WNC HOUSING TAX CREDIT FUND IV L P SERIES 2
10-Q, 1996-11-14
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 September 30, 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: 0-28370


                 WNC Housing Tax Credit Fund IV, L.P. - Series 2

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

California                                                   33-0596399

WNC Housing Tax Credit Fund IV, L.P. - Series 2
3158 Redhill Avenue, Suite 120, Costa Mesa, CA  92626
(714) 622-5565


         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 X No ____



<PAGE>




                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2
                       (a California Limited Partnership)

                               INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED September 30, 1996



PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements

     Balance Sheets, September 30, 1996 and December 31, 1995..................3

     Statement of Operations
       For the nine and three months ended September 30, 1996..................4

     Statement of Partners' Equity
       For the nine months ended September 30, 1996............................5

     Statement of Cash Flows
       For the nine months ended September 30, 1996............................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.............................18

         Signatures...........................................................19



<PAGE>



Financial Statements

                 WNC HOUSING TAX CREDIT FUND IV, L.P. - SERIES 2
                       (A California Limited Partnership)

                                 BALANCE SHEETS
                    September 30, 1996 and December 31, 1995

                                               1996                     1995    
                                               ----                     ----

                                ASSETS

Cash and cash equivalents                 $  2,566,803              $  5,285,730
 Investment in limited
 partnerships - Note 2                      10,156,310                 9,417,744
 Other assets                                    8,651                    29,568
                                                 -----                    ------
                                          $ 12,731,764              $ 14,733,042
                                            ==========                ==========


                        LIABILITIES AND PARTNERS' EQUITY
Liabilities:
 Accrued fees and expenses due to
  general partner and affiliates - Note 3 $     11,075             $     146,685
Payable to limited partnerships -Note 4        808,968                 2,134,797
                                               -------                 ---------
                                               820,043                 2,281,482
                                               -------                 ---------
Partners' equity (deficit):
 General partner                              (33,194)                  (27,796)
 Limited partners (20,000 units
  authorized, 15,600 units issued
  and outstanding)                          11,944,915                12,479,356
                                            ----------                ----------
Total partners' equity                      11,911,721                12,451,560
                                            ----------                ----------
                                          $ 12,731,764             $  14,733,042
                                            ==========                ==========






                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                       3

<PAGE>



                 WNC HOUSING TAX CREDIT FUND IV, L.P. - SERIES 2
                       (A California Limited Partnership)

                         STATEMENT OF OPERATIONS 
         For the hree and Nine Months Ended September 30, 1996 and 1995

                                              1996                    1995   
                                              ----                    ----

                                Three          Nine         Three        Nine
                                Months         Months       Months       Months

Interest income              $  36,865      $ 130,941     $  92,377   $  124,749
                               -------        -------       -------      -------

Operating expenses:
Amortization                    11,300         30,046         7,047       17,225
Asset management fees - Note 4  10,725         32,175         6,666       16,833
Interest expense                                5,350        39,148       39,148
Legal and accounting                 -          6,260             -        2,350
Other                              616          8,236         2,941        7,042
                                   ---          -----         -----        -----
                                   
Total operating expenses        22,641         82,067        55,802       82,598
                                ------         ------        ------       ------

Income from operations          14,224         48,874        36,575       42,151

Equity in loss from
 limited partnerships        (212,600)      (566,000)       (45,720)   (166,500)
                             ---------      ---------       --------   ---------

Net loss                    $(198,376)     $(517,126)       $(9,145)   $124,349)
                             =========      =========        =======    ========

Net loss allocated to:
  General partner           $  (1,984)        (5,171)           (91)     (1,243)
                               =======        =======           ====     =======
   
Limited partners            $(196,392)      (511,955)        (9,054)   (123,106)
                             =========       ========         ======    ========

Net loss per 15,600 and 
11,363 weighted partner
units outstanding
September 30, 1996 and 1995 $    (13)        $   (33)         $   (1)    $  (11)
                                 ====            ====             ===       ====
                                                                               


                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                       4
<PAGE>




                 WNC HOUSING TAX CREDIT FUND IV, L.P. - SERIES 2
                       (A California Limited Partnership)
                          STATEMENT OF PARTNERS' EQUITY

              For the Nine Months Ended September 30, 1996 and 1995


For the  Nine Months Ended September 30, 1996
                                         General         Limited
                                         Partner         Partner        Total
 
Equity (deficit), December 31, 1995   $ (27,796)     $ 12,479,356   $ 12,451,560

Offering expenses                          (227)         (22,486)       (22,713)

