WNC HOUSING TAX CREDIT FUND IV L P SERIES 1
10-Q, 1999-01-22
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 March 31, 1996

                                       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: 0-26048


                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1

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

California                                                   33-0563307

WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1
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 HOUSING TAX CREDIT FUND IV, L.P., Series 1
                       (a California Limited Partnership)

                               INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED March 31, 1996



PART I. FINANCIAL INFORMATION

  Item 1. Financial Statements

  Balance Sheets, March 31, 1996 and December 31, 1995.......................3

  Statement of Operations
           For the three months ended March 31, 1996 and 1995................4

  Statement of Partners' Equity
           For the three months ended March 31, 1996 and 1995................5

  Statement of Cash Flows
           For the three months ended March 31, 1996 and 1995................6

  Notes to Financial Statements..............................................8

   Item 2. Management's Discussion and Analysis of
           Financial  Condition and Results of Operations....................13


PART II. OTHER INFORMATION


  Item 6. Exhibits and Reports on Form 8-K...................................16

  Signatures.................................................................17



<PAGE>

                   WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                         (A California Limited Partnership)

                                  BALANCE SHEETS
                        March 31, 1996 and December 31, 1995


ASSETS                                            1996                 1995
                                                  ----                 ----

Cash and cash equivalents                   $   1,337,554        $   1,410,867
 Investment in limited
  partnerships - Note 2                         6,696,920            6,928,034
 Other assets - Note 4                             12,711               16,239
                                               ----------           ----------
                                            $   8,047,185        $   8,355,140
                                               ==========           ==========

LIABILITIES AND PARTNERS' EQUITY

Liabilities:
 Payables to limited partnerships           $     706,688        $     799,745
 Accrued fees and expenses due to
   general partner and affiliates - Note 3         73,247               65,438
                                               ----------           ----------
     Total liabilities                            779,935              865,183
                                               ----------           ----------

Partners' equity (deficit):
 General partner                                  (27,229)             (25,001)
 Limited partners (10,000 units authorized,
  issued and outstanding)                       7,294,479            7,514,958
                                               ----------           ----------
Total partners' equity                          7,267,250            7,489,957
                                               ----------           ----------
                                            $   8,047,185        $   8,355,140
                                               ==========           ==========


                                   UNAUDITED
                See Accompanying Notes to Financial Statements

                                      3


<PAGE>

                  WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                       (A California Limited Partnership)

                             STATEMENT OF OPERATIONS
                For the Three Months Ended March 31, 1996 and 1995

                                                  1996                   1995
                                                  ----                   ----


Interest income                         $        14,887        $        17,307
                                              ---------              ---------

Operating expenses:
Amortization                                      7,735                  7,701
Asset management fees (Note 4)                   10,000                  8,333
Other                                               259                     46
                                              ---------              ---------
                                                                             

Total operating expenses                         17,994                 16,080
                                              ---------              ---------

Loss from operations                             (3,107)                 1,227
                     
Equity in loss from
 limited partnerships                          (219,600)              (173,000)
                                              ---------              ---------

Net loss                                $      (222,707)       $      (171,773)
                                              =========              =========

Net loss allocated to:
  General partner                       $        (2,227)       $        (3,147)
                                              =========              =========

  Limited partners                      $      (220,480)       $      (311,579)
                                              =========              =========

Net loss per limited
 partner units (10,000 units
 issued and outstanding)                $           (22)       $           (31)
                                              =========              =========

                               
                                               
                                     UNAUDITED
                  See Accompanying Notes to Financial Statements

                                        4



<PAGE>

                     WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                           (A California Limited Partnership)
                              STATEMENT OF PARTNERS' EQUITY

                    For the Three Months Ended March 31, 1996 and 1995


For the Three  Months Ended March 31, 1996
                                            General       Limited
                                            Partner       Partner        Total
                                            -------       -------        -----

Equity (deficit), December 31, 1995   $    (25,001)  $  7,514,958  $ 7,489,957

Net loss for the three months ended
 March 31, 1996                             (2,227)      (220,480)    (222,707)
                                         ---------     ----------   ----------
                                                                

Equity (deficit), March 31, 1996      $    (27,228)  $  7,294,478  $ 7,267,250
                                         =========     ==========   ==========



For the Three  Months Ended March 31, 1995
                                            General       Limited
                                            Partner       Partner        Total
                                            -------       -------        -----

