untimely completion of the rehabilitation work on the housing complex, all tax credits for Lantana Southridge have been forfeited and cannot be claimed.

 

F-23
 

 

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

 

Forward Looking Statements

 

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

 

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

 

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

 

The following discussion and analysis compares the results of operations for the three months ended June 30, 2011 and 2010, the three and six months ended September 30, 2011 and 2010, and the three and nine months ended December 31, 2011 and 2010, 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, 2011 consisted of $864,000 in cash and cash equivalents, aggregate investments in Local Limited Partnerships of $5,583,000 and due from affiliates of $150,000. Liabilities at June 30, 2011 consisted of $901,000 of accrued fees and expenses due to General Partner and affiliates and $10,000 in payables to Local Limited Partnerships.

 

The Partnership’s assets at September 30, 2011 consisted of $854,000 in cash and cash equivalents, aggregate investments in Local Limited Partnerships of $5,439,000 and due from affiliates consisted of $150,000. Liabilities at September 30, 2011 consisted of $943,000 of accrued fees and expenses due to General Partner and affiliates and $10,000 in payables to Local Limited Partnerships.

 

The Partnership’s assets at December 31, 2011 consisted of $854,000 in cash and cash equivalents, aggregate investments in Local Limited Partnerships of $5,295,000 and due from affiliates of $150,000. Liabilities at December 31, 2011 consisted of $1,097,000 of accrued fees and expenses due to General Partner and affiliates and $10,000 in payables to Local Limited Partnerships.

 

3
 

 

Results of Operations

 

Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010. The Partnership’s net loss for the three months ended June 30, 2011 was $(825,000), reflecting an increase of $(134,000) from the net loss experienced for the three months ended June 30, 2010 of $(691,000). There was an increase in impairment loss of $(101,000) for the three months ended June 30, 2011 compared to the three months ended June 30, 2010. The impairment loss can vary each year depending on the annual decrease in Low Income Housing Tax Credits allocated to the Partnership compared to the current net investment balance that is being carried for the particular Local Limited Partnership. Equity in losses of Local Limited Partnerships decreased by $25,000 for the three months ended June 30, 2011. The equity in losses can vary each period depending on the operations of the underlying Housing Complexes of the Local Limited Partnerships. The accounting and legal fees increased by $(18,000) for the three months ended June 30, 2011, compared to the three months ended June 30, 2010 due to legal issues related to Local Limited Partnerships. There was an increase in write off of advances of $(37,000) during the three months ended June 30, 2011. The advance and write offs vary from period to period based on the needs of the Local Limited Partnerships. Reporting fees decreased by $(4,000) for the three months ended June 30, 2011 compared to the three months ended June 30, 2010. These fees vary as Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flows will allow for the payment. The asset management expenses decreased by $2,000 during the three months ended June 30, 2011 compared to the three months ended June 30, 2010 due to the timing of necessary property inspections.

 

Three Months Ended September 30, 2011 Compared to Three Months Ended September 30, 2010. The Partnership’s net loss for the three months ended September 30, 2011 was $(197,000), reflecting a decrease of $18,000 from the net loss experienced for the three months ended September 30, 2010 of $(215,000). Equity in losses of Local Limited Partnerships decreased by $25,000 for the three months ended September 30, 2011. The equity in losses can vary each period depending on the operations of the underlying Housing Complexes of the Local Limited Partnerships. Reporting fees increased by $1,000 for the three months ended September 30, 2011. These fees vary as Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flows will allow for the payment. The accounting and legal fees increased by $(1,000) for the three months ended September 30, 2011 compared to the three months ended September 30, 2010 due to legal issues related to Local Limited Partnerships. The asset management expenses decreased by $1,000 during three months ended September 30, 2011 compared to the three months ended September 30, 2010 due to the timing of necessary property inspections.

