WNC CALIFORNIA HOUSING TAX CREDITS II LP
10-Q, 1999-08-27
OPERATORS OF APARTMENT BUILDINGS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                  For the quarterly period ended June 30, 1999

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-20056


                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.

California                                                           33-0433017
State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization                                Identification No.)


              3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

                                 (714) 662-5565


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






<PAGE>


                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                               INDEX TO FORM 10-Q

                       For the Quarter Ended June 30, 1999


PART I. FINANCIAL INFORMATION

    Balance Sheets
            As of June 30, 1999 and March 31, 1999.......................2

    Statements of Operations
            For the three months ended June 30, 1999 and 1998............3

    Statement of Partners' Equity
            For the three months ended June 30, 1999.....................4

    Statements of Cash Flows
            For the three months ended June 30, 1999 and 1998............5

    Notes to Financial Statements........................................6

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations...........................11

  Item 3. Quantitative and Qualitative Disclosures About Market Risks...13


PART II. OTHER INFORMATION

  Item 1. Legal Proceeding..............................................13

  Item 6. Exhibits and Reports on Form 8-K..............................13

  Signatures............................................................14






                                       1
<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                                 BALANCE SHEETS


                                                  June 30, 1999  March 31, 1999
                                                  -------------  --------------
                                                   (unaudited)

                                     ASSETS
Cash and cash equivalents                         $     370,620   $     364,853
Investment in limited partnerships - Note 2           6,046,270       6,240,560
                                                      ---------       ---------

                                                  $   6,416,889   $   6,605,413
                                                      =========       =========

                        LIABILITIES AND PARTNERS' EQUITY
Liabilities:
  Accrued fees and expenses due to
    general partner and affiliates - Note 3       $   1,137,505   $   1,077,385
                                                      ---------       ---------


Partners' equity (deficit):
  General partner                                      (112,468)       (109,982)
  Limited partners (17,726 units issued
    and outstanding at 1998 and 1997)                 5,391,852       5,638,010
                                                      ---------       ---------
Total partners' equity                                5,279,384       5,528,028
                                                      ---------       ---------
                                                  $   6,416,889   $   6,605,413
                                                      =========       =========



                 See accompanying notes to financial statements
                                        2

<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                             STATEMENTS OF OPERATIONS

                For the Three Months Ended June 30, 1999 and 1998
                                   (unaudited)


                                                1999                1998
                                                ----                ----

 Interest income                      $        3,947       $       4,629
 Miscellaneous income                              -               4,000
                                            --------            --------
                                               3,947               8,629
                                            --------            --------

 Operating expenses:
 Amortization                                 13,307              13,307

 Asset management fees - Note 3               52,521              52,521

 Legal and accounting                          5,078               7,000
 Other                                         3,322              15,572
                                            --------            --------

 Total operating expenses                     74,228              88,400
                                            --------            --------

 Loss from operations                        (70,281)            (79,771)
                                            --------            --------
 Equity in loss of
   limited partnerships                     (178,363)           (187,900)
                                            --------            --------

 Net loss                             $     (248,644)      $    (267,671)
                                            ========            ========
 Net loss allocated to:
   General partner                            (2,486)             (2,677)
                                            ========            ========

   Limited partners                         (246,158)           (264,994)
                                            ========            ========
 Net loss per limited
   partner units (17,726 units
   issued and outstanding)             $         (14)      $         (15)
                                            ========            ========




                 See accompanying notes to financial statements
                                        3


<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                          STATEMENT OF PARTNERS' EQUITY

                    For the Three Months Ended June 30, 1999
                                   (unaudited)


<TABLE>
<CAPTION>


                                                     General            Limited
                                                     Partner            Partners               Total
                                                     -------            -------               -----

<S>                                        <C>                   <C>               <C>
Equity (deficit), March 31, 1999           $        (109,982)    $    5,638,010    $      5,528,028

Net loss for the three months ended
  June 30, 1999                                       (2,486)          (246,158)           (248,644)
                                                   ---------          ---------           ---------

Equity (deficit), June 30, 1999            $        (112,468)    $    5,391,852    $      5,279,384
                                                   =========          =========           =========


</TABLE>












                 See accompanying notes to financial statements
                                        4




<PAGE>


                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                             STATEMENTS OF CASH FLOWS

                For the Three Months Ended June 30, 1999 and 1998
                                   (unaudited)