Equity (deficit), December 31, 1994   $    (18,188)  $  8,044,400  $ 8,026,212

Offering expenses                             (104)       (10,301)     (10,405)
                                                                  

Capital issued for notes receivable                        55,000       55,000

Net loss for the three months ended
 March 31, 1995                             (1,718)      (170,055)    (171,773)
                                          --------     ----------    ---------
                                                               

Equity (deficit), March 31, 1995      $    (20,010)  $  7,919,044  $ 7,899,034
                                          ========     ==========   ==========




                                 UNAUDITED
                 See Accompanying Notes to Financial Statements

                                    5


<PAGE>
                    WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                         (A California Limited Partnership)

                             STATEMENT  OF CASH  FLOWS 
                  For the Three Months Ended March 31, 1996 and 1995


                                                        1996             1995
                                                        ----             ----
Cash flows provided by operating activities:

  Net loss                                       $   (222,707)  $     (171,773)
    Adjustments to reconcile net loss to
     net cash provided by operating activities:
        Equity in loss of limited partnerships        219,600          173,000
        Amortization                                    7,735            7,701
        Asset management fee                           10,000            8,333
        Change in other assets                          2,778            1,297
        Accrued fees and expense due
          to general partner and affiliates            (2,189)             500
                                                    ---------        ---------
      Net cash provided by operating activities        15,217           19,058 
                                                    ---------        ---------
                                                                                
Cash flows used in investing activities:
    Investments in limited partnerships               (92,253)        (432,151)
    Distribution from limited partnerships              3,725                -
                                                    ---------        ---------
Net cash used in investing activities                 (88,528)        (432,151)
                                                    ---------        ---------

Cash flows provided by financing activities:
  Collection of loans receivable from general         
      partner and affiliates                                           459,632
  Capitalized offering costs                                           (11,025)
  Collection of notes receivable                            -           55,000
                                                    ---------         --------
Net cash provided by financing activities                   -          503,607
                                                    ---------         --------
                                                                          

Net increase (decrease) in cash and
   cash equivalents                                   (73,311)          90,514

Cash and cash equivalents, beginning of period      1,410,867        2,107,761
                                                    ---------        ---------

Cash and cash equivalent, end of period      $      1,337,556   $    2,198,275
                                                    =========        =========





                                   UNAUDITED
                 See Accompanying Notes to Financial Statements

                                      6

<PAGE>
                  WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                        (A California Limited Partnership)

                       STATEMENT OF CASH FLOWS - CONTINUED

              For the Three Months Ended March 31, 1996 and 1995



Supplemental disclosure of noncash financing and investing activity:
- --------------------------------------------------------------------

During the three  months  ended  March 31,  1996,  the  Partnership  realized a
reduction of $804 to payables to limited  partnerships  (in connection  with its
investments in limited  partnerships) due to reduced tax credits in four limited
partnerships.


During  the three  months  ended  March 31,  1995,  the  Partnership  realized a
reduction of $85,152 to payables to limited partnerships (in connection with its
investments in limited  partnerships) due to reduced tax credits in four limited
partnerships.





















                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                       7



<PAGE>

                  WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                         (A California Limited Partnership)


                            NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------

Organization
- ------------
WNC Housing Tax Credit Fund IV, L.P.,  Series 1 (the  "Partnership")  was formed
under  the  California  Revised  Limited  Partnership  Act on May 4,  1993,  and
commenced  operations on October 20, 1993. The  Partnership was formed to invest
primarily in other limited  partnerships which will own and operate multi-family
housing complexes that will qualify for low income housing credits.

The general  partner of the Partnership is WNC Tax Credit Partners IV, L.P. (the
"General Partner"), a California limited partnership.  WNC & Associates, Inc. is
the general partner of the General Partner.  Wilfred N. Cooper, Sr., through the
Cooper Revocable Trust,  owns 67% of the outstanding  stock of WNC & Associates,
Inc. John B. Lester,  Jr. is the original  limited partner of Series 1 and owns,
through  the  Lester  Family  Trust,  29%  of  the  outstanding  stock  of WNC &
Associates, Inc.

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 audited  financial  statements  and related  notes thereto
contained  in the  Partnership's  financial  statements  for  the  period  ended
December 31, 1995.  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 General  Partner,  the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals)  necessary to present  fairly the  financial  position as of March 31,
1996 and the results of operations for the three months ended March 31, 1996 and
1995 and changes in cash flows for the three months ended March 31, 1996 .

