WNC HOUSING TAX CREDIT FUND IV L P SERIES 2
10-Q, 1996-09-10
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, 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>




Part I.  Financial Information

Item 1.  Financial Statements

        Index

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

                               INDEX TO FORM 10-Q

                       FOR THE QUARTER ENDED June 30, 1996



PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements

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

   Statement of Operations
     For the six and three months ended June 30, 1996.....................4

   Statement of Partners' Equity
     For the six months ended June 30, 1996...............................5

   Statement of Cash Flows
     For the six months ended June 30, 1996...............................6

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

   Item 2. Management's Discussion and Analysis of
     Financial Condition and Results of Operations.......................12

PART II. OTHER INFORMATION

   Item 1. Legal Proceedings.............................................15

   Item 6. Exhibits and Reports on Form 8K...............................15

   Signatures............................................................16





                                      -2-
<PAGE>




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

                                 BALANCE SHEETS
                       June 30, 1996 and December 31, 1995


                                                   1996             1995
                                                  ------           ------

                                        ASSETS

Cash and cash equivalents                     $   3,351,930   $   5,285,730
  Investment in limited
    partnerships - Note 2                        10,411,179       9,417,744
 Other assets - Note 4                                9,516          29,568
                                                     ------          ------
                                              $  13,772,625   $  14,733,042
                                                ===========      ==========

                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
 Accrued fees and expenses due to
   general partner and affiliates - Note 3   $      146,983   $     146,685
Payable to limited partnerships -Note 4           1,532,786       2,134,797
                                                  ---------       ---------
                                                  1,679,769       2,281,482
                                                  ---------       ---------


Partners' equity (deficit):
 General partner                                   (31,384)         (27,796)
 Limited partners (20,000 units
  authorized, 15,600 units issued
  and outstanding)                              12,124,240       12,479,356
                                                ----------       ----------
Total partners' equity                          12,092,856       12,451,560
                                                ----------       ----------
                                             $  13,772,625    $  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 Three and Six Months Ended June 30, 1996 and 1995

                                      1996                       1995
                                 -----------------        -----------------   

                                 Three        Six         Three        Six
                                 Months       Months      Months       Months

Interest income              $   43,408   $   94,076   $  23,903   $   32,372
                                 ------       ------      ------       ------

Operating expenses:
Amortization                      9,397       18,746       5,774       10,178
Asset management fees-Note 4     10,725       21,450       4,000       10,167
Legal and accounting              6,260        6,260       2,350        2,350
Other                             7,910       12,970       3,725        4,101
                                 ------       ------       -----        -----

Total operating expenses         34,292       59,426      15,849       26,796
                                 ------      -------      ------       ------

Income from operations            9,116       34,650       8,054        5,576

Equity in loss from
 limited partnerships          (115,800)    (353,400)    (51,780)    (120,780)
                              

Net loss                     $ (106,684)  $ (318,750)  $ (43,726)  $ (115,204)
                                =========   =========    ========    =========
                                                                 

Net loss allocated to:
  General partner            $   (1,067)  $   (3,188)  $    (437)  $   (1,152)
                                 =======      =======       =====      =======

  Limited partners           $ (105,617)  $ (315,562)  $ (43,289)  $ (114,052)
                               =========    =========    ========    =========
                                                                 

Net loss per 15,600 and 
9,253 weighted partner 
units outstanding June 30, 
1996 and 1995                $       (7)  $      (20)  $      (5)  $      (12)
                                     ===        ====          ===         ====



                                    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 Six Months Ended June 30, 1996 and 1995


For the Six Months Ended June 30, 1996

                                         General      Limited
                                         Partner      Partner       Total

Equity (deficit), December 31, 1995   $  (27,796)  $ 12,479,356  $ 12,451,560
                          

Offering expenses                           (400)       (39,554)      (39,954)

Net loss for the six months ended
 June 30, 1996                            (3,188)      (315,562)     (318,750)
                                          -------      ---------     ---------

Equity (deficit), June 30, 1996       $  (31,384)  $ 12,124,240  $ 12,092,856
                                         ========    ==========    ==========



For the Six Months Ended June 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                                9,497,405     9,497,405

Offering expenses                         (9,794)      (969,625)     (979,419)

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

Net loss for the six months ended
 June 30, 1995                            (1,152)      (114,052)     (115,204)
                                          -------      ---------     ---------

