10-Q 1 n68q1203.txt NAT 6-8 FORM 10-Q 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 December 31, 2003 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.) 17782 Sky Park Circle Irvine, CA 92614-6404 (Address of principal executive offices) (714) 662-5565 (Telephone number) 3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626 (Former name, former address and former fiscal year, if changed since last report) 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 Quarter Ended December 31, 2003 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets December 31, 2003 and March 31, 2003...................................3 Statements of Operations For the Three and Nine Months ended December 31, 2003 and 2002.........4 Statement of Partners' Equity (Deficit) For the Nine Months ended December 31, 2003............................5 Statements of Cash Flows For the Nine Months ended December 31, 2003 and 2002...................6 Notes to Financial Statements............................................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................15 Item 3. Quantitative and Qualitative Disclosures about Market Risk.....17 Item 4. Controls and Procedures........................................17 PART II. OTHER INFORMATION Item 1. Legal Proceedings..............................................17 Item 6. Exhibits and Reports on Form 8-K...............................17 Signatures..............................................................18 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) BALANCE SHEETS

~~June~~< 30December 31, 2003 March 31, 2003 ----------------- -------------- ASSETS (unaudited) ~~ASSETS~~ Cash and cash equivalents $ ~~661~~627,~~268~~369 $ 663,747 Investments in limited partnerships (Notes 2 and 3) 7,~~712~~548,~~151~~560 7,786,112 ---------------------- ---------------------- Total Assets $ 8,~~373~~175,~~419~~929 $ 8,449,859 ====================== ====================== LIABILITIES AND PARTNERS' EQUITY (DEFICIT) Liabilities: Payables to limited partnerships (Note 4) $ 197,347 $ 197,347 Accrued fees and expenses due to General Partner and affiliates (Note 3) 2612,~~409~~668 21,606 ---------------------- ---------------------- Total Liabilities ~~223~~210,~~756~~015 218,953 ---------------------- ---------------------- Commitment and contingencies Partners' Equity (Deficit) General partner (~~854~~1,038) (773) Limited partners (25,000 units authorized and 9,814 units issued and outstanding at ~~June~~December 3031, 2003 and March 31, 2003) 87,~~150~~966,~~517~~952 8,231,679 ---------------------- ---------------------- Total Partners' Equity 87,~~149~~965,~~663~~914 8,230,906 ---------------------- ---------------------- Total liabilities and partners' equity $ 8,~~373~~175,~~419~~929 $ 8,449,859 ====================== ======================

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 and Nine Months Ended December 31, 2003 and 2002 (unaudited)

2003 2003 2002 2002 ------------------- ------------------ ----------------- ---------------- Three Months Nine Months Three Months Nine Months ------------------- ------------------ ----------------- ---------------- Interest ~~Income~~income $ 1,~~238~~207 $ 53,~~033~~674 $ 2,064 $ 11,355 ------------------- ------------------ ----------------- ---------------- Operating expenses: Amortization (Note 2) 7,613 22,839 7,~~502~~613 22,839 Asset ~~Management~~management fees (Note 3) 5,871 17,613 5,871 17,613 Legal and accounting ~~fees~~1,670 315,~~570~~674 36,~~675~~182 14,582 Other 1,~~233~~378 26,~~634~~481 1,203 4,641 ------------------- ------------------ ----------------- ---------------- Total operating expenses 1816,~~287~~532 1962,~~682~~607 20,869 59,675 ------------------- ------------------ ----------------- ---------------- Loss from operations (1715,~~049~~325) (1458,~~649~~933) (18,805) (48,320) Equity in (losses) ~~income~~ of limited partnerships (64Note 2) (77,~~194~~672) 15(206,~~711~~059) (40,453) (138,907) ------------------- ------------------ ----------------- ---------------- Net ~~income~~loss $ (~~loss~~92,997) $ (81264,~~243~~992) $ 1(59,~~062~~258) $ (187,227) =================== ================== ================= ================ Net ~~income (~~loss) allocated to : General ~~Partner~~partner $ (8193) $ 1(265) $ (59) $ (187) =================== ================== ================= ================ Limited ~~Partners~~partners $ (8192,~~162~~904) $ 1(264,~~061~~727) $ (59,199) $ (187,040) =================== ================== ================= ================ Net loss per limited partner unit $ (8.9) $ (27) $ (~~.11~~6) $ (19) =================== ================== ================= ================ Outstanding weighted limited partner units 9,814 9,814 9,814 9,814 =================== ================== ================= ================