Net loss for the nine months ended
 September 30, 1996                      (5,171)         (511,955)     (517,126)
                                         -------         ---------     ---------

Equity (deficit), September 30, 1996  $ (33,194)     $  11,944,915  $ 11,911,721
                                        ========        ==========    ==========



For the  Nine Months Ended September 30, 1995
                                         General          Limited
                                         Partner          Partner       Total

Equity (deficit), December 31, 1994    $ (9,902)     $   4,473,382   $ 4,463,480

Capital contributions (20,000 units
authorized 9,856 units issued and
outstanding                                              9,593,000     9,593,000

Offering expenses                       (11,675)       (1,155,846)   (1,167,521)

Capital issued for notes receivable                       (80,000)      (80,000)

Net loss for the nine months ended
 September 30, 1995                      (1,243)         (123,106)     (124,349)
                                         -------         ---------     ---------

Equity (deficit), September 30, 1995   $(22,820)     $  12,707,430   $12,684,610
                                        ========        ==========    ==========



                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                       5
<PAGE>



                 WNC HOUSING TAX CREDIT FUND IV, L.P. - SERIES 2
                       (A California Limited Partnership)

                      STATEMENT OF CASH FLOWS For the Nine
                    Months Ended September 30, 1996 and 1995

                                                     1996                 1995
                                                     ----                 ----
Cash flows provided by operating activities:
 Net loss                                         $ (517,126)        $ (124,349)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
     Equity in loss of limited partnerships           566,000            166,500
     Amortization                                      30,046             17,225
     Asset management fee                            (47,825)             16,833
     Change in other assets                            20,917           (48,729)
     Accrued fees and expense due to
     general partner and affiliates                      2559              (404)
  Net cash operating activities                        54,571             27,076
                                                      -------             ------

Cash flows used by investing activities:
   Investments in limited partnerships             (2,651,479)       (2,435,539)
   Acquisition costs and fees                        (103,206)         (780,548)
   Increase in cash in escrow                                          (900,000)
   Distribution from limited partnerships                3,900                 -
                                                         -----             -----
   Net cash flows used by investing activities:    (2,750,785)       (4,116,087)
                                                   -----------       -----------

Cash flows provided (used) by financing activities:
  Capital contributions from partners                                  9,674,000
  Collection of subscriptions receivable                                 597,100
  Decrease in loan payable                                             (280,569)
  Offering costs                                      (22,713)       (1,278,501)
  Decrease in advances from affiliates                      -          (214,302)
                                                       --------        ---------
  Net cash provided (used) by financing activities    (22,713)         8,497,728
                                                      --------         ---------

Net decrease in cash and cash equivalents          (2,718,927)         4,408,717
Cash and cash equivalents, beginning of period       5,285,730           720,130
                                                    ----------           -------
Cash and cash equivalent, end of period            $ 2,566,803       $ 5,128,847
                                                     =========         =========

                                    UNAUDITED
                 See Accompanying Notes to Financial Statements


                                       6
<PAGE>


                 WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2
                       (A California Limited Partnership)

                       STATEMENT OF CASH FLOWS - CONTINUED

              For the Nine months ended September 30, 1996 and 1995



Supplemental disclosure of noncash financing and investing activity:

During the nine months ended September 30, 1996, the  Partnership's  Payables to
Limited   Partnerships   (in   connection   with  its   investments  in  limited
partnerships)  decreased by $46,755 due to various price adjuster  provisions in
the respective limited partnership agreements and increased by $1,372,405 due to
acquisitions  of limited  partnership  interest.  This  results in a net noncash
change in the Partnership's payables to limited partnerships of $1,325,650. .


- --------------------------------------------------------------------------------

 During the nine months ended September 30, 1995, the Partnership's  Payables to
Limited   Partnerships   (in   connection   with  its   investments  in  limited
partnerships)  decreased by $135,360 due to various price adjuster provisions in
the respective  limited  partnership  agreements and increased by $3,234784 less
deposits of $880,760 due to acquisitions of limited partnership  interest.  This
results  in a net  noncash  change  in the  Partnership's  payables  to  limited
partnerships of $2,218,664















                                    UNAUDITED
                 See Accompanying Notes to Financial Statements


                                       7

<PAGE>


                 WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2
                       (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 2 (the  "Partnership")  was formed
under the California Revised Limited  Partnership Act on September 27, 1993, and
commenced  operations  on July 18, 1995.  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 70% of the outstanding  stock of WNC & Associates,
Inc. John B. Lester,  Jr. is the original limited partner of the Partnership and
owns,  through the Lester Family Trust,  30% 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 (audited).