                                                         1999            1998
                                                         ----            ----

Cash flows from operating activities:
  Net loss                                        $  (248,644)    $  (267,671)
    Adjustments to reconcile net loss to net
     cash provided by (used in) operating activities:
     Equity in loss of limited partnerships           178,363         187,900
     Amortization                                      13,307          13,307
     Asset management fee                              52,521          52,521

      Change in other assets                                -              42
      Accrued fees and expense due to
        general partner and affiliates                  7,600             811
                                                      -------         -------
          Net cash provided by (used in)
            operating activities                        3,147         (13,090)
                                                      -------         -------
Cash flows from investing activities:
  Distributions from limited partnerships               2,620           1,500
                                                      -------         -------

Net increase (decrease) in cash and cash equivalents    5,767         (11,590)
                                                      -------         -------

Cash and cash equivalents, beginning of period        364,853         377,378
                                                      -------         -------
Cash and cash equivalents, end of period          $   370,620     $   365,788
                                                      =======         =======




                 See accompanying notes to financial statements
                                        5


<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 1999
                                   (unaudited)

NOTE 1 - ORGANIZATION AND OTHER MATTERS

General

The information  contained in the following notes to the financial statements is
condensed  from that  which  would  appear in the annual  financial  statements;
accordingly,  the  financial  statements  included  herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the WNC California Housing Tax Credits,  L.P. (the "Partnership")  Annual Report
on Form 10-K for the year  ended  March 31,  1999.  Accounting  measurements  at
interim dates inherently involve greater reliance on estimates than at year end.
The results of operations for the interim period  presented are not  necessarily
indicative of the results for the entire year.

In the opinion of the Partnership,  the unaudited  financial  statements contain
all  adjustments  (consisting of only normal  recurring  accruals)  necessary to
present  fairly the  financial  position  as of June 30, 1999 and the results of
operations and changes in cash flows for the three months then ended.

Organization

WNC  California  Housing Tax Credits II, L.P. a California  Limited  Partnership
(the  "Partnership"),  was formed on  September  13,  1990 under the laws of the
State of California.  The  Partnership  was formed to invest  primarily in other
limited  partnerships (the "Local Limited  Partnerships")  which own and operate
multi-family housing complexes (the "Housing Complex") that are eligible for low
income  housing tax credits.  The local  general  partners  (the "Local  General
Partners")  of  each  Local  Limited   Partnership  retain   responsibility  for
maintaining, operating and managing the Housing Complex.

The general partner is WNC Tax Credit  Partners,  L.P. (the "General  Partner").
WNC & Associates, Inc. ("WNC") and Wilfred N. Cooper are the general partners of
WNC Tax  Credit  Partners,  L.P.  Wilfred  N.  Cooper  Sr.,  through  the Cooper
Revocable Trust owns 66.8% of the outstanding stock of WNC. John B. Lester,  Jr.
was the original limited partner of the Partnership and owns, through the Lester
Family Trust, 28.6% of the outstanding stock of WNC.

The Partnership  shall continue in full force and effect until December 31, 2045
unless  terminated  prior to that date pursuant to the partnership  agreement or
law.

The  Partnership  Agreement  authorized the sale of up to 20,000 units at $1,000
per Unit  ("Units").  The  offering of Units  concluded in January 1993 at which
time 17,726 Units, representing subscriptions in the amount of $17,726,000,  had
been accepted.  The General  Partner has a 1% interest in operating  profits and
losses,  taxable  income and losses,  cash available for  distribution  from the
Partnership  and tax credits of the  Partnership.  The limited  partners will be
allocated the  remaining  99% of these items in  proportion to their  respective
investments.

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

                                       6
<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 1999
                                   (unaudited)

NOTE 1 - ORGANIZATION AND OTHER MATTERS, 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 makes 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  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with 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.

Offering Expenses

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees,  and other costs  incurred  with selling  limited
partnership  interests in the  Partnership.  The General Partner is obligated to
pay all  offering  and  organization  costs in  excess of 15%  (including  sales
commissions) of the total offering proceeds.  Offering expenses are reflected as
a reduction of limited  partners'  capital and amounted to $2,389,519 at the end
of all periods presented.

                                       7

<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 1999
                                   (unaudited)

NOTE 1 - ORGANIZATION AND OTHER MATTERS, continued

Use of Estimates

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

Cash and Cash Equivalents

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
June 30,  1999 and March 31,  1999,  the  Partnership  had cash  equivalents  of
$370,620 and $364,853, respectively.

