WNC HOUSING TAX CREDIT FUND IV L P SERIES 2
10-Q, 1998-06-02
OPERATORS OF APARTMENT BUILDINGS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended March 31, 1998

                                       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

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 March 31, 1998



PART I. FINANCIAL INFORMATION

  Item 1. Financial Statements

      Balance Sheets, March 31, 1998 and December 31, 1997.....................3

      Statement of Operations
               For the three months ended March 31, 1998 and 1997..............4

      Statement of Partners' Equity
               For the three months ended March 31, 1998 and 1997..............5

      Statement of Cash Flows
               For the three months ended March 31, 1998 and 1997..............6

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

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

  Item 3.  Quantitative and Qualitative Disclosures Above Market Risks........16


PART II. OTHER INFORMATION

  Item 1   Legal Proceedings..................................................16

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

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



<PAGE>



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

                                 BALANCE SHEETS
                      March 31, 1998 and December 31, 1997

                                                  1998                    1997
                                                  ----                    ----

                                     ASSETS

            
Cash and cash equivalents                   $    1,383,197       $    1,480,862
Investment in limited
  partnerships - Note 2                          9,510,560            9,738,583
Loans receivable                                   259,496              259,496
Due from affiliate Note 3                            7,911               18,636
Other assets                                        10,885                1,609
                                                ----------           ----------
                                                                                
                                            $   11,172,049       $   11,499,186
                                               ===========           ==========


                                  LIABILITIES AND PARTNERS' EQUITY
Liabilities:


Accrued fees and expenses due to general   
    partner and affiliates - Note 3         $        3,195       $        1,137
                                       
Payable to limited partnerships -Note 4            275,392              411,543
                                                  --------              -------
                                                   278,587              412,680
                                                  --------              -------
Partners' equity (deficit):
 General partner                                   (43,377)             (41,447)
 Limited partners (20,000 units
  authorized, 15,600 units issued
  and outstanding)                              10,936,839           11,127,953
                                               -----------           ----------
Total partners' equity                          10,893,462           11,086,506
                                                ----------           ----------
                                           $    11,172,049       $   11,499,186
                                                ===========          ==========





                                    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 Months Ended March 31, 1998 and 1997


                                                1998                    1997
                                                ----                    ----

Interest income                           $       21,520         $       24,514
                                                 -------                -------

Operating expenses:
Amortization                                      10,230                 10,160
Asset management fees - Note 3                    10,725                 10,725
Legal and accounting                               1,512                  1,700
Other                                                545                  1,275
                                                  ------                  -----

Total operating expenses                          23,012                 23,860
                                                 -------                 ------

Income from operations                            (1,492)                   654

Equity in loss from
 limited partnerships                           (191,552)              (187,500)
                                                --------               --------

Net loss                                  $     (193,044)         $    (186,846)
                                               =========              =========

Net loss allocated to:
  General partner                         $       (1,930)         $      (1,868)
                                                 =======                =======

  Limited partners                        $     (191,114)         $    (184,978)
                                                =========             =========

Net loss per 15,600 units outstanding
March 31, 1998 and 1997                   $          (12)         $         (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 Three Months Ended March 31, 1998 and 1997

<TABLE>
<CAPTION>

For the Three Months Ended March 31, 1998
                                                        General              Limited
                                                        Partner              Partner                  Total
                                                        -------              -------                  -----

<S>                                             <C>                <C>                  <C>                
Equity (deficit), December 31, 1997             $      (41,447)    $      11,127,953    $        11,086,506

Net loss for the three months ended
March 31, 1998                                          (1,930)             (191,114)              (193,044)
                                                      --------             ---------             ----------

Equity (deficit), March 31, 1998                $      (43,377)    $      10,936,839    $        10,893,462
                                                      ========           ===========             ==========




<CAPTION>

For the Three Months Ended March 31, 1997
                                                        General              Limited
                                                        Partner              Partner                  Total
                                                        -------              -------                  -----

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


Net loss for the three months ended
March 31, 1997                                          (1,868)             (184,978)              (186,846)
                                                       --------            ---------             ----------

Equity (deficit), March 31, 1997                $      (35,624)    $      11,704,368    $        11,668,744
                                                      ========            ==========             ==========


</TABLE>



                                    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 Three Months Ended March 31, 1998 and 1997

                                                       1998               1997
                                                       ----               ----
Cash flows provided by operating activities:
  Net loss                                         $    (193,044)    $ (186,846)
    Adjustments to reconcile net loss to net
       cash provided by operating activities:
        Equity in loss of limited partnerships           191,552        187,500
        Amortization                                      10,230         10,160
        Asset management fee                              10,725         10,725
        Change in other assets                            (9,276)         1,578
        Accrued fees and expense due to
         general partner and affiliates                    2,058          3,501
                                                          ------         ------
     Net cash provided by operating activities            12,245         26,618
                                                         -------         ------

Cash flows used in investing activities:
   Investments in limited partnerships                  (112,860)      (427,709)
   Acquisition costs and fees
                                                               -           (526)
   Distribution from limited partnerships                  2,950          5,163
                                                        --------        -------
  Net cash flows used by investing activities:          (109,910)      (423,072)
                                                        ---------      --------



Net decrease in cash and cash equivalents                (97,665)      (396,454)
Cash and cash equivalents, beginning of period         1,480,862      2,371,389
                                                       ---------      ---------
Cash and cash equivalent, end of period             $  1,383,197    $ 1,974,935
                                                       =========      =========

(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 Three months ended March 31, 1998 and 1997



Supplemental disclosure of noncash financing and investing activity:

During the three  months  ended March 31, 1998,  the  Partnership's  Payables to
Limited   Partnerships   (in   connection   with  its   investments  in  limited
partnerships)  decreased by $23,291 due to various price adjuster  provisions in
the respective limited partnership agreements.