Equity (deficit), June 30, 1995       $  (20,848)  $ 12,807,110  $ 12,786,262
                                         ========    ===========   ===========
                                           

                                        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 Six Months Ended June 30, 1996 and 1995

                                                       1996            1995
                                                      ------          ------
Cash flows provided by operating activities:
  Net loss                                     $    (318,750)        (115,204)
    Adjustments to reconcile net loss to
     net cash used in operating activities:
     Equity in loss of limited partnerships          353,400          120,780
     Amortization                                     18,746           10,178
     Asset management fee                             21,450           10,167
     Change in other assets                           20,052          (11,058)
     Accrued fees and expense due to
      general partner and affiliates                   2,989             (404)
                                                      ------            -----
     Net cash provided by operating activities        97,887           14,459
                                                      ------           ------

Cash flows used by investing activities:
   Investments in limited partnerships            (1,962,889)      (1,541,656)
   Acquisition costs and fees                        (52,120)        (402,985)
   Increase in cash in escrow
                                                                     (900,000)
   Distribution from limited partnerships              3,900             -
                                                      ------           ------
  Net cash flows used by investing activities:    (2,011,109)      (2,844,641)
                                                  -----------      -----------

Cash flows provided (used) by financing activities:
  Capital contributions from partners                               9,417,405
  Collection of subscriptions receivable                               63,100
  Decrease in loan payable                                           (280,569)
  Offering costs                                     (20,578)        (962,630)
  Decrease in advances from affiliates                   -           (211,080)
                                                       ----         ---------
  Net cash provided (used) by 
   financing activities                              (20,578)       8,026,226
                                                      -------       ---------
                                                              

Net decrease in cash and cash equivalents         (1,933,800)       5,196,044
Cash and cash equivalents, beginning of period     5,285,730          720,130
Cash and cash equivalent, end of period         $  3,351,930     $  5,916,174
                                                  ===========      ===========

                                    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 Six months ended June 30, 1996 and 1995



Supplemental disclosure of noncash financing and investing activity:

During the six months ended June 30, 1996, the Partnership's Payables to Limited
Partnerships  (in  connection  with its  investments  in  limited  partnerships)
decreased by $11,527 due to various price adjuster  provisions in the respective
limited partnership agreements.


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

 During the six months  ended  June 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.











                                    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 June 30, 1996
and the results of operations and changes in cash flows for the six months ended
June 30, 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  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  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.

                                      -8-
<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 June 30, 1996 the Partnership had acquired limited  partnership  interests
in twenty limited  partnerships each of which owns one Apartment Complex.  As of
June 30, 1996,  construction  or  rehabilitation  of seventeen of the  Apartment
Complexes  had  been  completed  and  three  were  undergoing   construction  or
rehabilitation.

As of June 30, 1995 the Partnership had acquired limited  partnership  interests
in thirteen limited partnerships each of which owns one Apartment Complex. As of
June 30,  1995,  construction  or  rehabilitation  of  eleven  of the  Apartment
Complexes  had  been  completed  and  two  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 June 30, 1996 and December 31, 1995

                                                   1996                 1995
                                                  ------               ------

   Investment balance, beginning of period    $  9,417,744       $ 6,235,584
                                                   
   Investments in limited partnerships           1,360,878         3,099,425
                                                   
   Capitalized acquistion fees and costs             8,603           737,464
                                                      

   Equity in loss of limited partnerships         (353,400)         (628,521)
                                                   
   Distributions
                                                    (3,900)
   Amortization of capitalized
     acquisition costs                             (18,746)          (26,208)
                                                   --------          --------  
   Investment balance,
     end of period                            $ 10,411,179       $ 9,417,744
                                                ===========        ==========


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



                                      -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 (CONTINUED)

                                                  1996               1995
                                                 ------             ------

   Total revenue                            $  1,173,000         $  565,000
                                              ----------           --------

   Interest expense                              478,000            362,000
   Depreciation                                  432,000            163,000
   Operating expenses                            620,000            162,000
                                              ----------           --------
   Total expenses                              1,530,000            687,000
                                              ----------           --------

    Net loss                                   $(357,000)        $ (122,000)
                                                =========          =========
    Net loss allocable to the
       Partnership                          $   (353,400)        $ (120,780)
                                                =========          =========



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 six months  ended June 30, 1996 and 1995
        the Partnership incurred acquisition fees of $884 and $237,163.