Net Loss Per Limited Partner Unit

Net loss per limited  partnership  unit is  calculated  pursuant to Statement of
Financial  Accounting  Standards No. 128,  Earnings Per Share. Net loss per unit
includes no dilution  and is computed  by  dividing  loss  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.

NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS

As of the periods  presented,  the Partnership has acquired limited  partnership
interests in fifteen Local Limited  Partnerships  each of which owns one Housing
Complex  consisting  of an  aggregate of 786  apartment  units.  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%,  as  specified  in the Local  Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses and tax credits of the 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.

                                       8
<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 1999
                                   (unaudited)

NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS, continued

The following is a summary of the investments in Local Limited  Partnerships and
reconciliation to the limited partnership accounts of:

                                           June 30, 1999       March 31, 1999
                                           -------------       --------------
  Investment balance,
    beginning of period                     $  6,240,560        $   6,439,942
  Equity in loss of limited partnership         (178,363)            (178,363)
  Distributions                                   (2,620)              (7,712)
  Amortization of capitalized
    acquisition costs                            (13,307)             (13,307)
                                               ---------            ---------
  Investment balance,
    end of period                           $  6,046,270        $   6,240,560
                                               =========            =========

Selected financial information for the three months ended June 30, 1999 and 1998
from the combined financial  statements of the limited partnerships in which the
partnership has invested is as follows:
                                                    1999                 1998
                                                    ----                 ----

  Total revenue                             $    759,000        $     756,000
                                               ---------            ---------

  Interest expense                               231,000              228,000
  Depreciation                                   321,000              325,000
  Operating expenses                             555,000              529,000
                                               ---------            ---------
  Total expenses                               1,107,000            1,082,000
                                               ---------            ---------

  Net loss                                  $   (348,000)       $    (326,000)
                                               =========            =========
  Net loss allocable to the Partnership     $   (344,000)       $    (323,000)
                                               =========            =========
  Net loss recorded by the Partnership      $   (178,363)       $    (188,000)
                                               =========            =========

                                       9

<PAGE>
                  WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 1999
                                   (unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS

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

(a)  Annual Asset  Management  Fee. An annual asset  management fee in an amount
     equal  to 0.5% of the  Invested  Assets  of the  Partnership,  as  defined.
     "Invested  Assets" means the sum of the  Partnership's  Investment in Local
     Limited Partnership Interests and the Partnership's  allocable share of the
     amount of the  mortgage  loans on and other  debts  related to, the Housing
     Complexes  owned by such Local Limited  Partnerships.  Fees of $52,521 were
     incurred   during  the  three   months   ended  June  30,  1999  and  1998,
     respectively. The Partnership paid the General Partner or its affiliates $0
     of those fees during the three months ended June 30, 1999 and 1998.

(b)  Subordinated  Disposition Fee. A subordinated  disposition fee in an amount
     equal to 1% of the  sale  price  received  in  connection  with the sale or
     disposition  of a Housing  Complex or Local Limited  Partnership  Interest.
     Subordinated  disposition  fees will be subordinated to the prior return of
     the Limited  Partners'  capital  contributions and payment of the Preferred
     Return on investment to the Limited Partners.  "Preferred  Return" means an
     annual,  cumulative but not  compounded,  "return" to the Limited  Partners
     (including Low Income Housing Credits) as a class on their adjusted capital
     contributions  commencing  for each Limited  Partner on the last day of the
     calendar quarter during which the Limited Partner's capital contribution is
     received by the  Partnership,  calculated at the following  rates:  (i) 16%
     through  December 31, 2001, and (ii) 6% for the balance of the Partnerships
     term. No disposition fees have been paid.

(c)  Interest  in  Partnership.   The  General   Partners   receive  1%  of  the
     Partnership's  allocated Low Income Tax Housing Credits, which approximated
     $22,000 for the General  Partner for the year ended  December 31, 1998. The
     General  Partners  are also  entitled to receive 1% of cash  distributions.
     There were no  distributions  of cash to the  General  Partners  during the
     three months ended June 30, 1999 and 1998.