Allocations Under the Terms of the Partnership Agreement
- --------------------------------------------------------
The General Partner has a 1% interest in operating  profits and losses,  taxable
income and loss and in cash available for distribution from the Partnership. The
limited  partners of each series will be allocated  the  remaining  99% of these
items in proportion to their respective investments.


                                     8


<PAGE>

                  WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                        (A California Limited Partnership)

                     NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- --------------------------------------------------------------

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

Method of Accounting For Investment in Limited Partnerships
- -----------------------------------------------------------
The investment in limited  partnerships is accounted for on the equity method of
accounting whereby the Partnership  adjusts its investment balance for its share
of each limited  partnership's  results of operations and for any  distributions
received.  Costs  incurred by the  Partnership  in acquiring the  investments in
limited partnerships are capitalized as part of the investment account.

Losses from the limited  partnerships  will not be recognized to the extent that
the individual investment balance would be adjusted below zero.

Offering Expenses
- -----------------
Offering  expenses  will  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 partners' capital.

Organization Costs
- ------------------
Organization costs will be amortized on the straight-line method over 60 months.

Cash and Cash Equivalents
- -------------------------
The Partnership  considers investments with an original maturity of three months
or less as cash equivalents.

NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS
- -------------------------------------------

As of March 31, 1996 and 1995 the Partnership had acquired  limited  partnership
interests  in  twenty  limited  partnerships  each of which  owns one  Apartment
Complex. As of March 31, 1996 and 1995, construction or rehabilitation of twenty
and seventeen,  respectively,  of the Apartment Complexes had been completed and
zero and three were undergoing construction or rehabilitation.


                                      9


<PAGE>
                    WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                          (A California Limited Partnership)

                      NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)
- -------------------------------------------------------

The Partnership,  as a limited  partner,  is generally a 99% owner and generally
entitled to 99% of the operating profits and losses of the limited  partnerships
upon the acquisition of its limited partnership  interest.  The Partnership is a
95%  owner  of two of the  partnerships,  Beckwood  Manor  and  Evergreen  Four.
Following is a summary of the  components of investment in limited  partnerships
as of March 31, 1996 and December 31, 1995:


                                                    1996                1995
                                                    ----                ----

Investment balance,
  beginning of period                        $    6,928,034      $   7,852,303

Equity in loss of limited  partnership             (219,600)          (727,986)
Tax credit adjustments and distributions             (4,529)          (172,429)
Capitalized acquisition fees                                             4,072
Amortization of capitalized
  acquisition costs                                  (6,985)           (27,926)
                                                  ---------          ---------
Investment balance, 
  end of period                              $    6,696,920      $   6,928,034
                                                  =========          =========
                                                                                

Selected  financial  information  from the financial  statements of the limited
partnerships  with  operations for the three months ended and inception to March
31, 1996 and 1995 is as follows :
                                                   1996                1995
                                                   ----                ----

 Total revenue                               $     693,600       $     607,000
                                                  --------            --------

 Interest expense                                  273,500             251,000
 Depreciation                                      285,700             396,000
 Operating expenses                                356,200             136,000
                                                  --------            --------
 Total expenses                                    915,400             783,000
                                                  --------            --------

 Net loss                                    $   (221,800)       $    (176,000)
                                                 ========             ========
 Net loss allocable to the
   Partnership                               $   (219,600)       $    (173,000)
                                                 ========             ========

                                            10

<PAGE>
                   WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                         (A California Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 3 - RELATED PARTY TRANSACTIONS
- -----------------------------------

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

     Acquisition  fees of 8% of the gross  proceeds from the sale of Partnership
     units. Through March 31, 1996 the Partnership had incurred acquisition fees
     of $800,000.

     An annual asset  management  fee equal to the greater  amount of (i) $2,000
     for each Apartment  Complex,  or (ii) 0.275% of Gross  Proceeds.  In either
     case,  the fee will be decreased or increased  annually based on changes to
     the Consumer  Price  Index.  However,  in no event will the maximum  amount
     exceed 0.2 % of the invested assets (defined as the  Partnership's  capital
     contributions to the limited  partnerships plus its allocable percentage of
     the permanent  financing) of the limited  partnerships which are subsidized
     under  one or  more  Federal,  state  or  local  government  programs.  The
     Partnership  has  incurred  fees of $10,000 and $8,333 for the three months
     ended March 31, 1996 and 1995, respectively.