        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 $21,450 and $10,167 for
        the six months ended June 30, 1996 and 1995.




                                      -10-
<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 during the six months ended
        June 30, 1996 and 1995 of $39,954 and $10,167, 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 $146,983 and $ 146, 685 at
June 30, 1996 and December 31, 1996, respectively consists of the following:

                                                      1996        1995

       Asset management fee payable,              $  80,350    $  58,900
       Acquisition fees and expenses payable,        46,827       90,344
       Advances for offering expense                 19,376
       Advances for expenses                            430       (2,559)
                                                    -------      --------
                                                  $ 146,983    $ 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.




                                      -11-
<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  $1,934,000 for the six
months  ended June 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  $2,011,000,  which consisted primarily
of  capital  contributions  to  Limited  Partnerships.  Cash  used by  financing
activities  consisted  entirely of payments for offering costs of  approximately
$20,600.  Cash was provided by the operating  activities of the  Partnership  in
aggregate  amount  of  approximately  $98,000.  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  $5,196,000 for the six
months  ended  June  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 June 30, 1995 of  approximately  $8,026,000  was sufficient to fund
the investing  activities of the Partnership during such period in the aggregate
amount  of  approximately  $2,845,000,  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.

As of December 31, 1995 and June 30, 1996 the  Partnership was indebted to WNC &
Associates, Inc. in the amount of approximately $147,000. The component items of
such  indebtedness  were as follows:  accrued  acquisition fees of approximately
$90,000  and  $47,000,   respectively,   advances  to  pay  front-end   fees  of
approximately  $0 and $19,000,  respectively,  accrued asset  management fees of
approximately  $59,000 and  $80,000,  respectively  and advances for expenses of
approximately $(2,600) and $400, respectively.

As of August 1, 1996, the  Partnership  has received and accepted  subscriptions
funds in the amount of  $15,241,000.  As of August 1, 1996,  as of June 30, 1996
and as of December 31, 1995, the Partnership had made capital  contributions  to
Limited Partnerships in the amount of approximately  $8,992,000 , $8,947,000 and
$8,342,000,   respectively,   and  had   commitments   for  additional   capital
contributions   of   approximately   $1,488,000,    $1,533,000   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.

                                      -12-
<PAGE>

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.

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.


  Results of Operations

As of June 30,  1995 and 1996 the  Partnership  had  acquired  13 and 20 Limited
Partnership  Interests,  respectively.  Each  of  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 June 30, 1995,  eleven of
the Apartment Complexes in the Partnership had commenced operations,  as of June
30,  1996,  seventeen  of the  Apartment  Complexes  had  commenced  operations.
Accordingly,  the "Equity in losses from limited  partnerships"  for the periods
ended June 30, 1995 and June 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  $316,000  and $115,000 for the six months ended June 30, 1996 and
1995,  respectively.  The  component  items of revenue and expense are discussed
below.

                                      -13-
<PAGE>


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.

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.


                                      -14-
<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 June 30, 1996.



                                      -15-
<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

Date: _____

By:_____________________________________________________
WNC & ASSOCIATES, INC.       
General Partner

Date: _____

By:_____________________________________________________
John B. Lester, Jr.  
President

Date: August 14, 1996

By:_____________________________________________________
Theodore M. Paul      
Vice President - Finance

Date: August 14, 1996

                              -16-

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1
<CURRENCY>                                     US CURRANCY
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   JUN-30-1996
<EXCHANGE-RATE>                                          1
<CASH>                                           3,351,930
<SECURITIES>                                             0
<RECEIVABLES>                                            0
<ALLOWANCES>                                             0
<INVENTORY>                                              0
<CURRENT-ASSETS>                                 3,351,930
<PP&E>                                                   0
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                  13,772,625
<CURRENT-LIABILITIES>                                    0
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                      12,092,856
<TOTAL-LIABILITY-AND-EQUITY>                    13,772,625
<SALES>                                                  0
<TOTAL-REVENUES>                                    94,076
<CGS>                                                    0
<TOTAL-COSTS>                                       59,426
<OTHER-EXPENSES>                                   353,400
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                   (318,750)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                      0
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                      (318,750)
<EPS-PRIMARY>                                          (20)
<EPS-DILUTED>                                           (0)
        


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