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 September 30,
1996 and the results of operations and changes in cash flows for the nine months
ended September 30, 1996 and 1995.

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  will  be  allocated  the  remaining  99% of  these  items  in
proportion to their respective investments.

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
                                       8
<PAGE>


                 WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2
                       (A California Limited Partnership)

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

 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.

                                       9
<PAGE>


                 WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2
                       (A California Limited Partnership)

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED



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

As of  September  30, 1996 the  Partnership  had  acquired  limited  partnership
interests  in  twenty  limited  partnerships  each of which  owns one  Apartment
Complex. As of September 30, 1996, construction or rehabilitation of nineteen of
the  Apartment   Complexes  had  been   completed  and  three  were   undergoing
construction or rehabilitation.

As of  September  30, 1995 the  Partnership  had  acquired  limited  partnership
interests in seventeen  limited  partnerships  each of which owns one  Apartment
Complex. As of September 30, 1995, construction or rehabilitation of thirteen of
the Apartment Complexes had been completed and four were undergoing construction
or rehabilitation.

The Partnership,  as a limited partner,  is entitled to 95% to 99%, as specified
in the  partnership  agreements,  of the  operating  profits  and  losses of the
limited  partnerships upon the acquisition of its limited partnership  interest.
Following is a summary of the  components of investment in limited  partnerships
as of September 30, 1996 and December 31, 1995

                                                     1996               1995 
                                                     ----               ---- 

 Investment balance, beginning of period       $  9,417,744        $  6,235,584
 Investments in limited partnerships              1,325,650           3,099,425
 Capitalized acquisition fees and costs              12,862             737,464

 Equity in loss of limited partnerships            (566,000)           (628,521)
 Distributions                                       (3,900)
 Amortization of capitalized
   acquisition costs                               (30,046)            (26,208)
                                                   --------            --------
 Investment balance,
   end of period                                $ 10,156,310         $ 9,417,744
                                                  ===========          =========



Selected  financial  information  from the  financial  statements of the limited
partnerships  with  operations for the nine months ended  September 30, 1996 and
1995 is as follows (rounded to the nearest thousand):

                                       10
<PAGE>



                 WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2
                       (A California Limited Partnership)

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)

                                                  1996                   1995
                                                  ----                   ----

         Total revenue                         $ 1,813,000          $    996,000
                                                 ---------               -------

         Interest expense                          623,000               252,000
         Depreciation                              842,000               346,000
         Operating expenses                        920,000               568,000
                                                  --------               -------
         Total expenses                          2,385,000             1,166,000
                                                 ---------             ---------

         Net loss                             $  (572,000)          $ ($170,000)
                                                 =========            ==========
         Net loss allocable to the
           Partnership                        $  (566,000)          $  (166,500)
                                                 =========             =========



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 up to 8% of the  gross  proceeds  from the sale of
         Partnership units.  During the nine months ended September 30, 1996 and
         1995 the Partnership incurred acquisition fees of $884 and $547,786.

         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 $32,175
         and $16,833 for the nine months ended September 30, 1996 and 1995.

                                       11
<PAGE>


                 WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2
                       (A California Limited Partnership)

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED

NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)

         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 incurred offering costs during the
         nine  months  ended  September  30, 1996 of  $22,713.  The  Partnership
         incurred  offering  and selling  expenses  during the nine months ended
         September 30, 1995 of $590,667 and $576,854, 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.

Advances  and fees  payable due to general  partner of $11,075 and $ 146, 685 at
September  30,  1996  and  December  31,  1996,  respectively  consists  of  the
following:

                                                      1996                1995
                                                      ----                ----

        Asset management fee payable,              $11,075              $ 58,900
        Acquisition fees and expenses payable            0                90,344
        Advances for expenses                            0               (2,559)
                                                   -------               -------
                                                   $11,075              $146,685
                                                    ======               =======

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 2 (the  Partnership) is a
California Limited  Partnership formed under the laws of the State of California
on September  27, 1993,  and  commenced  operations  on July 18, 1995 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 26, 1996


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  $2,719,000 for the nine
months ended  September 30, 1996. This decrease in cash consists of cash used by
investing and financing  activities  and cash provided by operating  activities.
Cash was used by the investing  activities of the Partnership during such period
in the aggregate amount of approximately  $2,751,000,  which consisted primarily
of  capital  contributions  to  Limited  Partnerships.  Cash  used by  financing
activities  consisted  entirely of payments for offering costs of  approximately
$23,000.  Cash was provided by the operating  activities of the  Partnership  in
aggregate  amount  of  approximately  $55,000.  Cash  provided  from  operations
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  $4,409,000 for the nine
months  ended  September  30,  1995.  This  increase in cash was provided by the
Partnership's financing activities, including the proceeds from the offering and
short term indebtedness  described below. Cash from financing activities for the
period ended  September 30, 1995 of  approximately  $8,498,000 was sufficient to
fund the  investing  activities  of the  Partnership  during  such period in the
aggregate  amount of  approximately  $4,116,000,  which  consisted  primarily of
capital  contributions  to Limited  Partnerships.  Cash provided and used by the
operating  activities  of the  Partnership  was  minimal  compared  to its other
activities.  Cash  provided  from  operations  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.

