WNC HOUSING TAX CREDIT FUND VI LP SERIES 6
10-Q, 2000-12-14
OPERATORS OF APARTMENT BUILDINGS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                  For the quarterly period ended June 30, 2000

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-26869


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


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


                         3158 Redhill Avenue, Suite 120
                              Costa Mesa, CA 92626
                    (Address of principal executive offices)

                                 (714) 662-5565
                               (Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes   No  X

<PAGE>


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

                               INDEX TO FORM 10-Q

                       For the Quarter Ended June 30, 2000





PART I. FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Balance Sheets,
                         June 30, 2000 and March 31, 2000                      3

                  Statement of Operations
                         For the Three months ended June 30, 2000 and 1999     4

                  Statement of Partners' Equity (Deficit)
                         For the Three months ended June 30, 2000              5

                  Statement of Cash Flows
                         For the Three months ended June 30, 2000 and 1999     6

                  Notes to Financial Statements                                8

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations               14

         Item 3.  Quantitative and Qualitative Disclosures About Market Risks 15


PART II. OTHER INFORMATION

         Item 1  Legal Proceedings                                            15

         Item 6.  Exhibits and Reports on Form 8-K                            15

         Signatures                                                           16


                                       2
<PAGE>

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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                      June 30, 2000                March 31, 2000
                                                                   -------------------          --------------------
                                                                      (unaudited)
<S>                                                             <C>                          <C>

ASSETS

Cash and cash equivalents                                        $          3,702,273         $           4,501,538
Investment in limited
   partnerships, net (Note 3)                                              13,725,420                    13,829,634
Loans receivable (Note 2)                                                     204,878                       154,878
Other assets                                                                   38,328                        31,378
                                                                   -------------------          --------------------

                                                                 $         17,670,899         $          18,517,428
                                                                   ===================          ====================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Payables to limited partnerships (Note 5)                        $            476,844         $           1,252,287
Accrued fees and expenses due to
   General Partner and affiliates (Note 4)                                     20,835                        35,171
                                                                   -------------------          --------------------

     Total liabilities                                                        497,679                     1,287,458
                                                                   -------------------          --------------------
Partners' equity (deficit):
  General partner                                                            (32,746)                      (32,128)
  Limited partners (25,000 units authorized,
   20,500 units issued and outstanding)                                    17,205,966                    17,262,098
                                                                   -------------------          --------------------

Total partners' equity                                                     17,173,220                    17,229,970
                                                                   -------------------          --------------------

                                                                 $         17,670,899         $          18,517,428
                                                                   ===================          ====================


</TABLE>
                 See accompanying notes to financial statements

                                       3

<PAGE>


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

                             STATEMENT OF OPERATIONS

                For the Three Months Ended June 30, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                2000                       1999
                                                                        ----------------------      --------------------
<S>                                                                  <C>                         <C>

Interest income                                                       $              62,122       $              42,019
                                                                        ----------------------      --------------------

Operating expenses:
   Amortization (Note 3)                                                             12,887                       7,102
   Asset management fees (Note 4)                                                    13,454                       8,644
   Other                                                                              8,854                       3,596
                                                                                                    --------------------
                                                                        ----------------------

      Total operating expenses                                                       35,195                      19,342
                                                                        ----------------------      --------------------

Income from operations                                                               26,927                      22,677
                                                                        ----------------------      --------------------

Equity in income (losses) of limited partnerships (Note 3)                           (88,327)                    12,668
                                                                        ----------------------      --------------------

Net income (loss)                                                     $              (61,400)     $              35,345
                                                                        ======================      ====================

Net income (loss) allocated to:
   General partner                                                    $                 (614)     $                 353
                                                                        ======================      ====================

   Limited partners                                                   $              (60,786)     $              34,992
                                                                        ======================      ====================

Net income (Loss) per weighted limited partner units                  $                   (3)     $                   2
                                                                        ======================      ====================

Outstanding weighted limited partner units                                             20,500                    15,792
                                                                        ======================      ====================
</TABLE>