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, 2003 (unaudited)

General Partner Limited Partners Total --------------- ---------------- -------------------- Partners' equity (deficit), March 31, 2003 $ (773) $ 8,231,679 $ 8,230,906 Net loss (81265) (81264,~~162~~727) (81264,~~243~~992) -------------------- -------------------- -------------------- Partners' equity (deficit), ~~June~~December 3031, 2003 $ (~~854~~1,038) $ 87,~~150~~966,~~517~~952 $ 87,~~149~~965,~~663~~914 ==================== ==================== ====================

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, 2003 and 2002 (unaudited)

2003 2002 ------------------- --------------------- Cash flows from operating activities: Net ~~income (~~loss) $ (81264,~~243~~992) $ 1(187,~~062~~227) Adjustments to reconcile net ~~income~~loss to net cash ~~provided~~used byin operating activities: Equity in losses ~~(income)~~ of limited partnerships 64206,~~194~~059 ~~(15~~138,~~711)~~907 Amortization 722,~~613~~839 722,~~502~~839 Accrued fees and expenses due to General Partner and affiliates 4(8,~~803~~938) 32,~~214~~457 ------------------- --------------------- Net cash used in operating activities (445,~~633~~032) (323,~~933~~024) ------------------- --------------------- Cash flows from investing activities: ~~Notes~~Investments ~~payable~~in to limited partnerships, net - (~~116~~405,~~500~~443) Distributions from limited partnerships 28,~~154~~654 -6,000 ------------------- --------------------- Net cash provided by (used in) investing activities 28,~~154~~654 (~~116~~399,~~500~~443) ------------------- --------------------- Cash flows from financing activities: Financing fee payable - (2,960) ------------------- --------------------- Net ~~cash used in financing activities - (2,960) ------------------- --------------------- Net~~ change in cash and cash equivalents (236,~~479~~378) (~~123~~425,~~393~~427) Cash and cash equivalents, beginning of period 663,747 1,127,639 ------------------- --------------------- Cash and cash equivalents, end of period $ ~~661~~627,~~268~~369 $ 1702,~~004,246~~212 =================== ===================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Taxes paid $ - $ 800 =================== =====================