 

Six Months Ended September 30, 2011 Compared to Six Months Ended September 30, 2010. The Partnership’s net loss for the six months ended September 30, 2011 was $(1,022,000), reflecting an increase of $(116,000) from the net loss experienced for the six months ended September 30, 2010 of $(906,000). There was an increase in impairment loss of $(101,000) for the six months ended September 30, 2011 compared to the six months ended September 30, 2010. The impairment loss can vary each year depending on the annual decrease in Low Income Housing Tax Credits allocated to the Partnership compared to the current net investment balance that is being carried for the particular Local Limited Partnership. Equity in losses of Local Limited Partnerships decreased by $50,000 for the six months ended September 30, 2011. The equity in losses can vary each period depending on the operations of the underlying Housing Complexes of the Local Limited Partnerships. The asset management expenses decreased by $3,000 during the six months ended September 30, 2011 due to the timing of necessary property inspections. There was an increase in write off of advances of $(37,000) during the six months ended September 30, 2011. The advances and write offs vary from period to period based on the needs of the Local Limited Partnership. Reporting fees decreased by $(3,000) for the six months ended September 30, 2011. These fees vary as Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flows will allow for the payment. The accounting and legal fees increased by $(20,000) for the six months ended September 30, 2011 compared to the six months ended September 30, 2010 due to legal issues related to Local Limited Partnerships.

 

Three Months Ended December 31, 2011 Compared to Three Months Ended December 31, 2010. The Partnership’s net loss for the three months ended December 31, 2011 was $(298,000), reflecting an increase of $(74,000) from the net loss experienced for the three months ended December 31, 2010 of $(224,000). Equity in losses of Local Limited Partnerships decreased by $24,000 for the three months ended December 31, 2011. The equity in losses can vary each period depending on the operations of the underlying Housing Complexes of the Local Limited Partnerships. The accounting and legal fees increased by $(85,000) for the three months ended December 31, 2011 compared to the three months ended December 31, 2010 due to legal issues related to Local Limited Partnerships. The asset management expenses increased by $(3,000) during three months ended December 31, 2011 compared to the three months ended December 31, 2010 due to the timing of necessary property inspections. Other expenses increased by $(9,000) due to the increase in consulting work performed during the three months ended December 31, 2011.

 

4
 

 

Nine Months Ended December 31, 2011 Compared to Nine Months Ended December 31, 2010. The Partnership’s net loss for the nine months ended December 31, 2011 was $(1,320,000), reflecting an increase of $(190,000) from the net loss experienced for the nine months ended December 31, 2010 of $(1,130,000). There was an increase in impairment loss of $(101,000) for the nine months ended December 31, 2011 compared to the nine months ended December 31, 2010. The impairment loss can vary each year depending on the annual decrease in Low Income Housing Tax Credits allocated to the Partnership compared to the current net investment balance that is being carried for the particular Local Limited Partnership. Equity in losses of Local Limited Partnerships decreased by $73,000 for the nine months ended December 31, 2011. The equity in losses can vary each period depending on the operations of the underlying Housing Complexes of the Local Limited Partnerships. There was an increase in write off of advances of $(37,000) during the nine months ended December 31, 2011. The advances and write offs vary from period to period based on the needs of the Local Limited Partnership. Reporting fees decreased by $(3,000) for the nine months ended December 31, 2011. These fees vary as Local Limited Partnerships pay the reporting fees to the Partnership when the Local Limited Partnerships’ cash flows will allow for the payment. The accounting and legal fees increased by $(105,000) for the nine months ended December 31, 2011 compared to the nine months ended December 31, 2010 due to legal issues related to Local Limited Partnerships. Other expenses increased by $(16,000) due to the increase in consulting work performed during the nine months ended December 31, 2011.

 

Capital Resources and Liquidity

 

Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010. The net decrease in cash and cash equivalents during the three months ended June 30, 2011 was $(381,000), compared to a net decrease in cash and cash equivalents for the three months ended June 30, 2010 of $(30,000). The Partnership paid $(139,000) of contributions to Local Limited Partnerships during the three months ended June 30, 2011 compared to no such payment during the three months ended June 30, 2010. Certain benchmarks must be met by the Local Limited Partnerships in order for capital contributions to be paid. During the three months ended June 30, 2011, the Partnership advanced $(187,000) to Local Limited Partnerships compared to no such advances during the three months ended June 30, 2010. The advances vary from period to period based on the needs of the Local Limited Partnerships. Additionally, the Partnership paid $(25,000) in asset management fees during the three months ended June 30, 2011 and 2010. In addition, the Partnership reimbursed $(33,000) of operating advances to the General Partner or an affiliate during the three months ended June 30, 2011, compared to $(13,000) during the three months ended June 30, 2010. Each quarter the Partnership evaluates the cash position and determines how much of the accrued asset management fee and operating expense reimbursements will be paid to the General Partner or affiliate. The Partnership received $(4,000) less in reporting fees from Local Limited Partnerships during the three months ended June 30, 2011 as discussed above.