                 See accompanying notes to financial statements

                                       4

<PAGE>



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

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                    For the Three Months Ended June 30, 2000
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                 General           Limited
                                                 Partner          Partners            Total
                                                -----------    ----------------   --------------
<S>                                          <C>            <C>                <C>

Partners' equity (deficit), March 31, 2000    $   (32,128)   $      17,262,098  $    17,229,970

Collection of notes receivable                           -               5,000            5,000

Offering expenses                                      (4)               (346)            (350)

Net loss                                             (614)            (60,786)         (61,400)
                                                -----------    ----------------   --------------

Partners' equity (deficit), June 30, 2000     $   (32,746)   $      17,205,966 $     17,173,220
                                                ===========    ================   ==============


</TABLE>



                 See accompanying notes to financial statements

                                       5

<PAGE>


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

                             STATEMENT OF CASH FLOWS

                For the Three Months Ended June 30, 2000 and 1999
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                         2000                            1999
                                                                 ---------------------            -------------------
<S>                                                           <C>                             <C>

Cash flows from operating activities:
  Net income (loss)                                            $             (61,400)          $             35,345
    Adjustments to reconcile net income (loss) to
net
      cash provided by operating activities:
        Amortization                                                          12,887                          7,102
        Equity in losses (income) of limited partnerships                     88,327                        (12,668)
        Change in accrued asset management fees                               13,454                          8,644
        Change in other assets                                                (6,950)                        (2,648)
        Change in accrued fees and expenses due to
          General Partner and affiliates                                      (6,460)                         2,168
                                                                                                  -------------------
                                                                 ---------------------

             Net cash provided by operating activities                        39,858                          37,943
                                                                 ---------------------            -------------------

Cash flows from investing activities:
   Investment in limited partners                                           (775,443)                      (216,973)
   Distributions from limited partnerships                                     3,000                               -
   Loans receivable                                                          (50,000)                    (1,040,242)
   Capitalized acquisition fees and costs                                    (19,055)                      (695,608)
                                                                                                  -------------------
                                                                 ---------------------

             Net cash used in investing activities                          (841,498)                    (1,952,823)
                                                                 ---------------------            -------------------

Cash flows from financing activities:
   Sale of limited partner units, net of discounts                                 -                      7,660,060
   Subscriptions receivable                                                        -                        888,375
   Notes receivable                                                            5,000                               -
   Offering expenses                                                          (2,625)                    (1,211,309)
                                                                                                  -------------------
                                                                 ---------------------

             Net cash provided by financing activities                         2,375                      7,337,126
                                                                 ---------------------            -------------------

Net increase (decrease) in cash and cash equivalents                       (799,265)                      5,422,246
Cash and cash equivalents, beginning of period                             4,501,538                      2,690,665
                                                                 ---------------------            -------------------

Cash and cash equivalent, end of period                        $           3,702,273           $          8,112,911
                                                                 =====================            ===================
</TABLE>



                 See accompanying notes to financial statements

                                       6

<PAGE>


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

                       STATEMENT OF CASH FLOWS - CONTINUED

                    For the Three Months Ended June 30, 2000
                                   (Unaudited)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>


                                                                         2000                            1999
                                                                 ---------------------            -------------------
<S>                                                           <C>                              <C>

      Taxes paid                                               $                  800           $                800
                                                                  ====================             ==================

</TABLE>


                 See accompanying notes to financial statements

                                       7

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2000
                                   (Unaudited)


NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying condensed consolidated unaudited financial statements have been
prepared in accordance with generally accepted accounting principles 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 generally accepted accounting  principles 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, 2000 are not  necessarily
indicative  of the results that may be expected for the fiscal year ending March
31,  2001.  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, 2000.

