WNC HOUSING TAX CREDIT FUND IV L P SERIES 2
10-Q, 1997-08-13
OPERATORS OF APARTMENT BUILDINGS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended June 30, 1997

                                       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 ____ No X



<PAGE>
                 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, 1997



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

  Balance Sheets, June 30, 1997 and December 31, 1996........................3

  Statement of Operations
   For the three months and six months ended June 30, 1997 and 1996..........4

  Statement of Partners' Equity
   For the six months ended June 30, 1997 and 1996...........................5

  Statement of Cash Flows
   For the six months ended June 30, 1997 and 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.....................................16

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



<PAGE>

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

                                   BALANCE SHEETS
                        June 30, 1997 and December 31, 1996

                                                     1997           1996
                                                     ----           ----

                                       ASSETS

Cash and cash equivalents                   $    1,973,556       $   2,371,389
Investment in limited
  partnerships - Note 2                          9,627,110          10,096,100
Due from affiliate Note 3                           31,750              53,200
Other assets                                         6,140              10,956
                                               -----------         -----------
                                            $   11,638,556       $  12,531,645
                                               ===========         ===========


                           LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Accrued fees and expenses due to
   general partner and affiliates - Note 3  $        9,020     $         9,339
Payable to limited partnerships -Note 4            213,415             666,716
                                               -----------         -----------
                                                   222,435             676,055
                                               -----------         -----------
Partners' equity (deficit):
 General partner                                   (38,151)            (33,756)
 Limited partners (20,000 units
  authorized, 15,600 units issued
  and outstanding)                              11,454,272          11,889,346
                                               -----------         -----------
Total partners' equity                          11,416,121          11,855,590
                                               -----------         -----------
                                            $   11,638,556      $   12,531,645
                                               ===========         ===========



                                    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,  1997 and 1996

                                         1997                     1996
                                         ----                     ----
                                  Three        Six         Three        Six
                                  Months       Months      Months       Months

Interest income              $   18,975   $    43,489   $  43,408   $   94,076
                               --------      --------    --------     --------

Operating expenses:
Amortization                     10,203        20,363       9,397       18,746
Asset management fees - Note 4   10,725        21,450      10,725       21,450
Legal and accounting              5,063         6,763       6,260        6,260
Other                             7,907         9,182       7,910       12,970
                               --------      --------    --------     --------
                                                                           

Total operating expenses         33,898        57,758      34,292       59,426
                               --------      --------    --------     --------

Income from operations          (14,923)      (14,269)      9,116       34,650

Equity in loss from
 limited partnerships          (237,700)     (425,200)   (115,800)    (353,400)
                              ---------      --------    --------     --------

Net loss                     $ (252,623)  $  (439,469)  $(106,684)  $ (318,750)
                              =========      ========    ========     ========

Net loss allocated to:
  General partner            $   (2,526)       (4,395)     (1,067)      (3,188)
                              =========      ========    ========     ========

  Limited partners           $ (250,097)     (435,074)   (105,617)    (315,562)
                              =========      ========    ========     ========

Net loss per 15,600 units outstanding
June 30, 1997 and 1996       $      (16)   $      (28)   $     (7)   $     (20)
                              ==========     ========     =======     ======== 


                                       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, 1997 and 1996


For the Six  Months Ended June 30, 1997
                                         General        Limited
                                         Partner        Partner        Total

Equity (deficit), December 31, 1996  $  (33,756)  $  11,889,346   $ 11,855,590

Net loss for the six months ended
  June 30, 1997                          (4,395)       (435,074)      (439,469)
                                      ---------      ----------    -----------

Equity (deficit), June 30, 1997      $  (38,151)  $  11,454,272   $ 11,416,121
                                      =========     ===========    ===========



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
                                       ========     ===========    ===========




                                      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, 1997 and 1996

                                                      1997              1996
                                                      ----              ----
Cash flows provided by operating activities:
 Net loss                                     $     (439,469)   $     (318,750)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
   Equity in loss of limited partnerships            425,200           353,400
   Amortization                                       20,363            18,746
   Asset management fee                               21,450            21,450
   Change in other assets                              4,816            20,052
   Accrued fees and expense due
    to general partner and affiliates                   (319)            2,989
                                                  ----------        ----------
                                                                               
  Net cash provided by operating activities           32,041            97,887
                                                  ----------        ----------

Cash flows used in investing activities:
   Investments in limited partnerships              (427,709)       (1,962,889)
   Acquisition costs and fees                         (8,278)          (52,120)
   Distribution from limited partnerships              6,113             3,900
                                                  ----------        ----------
  Net cash flows used by investing activities:      (429,874)       (2,011,109)
                                                  ----------        ----------

Cash flows used in financing activities:
  Offering costs                                           -           (20,578)
                                                  ----------        ----------

Net decrease in cash and cash equivalents           (397,833)       (1,933,800)
Cash and cash equivalents, beginning of period     2,371,389         5,285,730
                                                  ----------        ----------

Cash and cash equivalent, end of period       $    1,973,556    $    3,351,930
                                                  ==========        ==========

Continued

                                    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, 1997 and 1996



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

During the six months ended June 30, 1997, the Partnership's payables to Limited
Partnerships  (in  connection  with its  investments  in  limited  partnerships)
decreased by $25,592 due to various price adjuster  provisions in the respective
limited partnership agreements.