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 Quarter Ended December 31, 2003 (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, 2003 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2004. 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, 2003. 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 March 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 Quarter Ended December 31, 2003 (unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued ------------------------------------------------------------------------------- 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 Credit rules are extremely complicated. Noncompliance with these rules results in the loss of future Low-Income Housing Credits and the fractional recapture of Low-Income Housing Credits already taken. In most cases the annual amount of Low-Income Housing 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 profit. Accordingly, the Partnership may be unable to distribute any cash to its investors. Low-Income Housing Credits may be the only benefit from an investment in the Partnership. The Partnership has invested in a limited number of Local Limited Partnerships. Such limited diversity means that the results of operation of each single Housing Complex will have a greater impact on the Partnership. With limited diversity, poor performance of one Housing Complex could impair the Partnership's ability to satisfy its investment objectives. Each Housing Complex is subject to mortgage indebtedness. If a Local Limited Partnership failed to pay its mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were to occur during the first 15 years, the loss of any remaining Low-Income Housing Credits, a fractional recapture of prior Low-Income Housing Credits, and a loss of the Partnership's investment in the Housing Complex would occur. The Partnership is a limited partner or non-managing member of each Local Limited Partnership. Accordingly, the Partnership will have very limited rights with respect to management of the Local Limited Partnerships. The Partnership will rely totally on the Local General Partners. Neither the Partnership's investments in Local Limited Partnerships, nor the Local Limited Partnerships' investments in Housing Complexes, are readily marketable. To the extent the Housing Complexes receive government financing or operating subsidies, they may be subject to one or more of the following risks: difficulties in obtaining tenants for the Housing Complexes; difficulties in obtaining rent increases; limitations on cash distributions; limitations on sales or refinancing of Housing Complexes; limitations on transfers of interests in Local Limited Partnerships; limitations on removal of Local General Partners; limitations on subsidy programs; and possible changes in applicable regulations. Uninsured casualties could result in loss of property and Low-Income Housing Credits and recapture of Low-Income Housing Credits previously taken. The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others. The ability of Limited Partners to claim tax losses from the Partnership is limited. The IRS may audit the Partnership or a Local Limited Partnership and challenge the tax treatment of tax items. The amount of Low-Income Housing Credits and tax losses allocable to the investors 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 Units exists or is expected to develop. Investors may be unable to sell their Units except at a discount and should consider their Units to be a long-term investment. Individual investors will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners. 8 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarter Ended December 31, 2003 (unaudited) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED ------------------------------------------------------------------------------- Exit Strategy ------------- The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion. WNC was one of the first in the industry to offer investments using the tax credit. Now these very first programs are completing their compliance period. With that in mind, the Partnership is continuing to review the Partnership's holdings, with special emphasis on the more mature properties including those that have satisfied the IRS compliance requirements. The Partnership's review will consider many factors including extended use requirements on the property (such as those due to mortgage restrictions or state compliance agreements), the condition of the property, and the tax consequences to the investors from the sale of the property. Upon identifying those properties with the highest potential for a successful sale, refinancing or syndication, the Partnership expects to proceed with efforts to liquidate those properties. The Partnership's objective is to maximize the investors' return wherever possible and, ultimately, to wind down those funds that no longer provide tax benefits to investors. To date no properties in the Partnership have been selected. Method of Accounting for Investments in 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 Partnerships' results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. Recoverability of such investment is measured by a comparison of the carrying amount to future undiscounted net cash flows expected to be generated. If an investment is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the investment exceeds fair value. The accounting policies of the Local Limited Partnership's are generally consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments are capitalized as part of the investment account and are being amortized over 30 years (Notes 2 and 3). Equity in income and equity in losses of limited partnerships for the periods ended December 31, 2003 and 2002 have been recorded by the Partnership based on nine months of results estimated by management of the Partnership. Management's estimate for the nine-month period is based on either actual unaudited results reported by the Local Limited Partnerships or historical trends in the operations of the Local Limited Partnerships. Equity in losses from the Local Limited Partnerships allocated to the Partnership will not be recognized to the extent that the investment balance would be adjusted below zero. As soon as the investment balance reaches zero, amortization of the related costs of acquiring the investment are accelerated to the extent of losses available (see Note 2). 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, 2003 and March 31, 2003. 9 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarter Ended December 31, 2003 (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, 2003, the Partnership had no cash equivalents. Concentration of Credit Risk ---------------------------- At December 31, 2003, 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 June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations", which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred with the associated asset retirement costs being capitalized as a part of the carrying amount of the long-lived asset. SFAS No. 143 also includes disclosure requirements that provide a description of asset retirement obligations and reconciliation of changes in the components of those obligations. The statement is effective for fiscal years beginning after June 15, 2002. The adoption of SFAS No. 143 did not have a material impact on the Partnerhip's financial position or results of operations. In August 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of Long-Lived Assets," which addresses accounting and financial reporting for the impairment or disposal of long-lived assets. This standard was effective for the Partnership's financial statements beginning January 1, 2002. The implementation of SFAS No. 144 did not have a material impact on the Partnership's financial position or results of operations. 10 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarter Ended December 31, 2003 (unaudited) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED -------------------------------------------------------------- New Accounting Pronouncements, continued ---------------------------------------- In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinded three previously issued statements and amended SFAS No. 13, "Accounting for Leases." The statement provides reporting standards for debt extinguishments and provides accounting standards for certain lease modifications that have economic effects similar to sale-leaseback transactions. The statement is effective for certain lease transactions occurring after May 15, 2002 and all other provisions of the statement shall be effective for financial statements issued on or after May 15, 2002. The implementation of SFAS No. 145 did not have a material impact on the Partnership's financial position or results of operations. In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which updates accounting and reporting standards for personnel and operational restructurings. The Partnership adopted SFAS No. 146 for exit, disposal or other restructuring activities initiated after December 31, 2002. The adoption of SFAS No. 146 did not have a material effect on the Partnership's financial position or results of operations. In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." The adoption of FIN 45 did not have a material impact on the Partnership's finacial position or results of operations. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment to SFAS No. 123." SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method on accounting for stock-based employee compensation. The adoption of SFAS No. 148 did not have a material impact on the Partnership's financial position or results of operations. In January 2003, the FASB issued Interpretation No. 46 ("FIN46"), "Consolidation of Variable Interest Entities," FIN 46 provides guidance on when a company should include the assets, liabilities, and activities of a variable interest entity ("VIE") in its financial statements and when it should disclose information about its relationship with a VIE. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it absorbs the majority of the entity's expected losses, the majority of the expected returns, or both. The provisions of FIN 46 were effective February 1, 2003 for all arrangements entered into after January 31, 2003. FIN 46 is effective in the second quarter of 2004 for those arrangements entered into prior to January 31, 2003. We are currently reviewing whether we have relationships with VIEs and, if so, whether we should consolidate them and disclose information about them as the primary beneficiary or disclose information about them as an interest holder. We may have to consolidate some of our equity investments in partnerships based on recent interpretations from accounting professionals. We currently record the amount of our investment in these partnerships as an asset on our balance sheet, recognize our share of partnership income or losses in our income statement, and disclose how we account for material types of these investments in our 2003 financial statements. However, we do not yet know the extent of the impact of consolidating the assets and liabilities of these partnerships on our balance sheet because of the complexities of applying FIN 46, the evolving interpretations from accounting professionals, and the nuances of each individual partnership. 11 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarter Ended December 31, 2003 (unaudited) NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS -------------------------------------------- As of the periods presented, the Partnership has acquired limited partnership interests in six Local Limited Partnerships, each of which owns one Housing Complex consisting of an aggregate of 216 apartment units. As of December 31, 2003, 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, 2003, 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:

~~June~~December 3031, 2003 March 31, 2003 --------------------- -------------------- Investments inper ~~limited~~balance ~~partnerships~~sheet, beginning of period $ 7,786,112 $ 8,173,367 Tax credit adjustment - (15,413) Equity in losses of limited partnership (64206,~~194~~059) (341,390) Distributions from limited partnerships (28,~~154~~654) - Amortization of capitalized acquisition fees and costs (722,~~613~~839) (30,452) --------------------- -------------------- Investments inper ~~limited~~balance ~~partnerships~~sheet, end of period $ 7,~~712~~548,~~151~~560 $ 7,786,112 ===================== ====================

12 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarter Ended December 31, 2003 (unaudited) NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, CONTINUED ------------------------------------------------------- Selected financial information for the nine months ended December 31, 2003 and 2002 from the unaudited combined condensed financial statements of the limited partnerships in which the Partnership has invested are as follows:

COMBINED CONDENSED STATEMENT OF OPERATIONS 2003 2002 -------------------- ------------------ Revenues $ ~~245~~748,000 85$ 438,000 -------------------- ------------------ Expenses: Interest expense 75228,000 19141,000 Depreciation & amortization 93282,000 21219,000 Operating expenses ~~147~~462,000 29217,000 -------------------- ------------------ Total expenses ~~315~~972,000 69577,000 -------------------- ------------------ Net ~~income (~~loss) $ (70224,000) 16$ (139,000) ==================== ================== Net ~~income (~~loss) allocable to the Partnership $ (70206,000) 16$ (139,000) ==================== ================== Net ~~income (~~loss) recorded by the Partnership $ (70206,000) 16$ (139,000) ==================== ==================

NOTE 3 - 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, 2003 and March 31, 2003, the Partnership incurred acquisition fees of $686,980. Accumulated amortization of these capitalized costs was $57,533 and $40,352 as of December 31, 2003 and March 31, 2003, 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, 2003 and March 31, 2003, the Partnership incurred acquisition costs of $196,280. Accumulated amortization of these capitalized costs was $16,618 and $11,707 as of December 31, 2003 and March 31, 2003, 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 were incurred in each of the nine months ended December 31, 2003 and 2002, respectively. The Partnership paid the General Partner or its affiliates $23,483 and $25,116 of these fees during the nine months ended December 31, 2003 and 2002, respectively. 13 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarter Ended December 31, 2003 (unaudited) NOTE 3 - 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:

~~June~~December 3031, 2003 March 31, 2003 ---------------------- --------------------- Asset management fees payable $ 1711,~~687~~818 $ 17,687 Reimbursements for expenses paid by the General Partner or an affiliate ~~8,722~~850 3,919 ---------------------- --------------------- Total $ 2612,~~409~~668 $ 21,606 ====================== =====================

NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS ----------------------------------------- Payables to limited partnerships amounting to $197,000 at December 31, 2003 and March 31, 2003 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 5 - 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. 14 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 8 (A California Limited Partnership) NOTES TO FINANCIAL STATEMENTS - CONTINUED For the Quarter Ended December 31, 2003 (unaudited) 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, 2003 and 2002, 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, 2003 consisted primarily of $627,000 in cash and aggregate investments in the six Local Limited Partnerships of $7,549,000. Liabilities at December 31, 2003 primarily consisted of $197,000 of notes payable to limited partnerships and $13,000 in accrued expenses and management fees due to the General Partner or affiliates. Results of Operations Three Months Ended December 31, 2003 Compared to Three Months Ended December 31, 2002. The Partnership's net loss for the three months ended December 31, 2003 was $(93,000) reflecting an increase of $(34,000) from the net loss of $(59,000) experienced for the three months ended December 31, 2002. The increase in net loss is primarily due to a increase of equity in losses from limited partnerships of $(38,000) from $(40,000) of losses for the three months ended December 31, 2002 to $(78,000) of losses for the three months ended December 31, 2003, as properties became fully operational. The increase in equity in losses from limited partnerships, was offset by a decrease in the loss from operations $4,000 due to a decrease of $4,000 in legal and accounting. Nine Months Ended December 31, 2003 Compared to Nine Months Ended December 31, 2002. The Partnership's net loss for the nine months ended December 31, 2003 was $(265,000) reflecting an increase of $(78,000) from the net loss of $(187,000) for the nine months ended December 31, 2002. The increase in net loss is primarily due to an increase in equity in losses from limited partnerships of $(67,000) from $(139,000) of losses for the nine months ended December 31, 2002 to $(206,000) of losses for the nine months ended December 31, 2003 as properties became fully operational. Along with the increase of equity in losses from limited partnerships, loss from operations increased by $(11,000) due to a decrease in interest income of $(8,000) primarily due to the large amount of capital contributions that were paid to Local Limited Partnerships during 2002. Additionally, there was an increase of $(1,000) in legal and accounting combined with an increase in other operating expenses of $(2,000) for the nine months ended December 31, 2003. 15 Management's Discussion and Analysis of Financial Condition and Results of Operations, continued Cash Flows Nine Months Ended December 31, 2003 Compared to Nine Months Ended December 31, 2002. Net decrease in cash during the nine months ended December 31, 2003 was $(36,000), compared to a net decrease in cash for the nine months ended December 31, 2002 of $(425,000) reflecting a decrease in cash used of $389,000. The change in net cash used is due primarily to a change of $408,000 in cash used in investing activities, due to the decrease in capital contributions to Local Limited Partnerships as their balances were paid down, along with a decrease in net cash used by financing activities by $(3,000) due to the completion of the syndication process. The decrease in cash used in financing and investing activities was offset by an increase of $(22,000) in cash used in operating activities for the six months September 30, 2003, due primarily to an $(11,000) change in accrued due to the General Partner along with a decrease of $(8,000) in interest income. The Partnership expects its future cash flows, together with its net available assets at December 31, 2003, to be sufficient to meet all currently foreseeable future cash requirements. 16 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 6. Exhibits and Reports on Form 8-K (a) Reports on Form 8-K. -------------------- 1. A current report on Form 8-K was filed on behalf of the registrant on November 4, 2003 reporting the resignation of the registrant's former principal independent accountants, and the engagement of new principal independent accountants under Item 4 of the Form 8-K. An amendment thereto on Form 8-K/A was filed on November 10, 2003 and November 25, 2003 (under Item 7 and under Items 4 and 7, respectively) to file as an exhibit the required letter from the former principal independent accountants. Neither the initial report nor the amendments included any financial statements. (b) Exhibits. --------- 31.1 Certification of the Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), 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-15(e) and 15d-15(e), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith) 32.1 Certification of the Principal Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith) 32.2 Certification of the Principal Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith) 17 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 9, 2004 By: /s/ Thomas J. Riha ------------------- Thomas J. Riha Vice President and Chief Financial Officer of WNC & Associates, Inc. Date: February 9, 2004

Filing Compare · WNC HOUSING TAX CREDIT FUND VI LP SERIES 8