The "accrued fees and expenses due to general partner and affiliates"  presented
on the balance sheets consists of the following:

                                               June 30, 1999    March 31, 1999
                                               -------------    --------------

  Asset management fee payable               $     1,130,589     $   1,078,068
  Reimbursement for expenses paid
    by an affiliate                                    6,916              (683)
                                                   ---------         ---------
                                             $     1,137,505     $   1,077,385
                                                   =========         =========

NOTE 4 - INCOME TAXES

No provision for income taxes has been made as the liability for income taxes is
an obligation of the partners of the Partnership.

                                       10
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

Financial Condition

The  Partnership's  assets at June 30, 1999  consisted  primarily of $371,000 in
cash and  aggregate  investments  in the eleven Local  Limited  Partnerships  of
$6,046,000.  Liabilities at June 30, 1999  primarily  consisted of $1,141,000 of
accrued annual management fees due to the General Partners.

Results of Operations

Three Months  Ended June 30, 1999  Compared to Three Months Ended June 30, 1998.
The  Partnership's  net loss  for the  three  months  ended  June  30,  1999 was
$(249,000),  reflecting a decrease of $19,000 from the net loss  experienced for
the three months ended June 30, 1998.  The decline in net loss is primarily  due
to equity in losses  from  limited  partnerships  which  declined  by $10,000 to
$(178,000)  for the three  months  ended June 30, 1999 from  $(188,000)  for the
three months ended June 30, 1998.  This decrease was a result of the Partnership
not  recognizing  certain  losses  of  the  Local  Limited   Partnerships.   The
investments in such Local Limited  Partnerships had reached $0 at June 30, 1999.
Since the  Partnership's  liability with respect to its  investments is limited,
losses in excess of investment  are not  recognized.  Along with the decrease in
equity in losses  from  limited  partnerships  there was a decrease in loss from
operations of $9,000 for the three months ended June 30, 1999 to $(70,000), from
$(79,000) for the three months ended June 30, 1998, due to a comparable increase
in operating expense allocations.

Cash Flows

Three Months  Ended June 30, 1999  Compared to Three Months Ended June 30, 1998.
Net cash  provided  during  the three  months  ended  June 30,  1999 was  $6,000
compared to a net  decrease in cash for the three  months ended June 30, 1998 of
$(12,000).  The change was due primarily to a decrease in operating  expenses of
$14,000,  a decrease in cash paid to third parties of $7,000, and an increase in
distributions  from  limited  partnerships  of $1,000,  offset by a decrease  in
income of $5,000.

During the three  months  ended June 30, 1999 and the year ended March 31, 1999,
accrued  payables,  which consist primarily of related party management fees due
to the General  Partner,  increased  by $53,000 and $53,000,  respectively.  The
General  Partner does not anticipate  that these accrued fees will be paid until
such time as  capital  reserves  are in excess  of  future  foreseeable  working
capital requirements of the partnership.

The Partnership  expects its future cash flows,  together with its net available
assets at June 30, 1999,  to be  sufficient  to meet all  currently  foreseeable
future cash requirements.

Impact of Year 2000

WNC & Associates, Inc.

Status of Readiness

Information Technology (IT) Systems. The Partnership relies on the IT systems of
WNC, its general partner. IT systems include computer hardware and software used
to produce  financial  reports and tax return  information.  This information is
then used to generate  reports to investors and regulatory  agencies,  including
the Internal Revenue Service and the Securities and Exchange Commission.  The IT
systems of WNC are year 2000 compliant.

Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems  include  machinery and  equipment  such as  telephones,  voice mail and
electronic  postage  equipment.  Except  for one  telephone  system,  the non-IT
systems of WNC are year 2000  compliant.  The one telephone  system will require
the replacement of one computer and one software application, both of which will
be completed on or before October 1, 1999.

                                       11

<PAGE>

Service  Providers.  WNC also  relies on the IT and  non-IT  systems  of service
providers. Service providers include utility companies,  financial institutions,
telecommunications carriers,  municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider,  financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000 compliant.  There can be no assurance that this
compliance  information  is  correct.  There also can be no  assurance  that the
systems of other,  less-important  service providers and outside vendors will be
year 2000 compliant.

Costs to Address Year 2000 Issues

The cost to address  year 2000  issues for WNC has been less than  $20,000.  The
cost to replace the telephone  system noted above will be less than $5,000.  The
cost to deal with potential year 2000 issues of other outside  vendors cannot be
estimated at this time.