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

 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.


















                                     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, 1996 (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, 1997
and the results of operations and changes in cash flows for the six months ended
June 30, 1997 and 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

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


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 June 30, 1997 the Partnership had acquired limited  partnership  interests
in twenty limited  partnerships each of which owns one Apartment Complex.  As of
June 30, 1997,  construction or rehabilitation of all of the Apartment Complexes
had been completed.

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.

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, 1997 and December 31, 1996:

                                                  1997                  1996
                                                  ----                  ----

 Investment balance, beginning of period    $  10,096,100        $   9,417,744
 Investments in limited partnerships              (25,592)           1,325,649
 Capitalized acquisition fees and costs             8,278               25,347
 Equity in loss of limited partnerships          (425,200)            (628,631)
 Distributions                                     (6,113)              (3,900)
 Amortization of capitalized
   acquisition costs                              (20,363)             (40,109)
                                               ----------            ---------
 Investment balance,
   end of period                             $  9,627,110         $ 10,096,100
                                               ==========           ==========



Selected  financial  information  from the  financial  statements of the limited
partnerships  with operations for the six months ended June 30, 1997 and 1996 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)

                                                1997                1996
                                                ----                ----

   Total revenue                       $     1,430,000        $      1,173,000
                                            ----------              ----------

   Interest expense                            598,000                 478,000
   Depreciation                                522,000                 432,000
   Operating expenses                          740,000                 620,000
                                            ----------              ----------
   Total expenses                            1,860,000               1,530,000
                                            -----------             ----------

   Net loss                            $      (430,000)       $       (357,000)
                                            ==========              ==========
   Net loss allocable to the
     Partnership                       $      (425,200)       $       (353,400)
                                            ==========              ==========

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.  Through  June 30, 1997 and  December  31, 1996 the
         Partnership has incurred acquisition fees of $1,058,950.

         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 incurred management fees of
         $21,450,  $42,900,  $42,900, and $16,000 for the periods ended June 30,
         1997, December 31, 1996, 1995 and 1995,  respectively.  The Partnership
         paid  $155,000 of such fees to the General  Partner.  Such over payment
         resulted in amounts due from the General Partner totaling $31,750 as of
         June 30, 1997.

                                           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
         six months ended June 30, 1996 of $39,954.

         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 $9,020 and $9,339 at June
30, 1997 and  December  31,  1996,  respectively  consists of Advances  made for
acquisition costs, organizational, offering and selling expenses.  

  
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  $398,000  for the six
months  ended June 30,  1997.  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  430,000,  which  consisted  of cash used in
capital  contributions to Limited  Partnerships and acquisition fees and expense
of  approximately  $428,000  and  8,000,   respectively  and  cash  provided  by
distributions of approximately  $6,000. 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
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 investing and 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
of capital  contributions to Limited Partnerships and acquisition costs and fees
of  approximately  $1,963,000  and $52,000,  respectively  and cash  provided by
distributions  from local limited  partnerships of approximately  $4,000.  Cash
used by  financing  activities  consisted  of  payments  for  offering  costs of
approximately  $20,500 and decrease in advances from  affiliates.  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, 1996 and June 30, 1997 the  Partnership was indebted to WNC &
Associates, Inc. in the amount of approximately $9,000 and $9,300, respectively.
Such  indebtedness  was advances to pay front-end fees.

As of June 30, 1997,  the  Partnership  has received and accepted  subscriptions
funds in the amount of  $15,600,000.  As of June 30, 1997 and as of December 31,
1996, the Partnership had made capital  contributions to Limited Partnerships in
the amount of approximately  $10,206,000 and $9,778,000,  respectively,  and had
commitments for additional capital  contributions of approximately  $213,000 and
$667,000, 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

                                      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 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.

 


                                      14


<PAGE>
 Results of Operations

As of  December  31,  1996 and June 30,  1997 the  Partnership  had  acquired 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, 1997, all of the
Apartment Complexes in the Partnership had commenced operations, the most recent
one in March 1997. Accordingly, the "Equity in losses from limited partnerships"
for the  periods  ended June 30, 1997 and 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  $439,000 for the six months ended June 30,  1997.  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.

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.







                                       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 June 30,
1997.









                                      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 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: August 13, 1997

By:    /s/ Theodore M. Paul
- -----------------------------------------------------
Theodore M. Paul,  Vice President - Finance

Date: August 13, 1997









                                       17

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000913497
<NAME>                        WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 3
<MULTIPLIER>                                   1
<CURRENCY>                                     US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   JUN-30-1997
<EXCHANGE-RATE>                                1
<CASH>                                           1,973,556
<SECURITIES>                                             0
<RECEIVABLES>                                            0
<ALLOWANCES>                                             0
<INVENTORY>                                              0
<CURRENT-ASSETS>                                  1,973,556
<PP&E>                                                   0
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                  11,638,556
<CURRENT-LIABILITIES>                                    0
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                      11,416,121
<TOTAL-LIABILITY-AND-EQUITY>                    11,638,556
<SALES>                                                  0
<TOTAL-REVENUES>                                    43,489
<CGS>                                                    0
<TOTAL-COSTS>                                       57,758
<OTHER-EXPENSES>                                         0
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                   (439,469)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                               (439,469)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                      (439,469)
<EPS-PRIMARY>                                           28
<EPS-DILUTED>                                            0
        



</TABLE>


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