Organization

WNC Housing Tax Credit Fund VI, L.P., Series 6 (the "Partnership") was formed on
March  3,  1997  under  the  laws of the  State  of  California,  and  commenced
operations on August 20, 1998.  Prior to August 20, 1998,  the  Partnership  was
considered a development-stage  enterprise. The Partnership was formed to invest
primarily in other limited partnerships ("the Local Limited Partnerships") which
own and operate  multi-family  housing complexes (the "Housing  Complexes") that
are eligible for low income housing tax credits. The local general partners (the
"Local   General   Partners")   of  each  Local   Limited   Partnership   retain
responsibility for developing, constructing, maintaining, operating and managing
the Housing Complex.

The general partner is WNC & Associates,  Inc. ("WNC" or the "General Partner").
Wilfred N. Cooper,  Sr., through the Cooper  Revocable Trust,  owns 66.8% of the
outstanding stock of WNC. John B. Lester, Jr. is the original limited partner of
the  Partnership  and  owns,  through  the  Lester  Family  Trust,  28.6% of the
outstanding stock of WNC. Wilfred N. Cooper,  Jr. president of WNC & Associates,
Inc. owns 2.1% of the outstanding stock of WNC.

The  Partnership  agreement  authorized the sale of up to 25,000 units at $1,000
per Unit  ("Units").  As of June 30,  2000 and March  31,  2000,  20,500  units,
representing  subscriptions  in the amount of  $20,456,595,  net of discounts of
$27,305 for volume  purchases and dealer discounts of $16,100 had been accepted.
The General Partner has a 1% interest in operating  profits and losses,  taxable
income and losses,  cash available for distribution from the Partnership and tax
credits of the Partnership. The limited partners will be allocated the remaining
99% of these items in proportion to their respective investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 4) 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.


                                       8

<PAGE>

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

                   NOTES TO FINANCIAL STATEMENTS - CONTINIUED

                                  June 30, 2000
                                   (Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risks and Uncertainties

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multi-unit  residential  real estate.  Some of these
risks  are that the low  income  housing  credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be 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 Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations.  The Housing Complexes are or will be subject
to  mortgage  indebtedness.  If a Local  Limited  Partnership  does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex  and low  income  housing  credits.  As a limited  partner  of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local  Limited  Partnerships,  and will rely totally on the
Local General  Partners of the Local Limited  Partnerships for management of the
Local Limited Partnerships.  The value of the Partnership's  investments will be
subject  to  changes  in  national  and  local  economic  conditions,  including
unemployment  conditions,  which could adversely  impact vacancy levels,  rental
payment  defaults and operating  expenses.  This, in turn,  could  substantially
increase  the  risk of  operating  losses  for  the  Housing  Complexes  and the
Partnership.  In addition,  each Local Limited  Partnership  is subject to risks
relating  to  environmental   hazards  and  natural  disasters  which  might  be
uninsurable. Because the Partnership's operations will depend on these and other
factors  beyond  the  control  of the  General  Partner  and the  Local  General
Partners,  there can be no assurance  that the  anticipated  low income  housing
credits will be available to Limited Partners.

In addition,  Limited  Partners are subject to risks in that the rules governing
the low income  housing  credit are  complicated,  and the use of credits can be
limited.  The only  material  benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop.  All management decisions will
be made by the General Partner.

Method of Accounting For Investments in Local Limited Partnerships

The Partnership  accounts for its investments in Limited  Partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships  are  consistent  with  the  Partnership.  Costs  incurred  by  the
Partnership  in  acquiring  the  investments  are  capitalized  as  part  of the
investment and amortized over 15 years (see Note 3).

Offering Expenses

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees,  and other  costs  incurred  with the  selling of
limited  partnership  interests  in the  Partnership.  The  General  Partner  is
obligated  to pay all  offering  and  organization  costs  in  excess  of  14.5%
(including sales commissions) of the total offering proceeds.  Offering expenses
are  reflected  as a reduction  of limited  partners'  capital  and  amounted to
$2,817,762 and $2,817,412 as of June 30, 2000 and March 31, 2000, respectively.