     Reimbursement for organizational, offering and selling expenses advanced by
     an affiliate  of the General  Partner on behalf of the  Partnership.  These
     reimbursements   plus  all  other   organizational  and  offering  expenses
     inclusive of sales  commissions  will not exceed 15% of the gross proceeds.
     The Partnership has incurred organizational,  offering and selling expenses
     of $15,000, $606,705 and $750,000, respectively.

     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 Agreement of
     Limited  Partnership)  and is payable  only if services are rendered in the
     sales effort.




                                         11


<PAGE>
                 WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
                        (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)
- -----------------------------------------------


Accrued fees and advances due to/(from)  General Partner and affiliates  consist
of the following at March 31, 1996 and December 31, 1995:

                                                   1996               1995
                                                   ----               ----

Asset management fee payable                     $ 76,667          $ 66,667
Advances made for acquisition 
  costs, organizational,
  offering and selling expenses                    (3,420)           (1,229)
                                                  -------           -------

                                                   73,247            65,438
                                                  =======           =======


NOTE 4 - PAYABLE TO LIMITED PARTNERSHIPS
- ----------------------------------------

Payable to limited partnerships represent amounts which are due at various times
based on conditions specified in the respective limited partnership  agreements.
These  contributions  are payable in  installments,  are  generally due upon the
limited  partnerships  achieving certain operating  benchmarks and are generally
expected to be paid within two years of the Partnership's initial investment.

NOTE 5 - INCOME TAXES
- ---------------------

The  Partnership  will not make a provision  for income taxes since all items of
taxable income and loss will be allocated to the partners for inclusion in their
respective income tax returns.








                                      12




<PAGE>

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

WNC Housing Tax Credit Fund IV, L.P., Series 1 (the Partnership) is a California
Limited  Partnership  formed under the laws of the State of California on May 4,
1993 to acquire limited partnership interests in limited partnerships  ("Limited
Partnerships")  which own multifamily  apartment complexes that are eligible for
low-income housing federal income tax credits (the "Housing Tax Credit").

The Partnership's offering of units terminated on July 18, 1995.

Liquidity and Capital Resources
- -------------------------------

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash  equivalents of  approximately  $73,000 for the period
ended March 31, 1996.  This  decrease in cash consists of cash used by investing
and cash provided by investing and  operating  activities.  Cash was used by the
investing  activities  of the  Partnership  during such period in the  aggregate
amount  of  approximately  $88,500,  which  consisted  of cash  used in  capital
contributions to Limited Partnerships of approximately $92,000 and cash provided
by  distributions  from  Limited  Partnerships  of  approximately  $4,000.  Cash
provided by operating  activities  consisted  primarily of interest  received on
cash deposits,  and cash used in operations  consisted primarily of payments for
operating fees and expenses.  The major  components of all these  activities are
discussed in greater detail below.

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash  equivalents of  approximately  $90,500 for the period
ended March 31, 1995.  This  increase in cash was provided by the  Partnership's
financing  activities,  including  the proceeds  from its  offerings.  Cash from
financing  activities  for the period  ended March 31,  1995,  of  approximately
$504,000 was  sufficient  to fund the investing  activities  of the  Partnership
during such period in the  aggregate  amount of  approximately  $432,000,  which
consisted of capital  contributions  to Limited  Partnerships.  Cash provided by
operating  activities consisted primarily of interest received on cash deposits,
and cash used in operations  consisted  primarily of payments for operating fees
and  expenses.  The major  components of all these  activities  are discussed in
greater detail below.

As of March 31, 1996 and December 31, 1995 the Partnership was indebted to WNC &
Associates,   Inc.  in  the  amount  of   approximately   $73,000  and  $65,000,
respectively. The component items of such indebtedness were as follows: advances
to pay front-end fees of approximately $(3,000) and ($1,000),  respectively, and
advances  for  operating   expenses  of   approximately   $76,000  and  $66,000,
respectively.

On July 18, 1995, the Partnership sold the last of its total of 10,000 Units. No
additional Units will be issued with respect to the Partnership. As of March 31,
1996 and December 31, 1995, the Partnership received a total of $10,000,000 from
the sale of Units.  Substantially  all the $10,000,000 has been committed to the
purchase  price  and  acquisition  fees  and  costs  of  investment  in  Limited
Partnerships, reserves and expenses of the offering.

