10-Q 1 n68q1202.txt QUARTERLY REPORT FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2002 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ___________ Commission file number: 333-76435-01 WNC HOUSING TAX CREDIT FUND VI, L.P., Series 8 California 33-0761517 (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 Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act). Yes _____ No X WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) INDEX TO FORM 10-Q For the Quarterly Period Ended December 31, 2002 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets December 31, 2002 and March 31, 2002...................................3 Statements of Operations For the three and nine months ended December 31, 2002 and 2001.........4 Statement of Partners' Equity (Deficit) For the nine months ended December 31, 2002............................5 Statements of Cash Flows For the nine months ended December 31, 2002 and 2001...................6 Notes to Financial Statements............................................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................13 Item 3. Quantitative and Qualitative Disclosures about Market Risk.....15 Item 4. Controls and Procedures........................................15 PART II. OTHER INFORMATION Item 1. Legal Proceedings..............................................15 Item 5. Other Information..............................................15 Item 6. Exhibits and Reports on Form 8-K...............................15 Signatures..............................................................16 Certifications..........................................................17 2 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) BALANCE SHEETS

See accompanying notes to financial statements 3 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) STATEMENTS OF OPERATIONS For the Three Months and Nine Months Ended December 31, 2002 and 2001 (unaudited)

See accompanying notes to financial statements 4 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) STATEMENT OF PARTNERS' EQUITY (DEFICIT) For the Nine Months Ended December 31, 2002 (unaudited)

See accompanying notes to financial statements 5 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) STATEMENTS OF CASH FLOWS For the Nine Months Ended December 31, 2002 and 2001 (unaudited)

See accompanying notes to financial statements 6 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS For the Quarterly Period Ended December 31, 2002 (unaudited) NOTE 1 - ORGANIZATION AND 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 and nine months ended December 31, 2002 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2003. 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, 2002. Organization WNC Housing Tax Credit Fund, VI, L.P., Series 8 (the "Partnership") was formed under the California Revised Limited Partnership Act on September 16, 1997 and commenced operations on November 17, 2000, the effective date of its public offering pursuant to the Securities and Exchange Commission's approval of the Partnership's Pre-Effective Amendment No. 5 to Form S-11 initially filed on July 16, 1999. The Partnership was formed to invest primarily in other limited partnerships or limited liability companies which will own and operate multifamily housing complexes that are eligible for low-income housing federal and, in certain cases, California income tax credits ("Low-income Housing Credit"). The Partnership shall continue in full force and effect until December 31, 2060 unless terminated prior to that date, pursuant to the partnership agreement or law. The general partner is WNC & Associates, Inc. ("WNC") (the "General Partner"), a California limited partnership. The chairman and president own substantially all of the outstanding stock of WNC. The business of the Partnership is conducted primarily through WNC, as the Partnership has no employees of its own. The partnership agreement authorized the sale of up to 25,000 units at $1,000 per Unit ("Units"). As of December 31, 2002, 9,814 Units, representing subscriptions in the amount of $9,807,585, net of dealer discounts of $6,370 and volume discounts of $45, had been accepted. The General Partner has 0.1% 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 99.9% 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 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. 7 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Period December 31, 2002 (unaudited) NOTE 1 - ORGANIZATION AND 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 Limited Partnerships The Partnership intends to account for its investments in limited partnerships using the equity method of accounting, whereby the Partnership will adjust 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 expected to be consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments will be capitalized as part of the investment and amortized over 30 years (Note 3). Offering Expenses Offering expenses consist of underwriting commissions, legal fees, printing, filing and recordation fees, and other costs incurred in connection with selling limited partnership interests in the Partnership. The General Partner is obligated to pay all offering and organization costs in excess of 4% (excluding sales commissions) of the total offering proceeds. Offering expenses are reflected as a reduction of limited partners' capital and amounted to $1,269,405 as of December 31, 2002 and March 31, 2002. 8 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Period December 31, 2002 (unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Cash and Cash Equivalents The Partnership considers all highly liquid investments with remaining maturities of three months or less when purchased to be cash equivalents. As of December 31, 2002, the Partnership had no cash equivalents. Concentration of Credit Risk At December 31, 2002, the Partnership maintained cash balances at certain financial institutions in excess of the federally insured maximum. Net Income Per Limited Partner Unit Net income per limited partner 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. Reporting Comprehensive Income The Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting Comprehensive Income established standards for the reporting and display of comprehensive income (loss) and its components in a full set of general-purpose financial statements. The Partnership had no items of other comprehensive income for all the periods presented, as defined by SFAS No. 130. New Accounting Pronouncements In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses accounting and financial reporting for the impairment or disposal of long-lived assets. SFAS 144 is effective for fiscal years beginning after December 15, 2001, and generally, is to be applied prospectively. SFAS 144 is not expected to have a material impact on the Partnership's financial position or results of operations. In September 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. SFAS 146 is not expected to have a material impact on the Partnership's financial position or results of operations. Reclassification. Certain prior period balances have been reclassified to conform to the presentation for the nine months ended December 31, 2002. 9 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Period December 31, 2002 (unaudited) NOTE 2 - LOANS RECEIVABLE Loans receivable represent amounts loaned by the Partnership to certain Local Limited Partnerships in which the Partnership may invest. These loans are generally applied against the first capital contribution due if the Partnership ultimately invests in such entities. 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. At March 31, 2002, loan receivable of $100,000 was due from one Local Limited Partnership which has been offset against capital contributions payable to that Local Limited Partnership as of December 31, 2002. NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS As of December 31, 2002, the Partnership has acquired limited partnership interests in six Local Limited Partnerships, each of which owns one Housing Complex consisting of an aggregate of 215 apartment units. As of December 31, 2002, construction or rehabilitation of the Housing Complexes has been completed. 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 99.98%, as specified in the Local Limited Partnership agreements, of the operating profits and losses, taxable income and losses and tax credits of the Local Limited Partnerships. Equity in losses of the Local Limited Partnerships is recognized in the financial statements until the related investment account is reduced to a zero balance. Losses incurred after the investment account is reduced to zero are not recognized. If the Local Limited Partnerships report net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of net losses not recognized during the period(s) the equity method was suspended. Distributions received by limited partners are accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as income. As of December 31, 2002, no investment accounts in Local Limited Partnerships had reached a zero balance. The following is a summary of the equity method activity of the investments in local limited partnerships as of:

10 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Period December 31, 2002 (unaudited) NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, CONTINUED Selected financial information for the nine months ended December 31, 2002 from the unaudited combined condensed financial statements of the limited partnerships in which the Partnership has invested are as follows:

NOTE 4 - RELATED PARTY TRANSACTIONS The Partnership has no officer, employees, or directors. However, under the terms of the Partnership Agreement the Partnership is obligated to the General Partner or its affiliates for the following fees: (a) Acquisition fees of 7% of the gross proceeds from the sale of Units as compensation for services rendered in connection with the acquisition of Local Limited Partnerships. As of December 31, 2002 and March 31, 2002, the Partnership incurred acquisition fees of $686,980. Accumulated amortization of these capitalized costs was $34,625 and $17,444 as of December 31, 2002 and March 31, 2002, respectively. (b) Acquisition costs of 2% of the gross proceeds from the sale of Units as full reimbursement of costs incurred by the General Partner in connection with the acquisition of Local Limited Partnerships. As of December 31, 2002 and March 31, 2002, the Partnership incurred acquisition costs of $196,280. Accumulated amortization of these capitalized costs was $10,070 and $5,159 as of December 31, 2002 and March 31, 2002, respectively. (c) 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 $17,613 and $5,690 were incurred during the nine months ended December 31, 2002 and 2001, respectively. 11 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarterly Period December 31, 2002 (unaudited) NOTE 4 - RELATED PARTY TRANSACTIONS, CONTINUED (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 return on investment (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. Accrued fees and expenses due to the General Partner and affiliates consisted of the following as of:

NOTE 5 - PAYABLES TO LIMITED PARTNERSHIPS Payables to limited partnerships amounting to $240,600 at December 31, 2002 and $753,283 at March 31, 2002 represent amounts, which are due at various times based on conditions specified in the respective limited partnership agreements. These contributions are payable in installments and are generally due upon the limited partnerships achieving certain development and operating benchmarks (generally within two years of the Partnership's initial investment). NOTE 6 - INCOME TAXES No provision for income taxes will be recorded in the financial statements, as any liability for income taxes is the obligation of the partners of the Partnership. 12 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, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other discussions elsewhere in this Form 10-Q contain forward-looking statements. Such statements are based on current expectations subject to uncertainties and other factors, which may involve known and unknown risks that could cause actual results of operations to differ materially from those projected or implied. Further, certain forward-looking statements are based upon assumptions about future events, which may not prove to be accurate. Risks and uncertainties inherent in forward-looking statements include, but are not limited to, our future cash flows and ability to obtain sufficient financing, level of operating expenses, conditions in the low-income housing tax credit property market and the economy in general, as well as legal proceedings. Historical results are not necessarily indicative of the operating results for any future period. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by cautionary statements in this Form 10-Q and in other reports we filed with the Securities and Exchange Commission. The following discussion should be read in conjunction with the condensed Financial Statements and the Notes thereto included elsewhere in this filing. The following discussion and analysis discusses the results of operations for the three and nine months ended December 31, 2002 and December 31, 2001, and should be read in conjunction with the condensed financial statements and accompanying notes included within this report. Financial Condition The Partnership's assets at December 31, 2002 consisted primarily of $702,000 in cash and aggregate investments in the six Local Limited Partnerships of $7,998,000. Liabilities at December 31, 2002 primarily consisted of $241,000 of notes payable to limited partnerships and $12,000 in accrued expenses and management fees due to the General Partner or affiliates. Results of Operations Three Months Ended December 31, 2002 Compared to Three Months Ended December 31, 2001. The Partnership's net loss for the three months ended December 31, 2002 was $(59,000) reflecting an increase of $(24,000) from the net loss of $(35,000) experienced for the three months ended December 31, 2001. The increase in net loss is primarily due to an increase of equity in losses from limited partnerships of $(3,000) from $(37,000) for the three months ended December 31, 2001 to $(40,000) for the three months ended December 31, 2002 along with a decrease in interest income of $17,000 for the three months ended December 31, 2002, and an increase in operating expenses of $4,000 for the three months ended December 31, 2002. Nine Months Ended December 31, 2002 Compared to Nine Months Ended December 31, 2001. The Partnership's net loss for the nine months ended December 31, 2002 was $(187,000) reflecting an increase of $(140,000) from the net loss of $(47,000) experienced for the nine months ended December 31, 2001. The increase in net loss is primarily due to an increase of equity in losses from limited partnerships of $(86,000) from $(53,000) for the nine months ended December 31, 2001 to $(139,000) for the nine months ended December 31, 2002 as properties became fully operational. Along with the equity in losses from limited partnerships, loss from operations increased by $(54,000) from $6,000 of income for the nine months ended December 31, 2001 to a $(48,000) loss for the nine months ended December 31, 2002. The change in income/(loss) from operations is due primarily to a decrease in interest income of $40,000 for the nine months ended December 31, 2002 and an increase in operating expenses of $15,000 due primarily to an increase in amortization expense and asset management fees as addditional Local Limited Partnerships commenced operations. 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued Cash Flows Year Ended December 31, 2002 Compared to Year Ended December 31, 2001. Net decrease in cash during the nine months ended December 31, 2002 was $(425,000), compared to a net decrease in cash for the nine months ended December 31, 2001 of $(555,000) reflecting a decrease of $130,000 The change in net cash used is due primarily to a $5,994,000 decrease in net cash provided by financing activities due to the completion of syndication process. The decrease in cash provided by financing activities was offset by the decrease of $6,173,000 of cash used in investing activities, due to the decrease in capital contributions to Local Limited Partnerships as their balances were paid down, and was offset by a change in cash used and provided by operating activities of $(49,000) to approximately $(23,000) used during the nine months ended December 31, 2002 compared to $26,000 provided for the nine months December 31, 2001. The Partnership expects its future cash flows, together with its net available assets at December 31, 2002, to be sufficient to meet all currently foreseeable future cash requirements. 14 Item 3. Quantitative and Qualitative Disclosures About Market Risk NOT APPLICABLE Item 4. Controls and Procedures Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a- 14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. Part II. OTHER INFORMATION Item 1. Legal Proceedings NONE Item 5. Other Information Wilfred N. Cooper, Jr. has assumed the role of Chief Executive Officer of WNC & Associates. Wilfred N. Cooper, Sr. who previously held the role of Chief Executive Officer remains the Chairman of The Board. Item 6. Exhibits and Reports on Form 8-K (a) Reports on Form 8-K. 1. NONE (b) Exhibits. 99.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 15 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 8 (Registrant) By: WNC & Associates, Inc., General Partner By: /s/ Wilfred N. Cooper, Jr. -------------------------------- Wilfred N. Cooper, Jr. President and Chief Operating Officer of WNC & Associates, Inc. Date: February 24, 2003 By: /s/ Thomas J. Riha ----------------------- Thomas J. Riha Vice President and Chief Financial Officer of WNC & Associates, Inc. Date: February 24, 2003 16 CERTIFICATIONS I, Wilfred N. Cooper, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of WNC Housing Tax Credit Fund VI, L.P. Series 8; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 24, 2003 /s/ Wilfred N. Cooper, Jr. --------------------------- President and Chief Executive Officer of WNC & Associates, Inc. 17 CERTIFICATIONS I, Thomas J. Riha, certify that: 1. I have reviewed this quarterly report on Form 10-Q of WNC Housing Tax Credit Fund VI, L.P. Series 8; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 24, 2003 /s/ Thomas J. Riha ------------------- Vice-President and Chief Financial Officer of WNC & Associates, Inc. 18

WNC HOUSING TAX CREDIT FUND VI LP SERIES 8 10-Q