                                       9


<PAGE>

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

                   NOTES TO FINANCIAL STATEMENTS - CONTINIUED

                                  June 30, 2000
                                   (Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
June 30 and March 31, 2000 the  Partnership  had cash  equivalents of $3,307,535
and $3,260,626, respectively.

Net Income Per Limited Partner Unit

Net income per limited  partnership unit is calculated  pursuant to Statement of
Financial  Accounting Standards No. 128, Earnings Per Share. Net income per unit
includes no dilution  and is computed by dividing  income  available  to limited
partners by the weighted average number of units outstanding  during the period.
Calculation of diluted net income per unit is not required.

Concentration of Credit Risk

At June 30, 2000 and March 31, 2000, the Partnership maintained cash balances at
a certain financial institution in excess of the federally insured maximum.

Reporting Comprehensive Income

In June 1997,  the FASB  issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, Reporting  Comprehensive  Income.  This statement  establishes
standards for reporting the components of comprehensive income and requires that
all items that are  required to be  recognized  under  accounting  standards  as
components of comprehensive  income be included in a financial statement that is
displayed with the same prominence as other financial statements.  Comprehensive
income  includes net income as well as certain items that are reported  directly
within a separate  component  of  Partners'  equity and bypass net  income.  The
Partnership  adopted the  provisions of this  statement in 1998. For the periods
presented,  the Partnership has no elements of other  comprehensive  income,  as
defined by SFAS No. 130.

NOTE 2 - LOANS RECEIVABLE

Loans receivable  represent amounts loaned by the Partnership to two prospective
Local Limited  Partnerships in which the  Partnership had planned to invest.  In
the event that the Partnership  does not invest in such entities,  the loans are
to be repaid with  interest at a rate which is equal to the rate  charged to the
holder (8.5% at June 30,  2000).  Subsequent to June 30, 2000,  the  Partnership
decided  not to  invest  in these two  Local  Limted  Partnerships  and plans on
collecting the full amount of the outstanding loans receivable.


                                       10

<PAGE>

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

                   NOTES TO FINANCIAL STATEMENTS - CONTINIUED

                                  June 30, 2000
                                   (Unaudited)

NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS

As of June 30, 2000 and March 31, 2000,  the  Partnership  had acquired  Limited
Partnership interests in twelve Local Limited Partnerships,  respectively,  each
of which owns one  Housing  Complex,  except for one Local  Limited  Partnership
which owns three Housing Complexes,  consisting of an aggregate of 514 apartment
units.  Subsequent to June 30, 2000, the Partnership acquired an interest in one
additional Local Limited Partnership  committing itself to capital  contribution
payments totaling  $2,195,028 and is in negotiations to acquire interests in two
additional  Local Limited  Partnerships.  As of June 30, 2000,  construction  or
rehabilitation  of two of the  Housing  Complexes  was  still  in  process.  The
respective general partners of the Local Limited  Partnerships manage the day to
day operations of the entities.  Significant Local Limited Partnership  business
decisions require approval from the Partnership.  The Partnership,  as a limited
partner,  is generally  entitled to 99.9%,  as  specified  in the Local  Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships.

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented below:
<TABLE>
<CAPTION>

                                                                   For the Three Months          For the Year Ended
                                                                          Ended                    March 31, 2000
                                                                      June 30, 2000
                                                                  -----------------------       ---------------------
      <S>                                                      <C>                           <C>

       Investment per balance sheet, beginning of period        $            13,829,634       $           7,748,624
       Capital contribution paid, net                                                 -                   5,211,780
       Capital contribution to be paid                                                 -                    805,242
       Equity in losses of limited partnerships                                 (88,327)                   (520,281)
       Tax credit adjustments                                                         -                     (74,861)
       Capitalized acquisition fees and costs                                         -                     704,746
       Distributions received                                                    (3,000)                          -
       Amortization of paid acquisition fees and costs                          (12,887)                    (45,616)
                                                                  -----------------------       ---------------------

       Investment per balance sheet, end of period              $            13,725,420       $          13,829,634
                                                                  =======================       =====================
</TABLE>