Risk of Year 2000 Issues

The most  reasonable and likely result from non-year 2000  compliance of systems
of the service  providers  noted above will be the disruption of normal business
operations for WNC. This disruption would, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely  be  temporary  and  would  likely  not  have a  material  effect  on the
Partnership or WNC.

Local Limited Partnerships

Status of Readiness

WNC is in the  process of  obtaining  year 2000  certifications  from each Local
General Partner of each Local Limited  Partnership.  Those  certifications  will
represent  to the  Partnership  that the IT and non-IT  systems  critical to the
operation of the Housing Complexes and investor reporting to the Partnership are
year 2000 compliant. These certifications will also represent to the Partnership
that the IT and non-IT  systems of property  management  companies,  independent
accountants,    electrical   power   providers,   financial   institutions   and
telecommunications  carriers used by the Local Limited Partnership are year 2000
compliant.

There can be no assurance that the representations in the certifications will be
correct.   There  also  can  be  no   assurance   that  the  systems  of  other,
less-important  service  providers  and  outside  vendors,  upon which the Local
Limited Partnerships rely, will be year 2000 compliant.

Costs to Address Year 2000 Issues

There  will be no cost to the  Partnership  as a result of  assessing  year 2000
issues for the Local Limited Partnerships.  The cost to deal with potential year
2000 issues of the Local Limited Partnerships cannot be estimated at this time.

Risk of Year 2000 Issues

There may be Local  General  Partners who indicate  that they or their  property
management  company are not year 2000  compliant and do not have plans to become
year 2000  compliant  before the end of 1999.  There may be other Local  General
Partners who are  unwilling to respond to the  certification  request.  The most
likely result of either non-compliance or failure to respond will be the removal
and  replacement  of the property  management  company  and/or the Local General
Partner with year 2000 compliant operators.

Despite the efforts to obtain certifications, there can be no assurance that the
Partnership  will be unaffected  by year 2000 issues.  The most  reasonable  and
likely  result from non-year 2000  compliance  will be the  disruption of normal
business  operations  for the  Local  Limited  Partnerships,  including  but not
limited  to the  possible  failure  to  properly  collect  rents and meet  their
obligations in a timely manner.  This disruption  would, in turn, lead to delays
by  the  Local  Limited  Partnerships  in  performing  reporting  and  fiduciary
responsibilities  on behalf of the  Partnership.  The worst-case  scenario would
include the  initiation of  foreclosure  proceedings on the property by mortgage
debt holders. Under these circumstances, WNC or its affiliates will take actions
necessary  to  minimize  the risk of  foreclosure,  including  the  removal  and
replacement of a Local General  Partner by the  Partnership.  These delays would
likely  be  temporary  and  would  likely  not  have a  material  effect  on the
Partnership or WNC.

                                       12
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risks

         NOT APPLICABLE

Part II. Other Information

Item 1.  Legal Proceedings

         NONE

Item 6.  Exhibits and Reports on Form 8-K

1.       A  report  on  Form  8-K  dated  May 13, 1999 was filed on May 14, 1999
         reporting the change in fiscal year end to March 31.










                                       13
<PAGE>



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

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.

By   WNC Tax Credit Partners, L.P.  General Partner


By:   WNC & ASSOCIATES, INC.        General Partner



By: /s/ John B. Lester, Jr.

John B. Lester, Jr., President
WNC & Associates, Inc.

Date: August 26, 1999



By:  /s/ Michael L. Dickenson

Michael L. Dickenson, Vice-President - Chief Financial Officer
WNC & Associates, Inc.

Date: August 26, 1999





                                       13



<TABLE> <S> <C>


<ARTICLE>                     5

<CIK>                         0000869660
<NAME>                        WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
<MULTIPLIER>                                   1
<CURRENCY>                                     US DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              MAR-31-2000
<PERIOD-START>                                 APR-01-1999
<PERIOD-END>                                   JUN-30-1999
<EXCHANGE-RATE>                                1
<CASH>                                             370,620
<SECURITIES>                                             0
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<ALLOWANCES>                                             0
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<CURRENT-ASSETS>                                   370,620
<PP&E>                                                   0
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                                    0
                                              0
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<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                   (248,644)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                               (248,644)
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<CHANGES>                                                0
<NET-INCOME>                                      (248,644)
<EPS-BASIC>                                          (14)
<EPS-DILUTED>                                            0




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