  
                                       13
<PAGE>

                                     
As of December 31, 1995 and September 30, 1996 the  Partnership  was indebted to
WNC &  Associates,  Inc. in the amount of  approximately  $147,000  and $11,000,
respectively.  The component items of such indebtedness were as follows: accrued
acquisition fees of approximately $90,000 and $0, respectively,  advances to pay
front-end  fees of  approximately  $0 and $19,000,  respectively,  accrued asset
management fees of approximately $59,000 and $11,000,  respectively and advances
for expenses of approximately $(2,600) and $0, respectively.

As of August 1, 1996, the  Partnership  has received and accepted  subscriptions
funds in the amount of $15,600,000.  As of November 1, 1996, as of September 30,
1996 and as of December 31, 1995, the Partnership had made capital contributions
to Limited  Partnerships in the amount of approximately  $9,881,000 , $9,636,000
and  $8,342,000,  respectively,  and  had  commitments  for  additional  capital
contributions of approximately $564,000, $809,000 and $994,000, respectively.

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
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 Partnership.  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  Partnership,  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.

                                       14
<PAGE>

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
Partnership's 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.

                                       15
<PAGE>

  Results of Operations

As of September  30, 1995 and 1996 the  Partnership  had acquired  seventeen and
twenty Limited Partnership Interests,  respectively.  Each of the twenty Limited
Partnerships  receives or is expected to receive government  assistance and each
of them has received a reservation for Housing Tax Credits.  
                                     
As of September 30, 1995, thirteen of the Apartment Complexes in the Partnership
had commenced  operations,  as of September 30, 1996,  nineteen of the Apartment
Complexes  had  commenced  operations.  Accordingly,  the "Equity in losses from
limited partnerships" for the periods ended September 30, 1995 and September 30,
1996  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 $517,000 and $124,000 for the nine months ended September 30, 1996
and 1995, respectively. The component items of revenue and expense are discussed
below.

Revenue.  The Partnership's  revenues  consisted  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  was 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.

                                       16
<PAGE>

Because of the  amounts of the Asset  Management  Fee and  amortization  expense
primarily are determined by the gross proceeds from the offering, the number and
size of Apartment  Complexes and the number of investors,  until  termination of
the Offering and investment of the net proceeds therefrom the Partnership cannot
predict with any accuracy what these amounts will be.

Equity in Losses from Limited  Partnership.  The Partnership's  equity in losses
from Limited  Partnerships  is equal to 96%-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.

                                       17
<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  September
30, 1996.
                                       18
<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 2

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

Date: November 13, 1996

By:  /S/Theodore M. Paul 
Theodore M. Paul  Vice President - Finance

Date: November 13, 1996





                                       19

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         913497
<NAME>                        WNC HOUSING TAX CREDIT FUND IV, L.P. SERIES 2
<MULTIPLIER>                                   1
<CURRENCY>                                     US CURRENCY
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   SEP-30-1996
<EXCHANGE-RATE>                                1
<CASH>                                          2,566,803
<SECURITIES>                                            0
<RECEIVABLES>                                           0
<ALLOWANCES>                                            0
<INVENTORY>                                             0
<CURRENT-ASSETS>                                2,566,803
<PP&E>                                                  0
<DEPRECIATION>                                          0
<TOTAL-ASSETS>                                 12,731,764
<CURRENT-LIABILITIES>                                   0
<BONDS>                                                 0
                                   0
                                             0
<COMMON>                                                0
<OTHER-SE>                                     11,911,721
<TOTAL-LIABILITY-AND-EQUITY>                   12,731,764
<SALES>                                                 0
<TOTAL-REVENUES>                                  130,941
<CGS>                                                   0
<TOTAL-COSTS>                                      76,717
<OTHER-EXPENSES>                                  566,000
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                  5,350
<INCOME-PRETAX>                                  (517,126)
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                              (517,126)
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                     (517,126)
<EPS-PRIMARY>                                         (33)
<EPS-DILUTED>                                           0
        


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