                                       11

<PAGE>

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

                   NOTES TO FINANCIAL STATEMENTS - CONTINIUED

                                  June 30, 2000
                                   (Unaudited)

NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS, continued

Selected  financial  information  for the three  months  ended  June 30 from the
unaudited combined financial statements of the limited partnerships in which the
Partnership has invested as follows:

<TABLE>
<CAPTION>

                                                                           2000                         1999
                                                                  -----------------------       ---------------------
      <S>                                                      <C>                           <C>

       Total revenue                                            $                536,000      $              146,000
                                                                  -----------------------       ---------------------

       Interest expense                                                          124,000                      24,000
       Depreciation                                                              246,000                      29,000
       Operating expenses                                                        266,000                      80,000
                                                                  -----------------------       ---------------------
       Total expenses                                                            636,000                     133,000
                                                                  -----------------------       ---------------------

       Net income (loss)                                        $              (100,000)      $               13,000
                                                                  =======================       =====================

       Net loss allocable to the Partnership                    $               (88,000)      $               13,000
                                                                  =======================       =====================

       Net loss recorded by the Partnership                     $               (88,000)      $               13,000
                                                                  =======================       =====================
</TABLE>





NOTE 4 - RELATED PARTY TRANSACTIONS

Under the terms of the  Partnership  Agreement,  the  Partnership has paid or is
obligated to the General Partner or its affiliates for the following items:

(a)  An annual asset  management  fee not to exceed 0.2% of the Invested  Assets
     (defined as the Partnership's  capital  contributions  plus reserves of the
     Partnership of up to 5% of gross proceeds plus its allocable  percentage of
     the mortgage debt  encumbering the Housing  Complexes) of the Local Limited
     Partnerships.  Management  fees of $13,454 and $8,644 were incurred  during
     the three  months ended June 30, 2000 and 1999,  respectively,  of which $0
     was paid during each of the three months ended June 30, 2000 and 1999.

(b)  A subordinated  disposition fee in an amount equal to 1% of the sales price
     of real estate  sold.  Payment of this fee is  subordinated  to the limited
     partners  receiving a preferred return of 12% through December 31, 2008 and
     6% thereafter (as defined in the Partnership Agreement) and is payable only
     if the  General  Partner or its  affiliates  render  services  in the sales
     effort. No disposition fees have been paid.

                                       12

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

                   NOTES TO FINANCIAL STATEMENTS - CONTINIUED

                                  June 30, 2000
                                   (Unaudited)


NOTE 4 - RELATED PARTY TRANSACTIONS, continued

The  "accrued  fees and  expenses  due to the General  Partner  and  affiliates"
presented on the balance sheets consists of the following:
<TABLE>
<CAPTION>


                                                                      June 30, 2000             March 31, 2000
                                                                   ---------------------     ---------------------
<S>                                                             <C>                       <C>

Acquisition fees                                                 $                   -     $               19,054
Asset management fee payable                                                    24,000                     10,546
Commissions payable to affiliate                                                     -                      2,275
Reimbursement for expenses paid by the General partner or                       (3,165)                     3,296
  an affiliate
                                                                   ---------------------     ---------------------

                                                                 $              20,835     $               35,171
                                                                   =====================     =====================
</TABLE>

NOTE 5 - PAYABLES TO LIMITED PARTNERSHIPS

Payables  to limited  partnerships  represent  amounts  which are due at various
times based on conditions specified in the limited partnership agreements. These
contributions  are payable in  installments  and are due upon the Local  Limited
Partnerships  achieving certain operating and development  benchmarks (generally
within two years of the Partnership's initial investment).

NOTE 6 - INCOME TAXES

No provision  for income taxes has been recorded in the  accompanying  financial
statements as any  liability for income taxes is the  obligation of the partners
of the Partnership.