 

Six Months Ended September 30, 2011 Compared to Six Months Ended September 30, 2010. The net decrease in cash and cash equivalents during the six months ended September 30, 2011 was $(391,000) compared to a net decrease in cash and cash equivalents during the six months ended September 30, 2010 of $(123,000). The Partnership paid $(139,000) of contributions to Local Limited Partnerships during the six months ended September 30, 2011 compared to $(95,000) paid during the six months ended September 30, 2010. Certain benchmarks must be met by the Local Limited Partnerships in order for capital contributions to be paid. The Partnership advanced $(187,000) to Local Limited Partnerships during the six months ended September 30, 2011 compared to no such advances during the six months ended September 30, 2010. The advances vary from period to period based on the needs of the Local Limited Partnerships. In addition, the Partnership reimbursed $(47,000) of operating advances to the General Partner or an affiliate during the six months ended September 30, 2011, compared to $(13,000) during the six months ended September 30, 2010. Additionally, the Partnership paid $(25,000) in accrued asset management fees during the six months ended September 30, 2011 and 2010. Each quarter the Partnership evaluates the cash position and determines how much of the accrued asset management fee and operating expense reimbursements will be paid to the General Partner or affiliate. The Partnership received $(3,000) less in reporting fees from Local Limited Partnerships during the six months ended September 30, 2011 as discussed above.

 

5
 

 

Nine Months Ended December 31, 2011 Compared to Nine Months Ended December 31, 2010. The net decrease in cash and cash equivalents during the nine months ended December 31, 2011 was $(391,000) compared to a net decrease in cash and cash equivalents during the nine months ended December 31, 2010 of $(122,000). The Partnership paid $(139,000) of contributions to Local Limited Partnerships during the nine months ended December 31, 2011 compared to $(95,000) paid during the nine months ended December 31, 2010. Certain benchmarks must be met by the Local Limited Partnerships in order for capital contributions to be paid. The Partnership advanced $(187,000) to Local Limited Partnerships during the nine months ended December 31, 2011. The advances vary from period to period based on the needs of the Local Limited Partnerships. In addition, the Partnership reimbursed $(48,000) of operating advances to the General Partner or an affiliate during the nine months ended December 31, 2011, compared to $(13,000) during the nine months ended December 31, 2010. Additionally, the Partnership paid $(25,000) in accrued asset management fees during the nine months ended December 31, 2011 and 2010. Each quarter the Partnership evaluates the cash position and determines how much of the accrued asset management fee and operating expense reimbursements will be paid to the General Partner or affiliate. The Partnership received $(3,000) less in reporting fees from Local Limited Partnerships during the nine months ended December 31, 2011 as discussed above.

 

During the three, six and nine months ended June 30, 2011, September 30, 2011 and December 31, 2011, accrued payables, which consist primarily of related party asset management fees and advances due to the General Partner or affiliates, increased by $4,000, $47,000 and $200,000, respectively, as compared to March 31, 2011. The General Partner does not anticipate that these accrued fees and advances will be paid until such time as capital reserves are in excess of foreseeable working capital requirements of the Partnership.

 

The Partnership expects its future cash flows, together with its net available assets as of December 31, 2011, 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 November 30, 2015.

 

Recent Accounting Changes

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued accounting guidance for Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This guidance is effective for financial statements issued for fiscal years beginning after November 15, 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 adopted GAAP for Fair Value Measurements effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the effective date was April 1, 2009. The Partnership has determined that adoption of this guidance had no material impact on the Partnership’s financial statements.

