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
December 31, 2002 March 31, 2002
ASSETS (unaudited)
Cash and cash equivalents $ 702,212 $ 1,127,639
Loans receivable (Note 2) - 100,000
Investments in limited partnerships (Note 3) 7,998,381 8,173,367
---------------------- ----------------------
Total Assets $ 8,700,593 $ 9,401,006
====================== ======================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Payables to limited partnerships (Note 5) $ 240,600 $ 753,283
Accrued fees and expenses due to
General Partner and affiliates (Note 4) 12,388 12,891
---------------------- ----------------------
Total Liabilities 252,988 766,174
---------------------- ----------------------
Commitment and contingencies
Partners' Equity (Deficit)
General partner (556) (369)
Limited partners (25,000 units authorized
and 9,814 units issued and outstanding
at December 31, 2002 and March 31, 2002) 8,448,161 8,635,201
---------------------- ----------------------
Total Partners' Equity 8,447,605 8,634,832
---------------------- ----------------------
Total liabilities and partners' equity $ 8,700,593 $ 9,401,006
====================== ======================
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)
2002 2001
------------------------------- --------------------------------
Three Nine Three Nine
Months Months Months Months
------------- ------------- -------------- --------------
Interest Income $ 2,064 $ 11,355 $ 18,795 $ 51,237
------------- ------------- -------------- --------------
Operating expenses
Amortization 7,613 22,839 7,604 15,103
Asset Management fees 5,871 17,613 5,881 5,960
Legal and accounting fees 6,182 14,582 3,573 19,005
Other 1,203 4,641 388 4,787
------------- ------------- -------------- --------------
Total operating expenses 20,869 59,675 17,446 44,855
------------- ------------- -------------- --------------
Income (loss) from operations (18,805) (48,320) 1,349 6,382
Equity in losses of limited
partnerships (40,453) (138,907) (36,668) (53,358)
------------- ------------- -------------- --------------
Net loss $ (59,258) $ (187,227) $ (35,319) $ (46,976)
============= ============= ============== ==============
Net loss allocated to :
General Partner $ (59) $ (187) $ (35) $ (47)
============= ============= ============== ==============
Limited Partners $ (59,199) $ (187,040) $ (35,284) $ (46,929)
============= ============= ============== ==============
Net loss per limited partner unit $ (6) $ (19) $ (4) $ (6)
============= ============= ============== ==============
Outstanding weighted
limited partner units 9,814 9,814 9,814 7,503
============= ============= ============== ==============
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)
General Partner Limited Partners Total
Partners' equity (deficit), March 31, 2002 $ (369) $ 8,635,201 $ 8,634,832
Net loss (187) (187,040) (187,227)
-------------------- -------------------- --------------------
Partners' equity (deficit), December 31, 2002 $ (556) $ 8,448,161 $ 8,447,605
==================== ==================== ====================
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)
2002 2001
Cash flows from operating activities:
Net loss $ (187,227) $ (46,976)
Adjustments to reconcile net income to
net
cash provided by operating activities:
Equity in losses of limited partnerships 138,907 53,358
Amortization 22,839 15,103
Accounts receivable - (4,837)
Accrued fees and expenses due to
General Partner and affiliates 2,457 9,644
------------------- ---------------------
Net cash provided by (used in) operating activities (23,024) 26,292
------------------- ---------------------
Cash flows from investing activities:
Investments in limited partnerships, net (405,443) (5,906,806)
Acquisition costs and fees - (666,099)
Distributions from limited partnerships 6,000 -
------------------- ---------------------
Net cash used in investing activities (399,443) (6,572,905)
------------------- ---------------------
Cash flows from financing activities:
Capital Contribution, net - 6,882,034
Offering expense (2,960) (890,828)
------------------- ---------------------
Net cash provided by (used in) financing activities (2,960) 5,991,206
------------------- ---------------------
Net change in cash and cash equivalents (425,427) (555,407)
Cash and cash equivalents, beginning of period 1,127,639 2,108,647
------------------- ---------------------
Cash and cash equivalents, end of period $ 702,212 $ 1,553,240
=================== =====================
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Taxes paid $ 800 $ 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 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:
December 31, 2002 March 31, 2002
--------------------- ------------------
Investments in limited partnerships, beginning of
period $ 8,173,367 $ 277,895
Capital contributions paid, net - 6,431,914
Capital contributions payable - 753,283
Capitalized acquisition fees and costs - 634,797
Equity in (loss) income of limited partnership (138,907) 98,083
Distributions from limited partnerships (6,000) -
Amortization of capitalized acquisition fees and costs (22,839) (22,605)
Other (7,240) -
--------------------- ------------------
Investments in limited partnerships, end of period $ 7,998,381 $ 8,173,367
===================== ==================
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:
COMBINED CONDENSED STATEMENT OF OPERATIONS
2002 2001
-------------------- ------------------
Revenues $ 438,000 229,000
-------------------- ------------------
Expenses:
Interest expense 141,000 65,000
Depreciation & amortization 219,000 85,000
Operating expenses 217,000 132,000
-------------------- ------------------
Total expenses 577,000 282,000
-------------------- ------------------
Net loss $ (139,000) (53,000)
==================== ==================
Net loss allocable to the Partnership $ (139,000) (53,000)
==================== ==================
Net loss recorded by the Partnership $ (139,000) (53,000)
==================== ==================
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:
December 31, 2002 March 31, 2002
---------------------- ---------------------
Asset management fees payable $ 11,817 $ 11,820
Reimbursements for expenses paid by the
General Partner or an affiliate 571 1,071
---------------------- ---------------------
Total $ 12,388 $ 12,891
====================== =====================
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.
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Wilfred N. Cooper, Jr.
President and Chief Operating Officer of WNC & Associates, Inc.
Date: February 24, 2003
By: /s/ Thomas J. Riha
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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.
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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
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Vice-President and Chief Financial Officer of WNC & Associates, Inc.
18