                                       13
<PAGE>


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

This  Quarterly  Report  contains  forward-looking   statements  concerning  the
Partnership's anticipated future revenues and earnings,  adequacy of future cash
flow and related matters. These forward-looking  statements include, but are not
limited to, statements containing the words "expect",  "believe", "will", "may",
"should", "project", "estimate", and like expressions, and the negative thereof.
These statements are subject to risks and uncertainties  that could cause actual
results to differ materially from the statements, including competition, as well
as those  risks  described  in the  Partnership's  SEC  reports,  including  the
Partnership's  Form 10-K filed  pursuant to the  Securities  and Exchange Act of
1934 on September 25, 2000.

The following discussion and analysis compares the results of operations for the
three  months  ended June 30, 2000 and 1999,  and should be read in  conjunction
with the condensed  consolidated  financial  statements and  accompanying  notes
included within this report.

Financial Condition

The Partnership's  assets at June 30, 2000 consisted  primarily of $3,702,000 in
cash and  cash  equivalents,  aggregate  investments  in  twelve  Local  Limited
Partnerships  of $13,725,000,  and deposits on two  prospective  acquisitions of
$205,000,  both of which were rejected subsequent to June 30, 2000.  Liabilities
at June 30, 2000 primarily consisted of $477,000 of capital contributions due to
Local Limited Partnerships,  and $21,000 of accrued fees and advances due to the
General Partner and affiliates.

Results of Operations

Three Months  Ended June 30, 2000  Compared to Three Months Ended June 30, 1999.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2000 was
$(61,000),  reflecting  a change  of  $96,000  from the net  income  of  $35,000
experienced  for the three months ended June 30, 1999.  The increase in net loss
was primarily  due to equity in income  (losses) of limited  partnerships  which
changed by $101,000 to  $(88,000)  for the three months ended June 30, 2000 from
$13,000 for the three months ended June 30, 1999. In addition to the increase in
equity  in losses of  limited  partnerships,  operating  expenses  increased  by
$16,000 to $35,000 for the three months ended June 30, 2000 from $19,000 for the
three months  ended June 30,  1999,  which was offset by an increase in interest
income of $20,000  to  $62,000  for the three  months  ended June 30,  2000 from
$42,000 for the three months ended June 30, 1999.

Cash Flows

Three Months  Ended June 30, 2000  Compared to Three Months Ended June 30, 1999.
Net decrease in cash during the three months ended June 30, 2000 was $(799,000),
compared to a net  increase in cash for the three  months ended June 30, 1999 of
$5,422,000. The change was due primarily to a decrease in cash received from the
sale of  limited  partner  units of  $7,660,000,  a  decrease  in  subscriptions
received  of  $888,000,  an  increase  in cash paid for  investments  in limited
partnerships  of  $558,000,  which  was  offset by a  decrease  in cash paid for
offering   expenses  of  $1,208,000,   a  decrease  in  loans  paid  to  limited
partnerships  of  $990,000,  a decrease  in  acquisition  fees and costs paid of
$677,000,  an increase in  distributions  received from limited  partnership  of
$3,000, an increase in collections of notes receivable of $5,000 and an increase
in cash provided by operating activities of $2,000.

The Partnership  expects its future cash flows,  together with its net available
assets at June 30, 2000, to be sufficient to meet all future cash requirements.

                                       14

<PAGE>

Item 3: Quantitative and Qualitative Disclosures Above Market Risks

         NOT APPLICABLE

Part II.  Other Information

Item 1.  Legal Proceedings

         NONE

Item 6.  Exhibits and Reports on Form 8-K

         NONE


                                       15

<PAGE>

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

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

By:   WNC & Associates, Inc.        General Partner of the Registrant



By:  /s/ Wilfred N. Cooper, Jr.
Wilfred N. Cooper, Jr., President - Chief Operating Officer of
                                    WNC & Associates, Inc.

Date: December 14, 2000



By:  /s/ Michael L. Dickenson
Michael L. Dickenson, Vice President - Chief Financial Officer of
                                       WNC & Associates, Inc.

Date: December 14, 2000



                                       16



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