The Partnership had made capital  contributions  to Limited  Partnerships in the
amount of  approximately  $6,571,000  and  $6,479,000  as of March 31,  1996 and
December 31, 1995,  respectively.  The Partnership  does not anticipate  further
needs of either bank financing or loans from affiliates of the General Partner.

Prior to sale of the  Apartment  Complexes,  it is not expected  that any of the
Limited  Partnerships  in which the Partnership has invested or will invest will
generate cash from operations sufficient to provide distributions to the Limited
Partners in any material amount. Such cash from operations,  if any, would first

                                   13


<PAGE>

be used to meet operating expenses of the Partnership,  including payment of the
asset management fee to the General Partner.  As a result, it is not anticipated
that the Partnership will provide distributions to the Limited Partners prior to
the sale of the Apartment Complexes.

The Partnership's investments will not be readily marketable and may be affected
by adverse  general  economic  conditions  which, in turn,  could  substantially
increase the risk of operating losses for the Apartment  Complexes,  the Limited
Partnerships  and the  Partnership.  These  problems may result from a number of
factors,   many  of  which  cannot  be  controlled   by  the  General   Partner.
Nevertheless,  the General Partner anticipates that capital raised from the sale
of the Units will be sufficient to fund the Partnership's investment commitments
and proposed operations.

The  Partnership  will  establish  working  capital  reserves  of at least 3% of
capital  contributions,  an amount  which is  anticipated  to be  sufficient  to
satisfy general working capital and administrative  expense  requirements of the
Partnership  excluding  payment of the asset  management fee as well as expenses
attendant to the preparation of tax returns and reports to the Limited  Partners
and other investor servicing  obligations of the Partnerships.  Liquidity would,
however,  be adversely  affected by  unanticipated  or greater than  anticipated
operating costs. The Partnership's  liquidity could also be affected by defaults
or delays in payment of the Limited  Partners'  promissory  notes,  from which a
portion of the working capital reserves is expected to be funded.  To the extent
that working capital reserves are insufficient to satisfy the cash  requirements
of the  Partnerships,  it is anticipated  that additional  funds would be sought
through bank loans or other  institutional  financing.  The General  Partner may
also apply any cash  distributions  received from the Limited  Partnerships  for
such purposes or to replenish or increase working capital reserves.

Under the Partnership  Agreements the  Partnership  does not have the ability to
assess the Limited  Partners for  additional  capital  contributions  to provide
capital if needed by the Partnership or Limited  Partnerships.  Accordingly,  if
circumstances  arise that cause the Limited  Partnerships  to require capital in
addition to that  contributed by the Partnership  and any equity  contributed by
the general  partners of the Limited  Partnerships,  the only sources from which
such capital needs will be able to be satisfied (other than the limited reserves
available  at the  Partnership  level) will be (i)  third-party  debt  financing
(which may not be available,  if, as expected,  the Apartment Complexes owned by
the Limited Partnerships are already substantially  leveraged),  (ii) additional
equity  contributions  or  advances  of the  general  partners  of  the  Limited
Partnerships  (in this regard,  each local  general  partner is required to fund
operating  deficits,  but only for a period of two years following  construction
completion),  (iii) other  equity  sources  (which  could  adversely  affect the
Partnerships' interest in Housing Tax Credits, cash flow and/or proceeds of sale
or refinancing of the Apartment Complexes and result in adverse tax consequences
to the  Limited  Partners),  or (iv) the sale or  disposition  of the  Apartment
Complexes  (which  could have the same  adverse  effects as  discussed  in (iii)
above).  There can be no assurance  that funds from any of such sources would be
readily available in sufficient  amounts to fund the capital  requirement of the
Limited Partnerships in question.  If such funds are not available,  the Limited
Partnerships  would risk  foreclosure on their Apartment  Complexes if they were
unable to  re-negotiate  the terms of their first  mortgages  and any other debt
secured by the Apartment Complexes to the extent the capital requirements of the
Limited Partnerships relate to such debt.

The  Partnership's  capital  needs and  resources  are expected to undergo major
changes  during  their  first  several  years of  operations  as a result of the
completion of their  offerings of Units and their  acquisition  of  investments.
Thereafter,  the  Partnership's  capital  needs and resources are expected to be
relatively  stable over the  holding  periods of the  investments  except to the
extent of proceeds received in payment of promissory notes and disbursed to fund
the deferred obligations of the Partnership.