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

During the three  months  ended March 31, 1997,  the  Partnership's  Payables to
Limited   Partnerships   (in   connection   with  its   investments  in  limited
partnerships)  increased by $10,394 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, 1997 (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 March 31,
1998 and the  results  of  operations  and  changes  in cash flows for the three
months ended March 31, 1998 and 1997.

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 March 31, 1998 the Partnership had acquired limited partnership  interests
in twenty one limited  partnerships each of which owns one Apartment Complex. As
of March  31,  1998,  construction  or  rehabilitation  of all of the  Apartment
Complexes had been completed.

As of March 31, 1997 the Partnership had acquired limited partnership  interests
in twenty limited  partnerships each of which owns one Apartment Complex.  As of
March 31, 1997,  construction  or  rehabilitation  of nineteen of the  Apartment
Complexes  had  been   completed  and  one  was   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 March 31, 1998 and December 31, 1997:

                                                      1998               1997
                                                      ----               ----

   Investment balance, beginning of period    $     9,738,583      $ 10,096,100
    Capital contributions to limited
   partnerships, net                                  (23,291)          194,036
   Capital contributions to be paid                                     225,720
   Capitalized acquisition fees and costs                   -             8,278
   Equity in loss of limited partnerships            (191,552)         (737,115)
   Distributions                                       (2,950)           (7,613)
   Amortization of capitalized
     acquisition costs                                (10,230)          (40,823)
                                                    ---------          --------
   Investment balance,
     end of period                            $     9,510,560     $   9,738,583
                                                    =========      ============


Selected  financial  information  from the  financial  statements of the limited
partnerships  with operations for the three months ended March 31, 1998 and 1997
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                1997
                                             ----                ----

           Total revenue              $     1,004,000       $      731,000
                                            ----------             -------

           Interest expense                    351,000              293,000
           Depreciation                        334,000              261,000
           Operating expenses                  512,000              366,000
                                              --------              -------
           Total expenses                    1,197,000              920,000
                                             ---------              -------

           Net loss                   $       (193,000)     $      (189,000)
                                             =========             ========
           Net loss allocable to the
             Partnership              $       (191,552)     $      (187,000)
                                             =========             ========

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 three  months  ended March 31, 1997 the
         Partnership incurred acquisition fees of $884. No acquisition fees were
         incurred during the three months ended March 31, 1998.

         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
         $10,725 for each three month period ended March 31, 1998 and 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 no offering costs during
         the three months ended March 31, 1998 and 1997.

         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 $3,195 and $1,137 at March
31, 1998 and December 31, 1997, consisted of advances made for operating costs.


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.

NOTE 6 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------

The Partnership is negotiating to acquire an interest in one limited partnership
which would commit the Partnership to a capital  contribution  of  approximately
$1,255,000,  of which  $259,496  had been  advanced  as of  March  31,  1998 and
December 31, 1997. The amount advanced has been presented as loans receivable in
the accompanying balance sheet.
                                       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  $97,700 for the three
months  ended March 31,  1998.  This  decrease in cash  consists of cash used by
investing of approximately $110,000 and cash provided by operating activities of
approximately  $12,000.  Cash  was  used  by  the  investing  activities  of the
Partnership during such period consisted  primarily of capital  contributions to
Limited  Partnerships  of  approximately  $113,000  offset by cash  provided  by
distributions from limited  partnerships of approximately  $3,000. 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  $396,500 for the three
months  ended March 31,  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 $423,000, which consisted primarily of capital
contributions  to Limited  Partnerships  of  approximately  $428,000,  offset by
distributions from the local limited partnerships of approximately  $5,000. 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. . As of March 31, 1998 and December 31, 1997
the  Partnership  was  indebted  to WNC &  Associates,  Inc.  in the  amount  of
approximately  $3,000  and  $1,000,  respectively.  and  consisted  entirely  of
advances for operating expenses.

As of March 31, 1998, the  Partnership  has received and accepted  subscriptions
funds in the amount of $15,600,000.

                                       13


<PAGE>


As of March 31, 1998 and  December 31, 1997,  the  Partnership  had made capital
contributions to Limited Partnerships in the amount of approximately $10,566,000
and  $10,453,000,  respectively,  and had  commitments  for  additional  capital
contributions of approximately $275,000 and $412,000, 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.

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

                                       14


<PAGE>


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  December  31,  1997 and March 31, 1998 the  Partnership  had  acquired 21
Limited Partnership  Interests.  Each of the 21 Limited Partnerships receives or
is expected to receive  government  assistance  and each of them has  received a
reservation for Housing Tax Credits. As of December 31, 1997 and March 31, 1998,
all of the Apartment Complexes in the Partnership had commenced operations.

As reflected on its  Statements of  Operations,  the  Partnership  had a loss of
approximately  $193,000 for the three months ended March 31, 1998. 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.


                                       15


<PAGE>




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


Item 3. Quantitative and Qualitative Disclosures Above Market Risks

NONE.


Part II.  Other Information

Item 1.  Legal Proceedings

NONE.

Item 6.  Exhibits and Reports on Form 8-K

1.  None.


No reports on Form 8-K were filed during the quarter ended March 31, 1998.










                                       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: June 1, 1998

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

Date: June 1, 1998












                                                                  17

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<ARTICLE>                     5

<CIK>                         0000913497
<NAME>                        WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 2
<MULTIPLIER>                                   1
<CURRENCY>                                     US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   MAR-31-1998
<EXCHANGE-RATE>                                1
<CASH>                                           1,383,197
<SECURITIES>                                             0
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                                    0
                                              0
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<INCOME-PRETAX>                                   (193,044)
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