 

In February 2007, the FASB issued accounting guidance for The Fair Value Option for Financial Assets and Financial Liabilities. This guidance permits entities to choose to measure many financial instruments and certain other items at fair value. The fair value election is designed to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. It is effective for fiscal years beginning after November 15, 2007. On April 1, 2008, the Partnership adopted GAAP for The Fair Value Option for Financial Assets and Financial Liabilities and elected not to apply the provisions to its eligible financial assets and financial liabilities on the date of adoption. Accordingly, the initial application of the guidance had no effect on the Partnership.

 

In November 2008, the FASB issued accounting guidance on Equity Method Investment Accounting Considerations that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee’s issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. This guidance is effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The Partnership adopted the guidance for the interim quarterly period beginning April 1, 2009. The impact of adopting this guidance did not have a material impact on the Partnership’s financial condition or results of operations.

 

In April 2009, the FASB issued accounting guidance for Interim Disclosures about Fair Value of Financial Instruments. This requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements. This guidance became effective as of and for the interim period ended June 30, 2009 and had no impact on the Partnership’s financial condition or results of operations.

 

6
 

 

In May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Partnership for the quarter ended June 30, 2009. The adoption did not have a significant impact on the subsequent events that the Partnership reports, either through recognition or disclosure, in the financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance. This amendment was effective immediately and therefore the Partnership did not include the disclosure in this Form 10-K.

 

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

 

In June 2009, the Financial Accounting Standards Board (“FASB”) issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (VIEs). The amended guidance modified the consolidation model to one based on control and economics, and replaced quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs. This amendment was effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2010 did not have a material effect on the Partnership’s financial statements.

 

In May 2011, the FASB issued an update to existing guidance related to fair value measurements on how to measure fair value and what disclosures to provide about fair value measurements. For fair value measurements categorized as level 3, a reporting entity should disclose quantitative information of the unobservable inputs and assumptions, a description of the valuation processes and narrative description of the sensitivity of the fair value to changes in unobservable inputs. This update is effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not materially affect the Partnership’s financial statements.

 

In January 2014, the FASB issued an amendment to the accounting and disclosure requirements for investments in qualified affordable housing projects. The amendments provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received, and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments are effective for interim and annual periods beginning after December 31, 2014 and should be applied retrospectively to all periods presented. Early adoption is permitted. The adoption of this update is not expected to materially affect the Partnership’s financial statements.

 

7
 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risks

 

NOT APPLICABLE

 

Item 4. Controls and Procedures

 

(a) Disclosure controls and procedures
   
  As of the end of the periods covered by this report, the Partnership’s General Partner, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Associates, carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in Securities Exchange Act of 1934 Rule 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the 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 quarters ended June 30, 2011, September 30, 2011 and December 31, 2011 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

8
 

 

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. Mine Safety Disclosures
   
  NOT APPLICABLE
   
Item 5. Other Information
   
  NONE
   
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)
   
101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Balance Sheets at June 30, 2011, September 30, 2011 December 31, 2011, and March 31, 2011, (ii) the Condensed Statements of Operations for the three months ended June 30, 2011 and 2010, for the three and six months ended September 30, 2011 and 2010, and for the three and nine months ended December 31, 2011 and 2010 (iii) the Condensed Statements of Partners’ Equity (Deficit) for the three months ended June 30, 2011, for the six months ended September 30, 2011, and for the nine months ended December 31, 2011 (iv) the Condensed Statements of Cash Flows for the three months ended June 30, 2011 and 2010, for the six months ended September 30, 2011 and 2010, and for the nine months ended December 31, 2011 and 2010 and (v) the Notes to Condensed Financial Statements.
   
  Exhibits 32.1, 32.2 and 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.

 

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SIGNATURES

 

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 11  
     
By: WNC National Partners, LLC. General Partner  
     
By: /s/ Wilfred N. Cooper, Jr.  
  Wilfred N. Cooper, Jr.  
  President and Chief Executive Officer of WNC & Associates, Inc.
     
Date: November 7, 2014  
     
By: /s/ Melanie R. Wenk  
  Melanie R. Wenk  
  Senior Vice-President - Chief Financial Officer of WNC & Associates, Inc.
     
Date: November 7, 2014   

 

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