                                      14


<PAGE>


Results of Operations
- ---------------------

As of  December  31,  1995,  and March 31,  1996 the  Partnership  had  acquired
interests in 20 Limited  Partnerships.  Each of the Apartment Complexes owned by
the 20 Limited  Partnerships  receives  or is  expected  to  receive  government
assistance and each of them has received a reservation  for Housing Tax Credits.
As  of  December  31,  1995,  all  of  the  Apartment  Complexes  had  commenced
operations, as of March 31, 1996, and 1995, twenty and eighteen of the Apartment
Complexes  had  commenced  operations.  Accordingly,  the "Equity in losses from
limited partnerships" for the periods ended March 31, 1996 and 1995 reflected in
the Statement of Operations of the  Partnership is not indicative of the amounts
to be reported in future years.

As reflected on its  Statements of  Operations,  the  Partnership  had a loss of
approximately  $223,000  and  $172,000 for the three months ended March 31, 1996
and 1995, respectively. The component items of revenue and expense are discussed
below.

Revenue.  The  Partnership's  revenues  have  consisted and are  anticipated  to
consist  entirely of interest earned on Promissory  Notes and cash deposits held
in financial institutions (i) as reserves, or (ii) pending investment in Limited
Partnerships.  Interest revenue in future years will be a function of prevailing
interest  rates and the  amount of cash  balances.  It is  anticipated  that the
Partnership will maintain cash reserves in an amount not materially in excess of
the minimum amount required by its Partnership Agreement, which is 3% of capital
contributions.

Expenses.  The most significant  component of operating expenses has been and is
expected to be the Asset  Management  Fee. The Asset  Management Fee is equal to
the  greater of (i) $2,000 for each  Apartment  Complex or (ii)  0.275% of gross
proceeds,  and will be decreased or increased  annually  based on changes to the
Consumer Price Index.

Amortization  expense consist of the  amortization  over a period of 30 years of
the  Acquisition  Fee and other  expenses  attributable  to the  acquisition  of
Limited Partnership Interests.

Equity in Losses from Limited  Partnership.  The Partnership's  equity in losses
from Limited  Partnerships  is equal to 95%-99% of the  aggregate  net losses of
each  Limited  Partnership  incurred  after  admission of the  Partnership  as a
limited partner thereof.

After rent-up all Limited  Partnerships  are expected to generate  losses during
each year of operations;  this is so because, although rental income is expected
to exceed cash operating  expenses,  depreciation  and  amortization  deductions
claimed by the Limited Partnerships are expected to exceed net rental income.

The  Partnership  accounts for its investments in Local  Partnerships  using the
equity method of  accounting,  whereby The  Partnership  reduces its  investment
balance for its share of Local  Partnerships'  losses and distributions.  Losses
are not recognized to the extent that the  investment  balance would be adjusted
below zero.



                                        15


<PAGE>



Part II.  Other Information

Item 1.  Legal Proceedings

         None.


Item 6.  Exhibits and Reports on Form 8-K

1.  None.


         No reports on Form 8-K were filed  during the  quarter  ended March 31,
1996.







                                       16


<PAGE>


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

WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1

By:  WNC Tax Credit Partners IV, 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: January 20, 1999

By:  /s/ Theodore M. Paul
- -----------------------------------------------------
Theodore M. Paul  Vice President - Finance, WNC & Associates, Inc.

Date: January 20, 1999












                                      17


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000913496
<NAME>                        WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
<MULTIPLIER>                                   1
<CURRENCY>                                     US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1996
<EXCHANGE-RATE>                                1
<CASH>                                           1,337,554
<SECURITIES>                                             0
<RECEIVABLES>                                            0
<ALLOWANCES>                                             0
<INVENTORY>                                              0
<CURRENT-ASSETS>                                 1,337,554
<PP&E>                                                   0
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                   8,047,185
<CURRENT-LIABILITIES>                                    0
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                       7,267,250
<TOTAL-LIABILITY-AND-EQUITY>                     8,047,185
<SALES>                                                  0
<TOTAL-REVENUES>                                    14,887
<CGS>                                                    0
<TOTAL-COSTS>                                       17,994
<OTHER-EXPENSES>                                   219,600
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                   (222,707)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                               (222,707)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                      (222,707)
<EPS-PRIMARY>                                          (22)
<EPS-DILUTED>                                            0
        


</TABLE>


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