WNC HOUSING TAX CREDIT FUND IV L P SERIES 2
10-Q, 2001-01-17
OPERATORS OF APARTMENT BUILDINGS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                For the quarterly period ended September 30, 2000

                                       OR

           o 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

California                                                           33-0596399
State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization                                Identification No.)


              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 September 30, 2000


PART I. FINANCIAL INFORMATION

 Item 1. Financial Statements

   Balance Sheets, September 30, 2000 and March 31, 2000.....................3

   Statements of Operations
            For the three and six months ended September 30, 2000 and 1999...4

   Statement of Partners' Equity (Deficit)
            For the six months ended September 30, 2000......................5

   Statements of Cash Flows
            For the six months ended September 30, 2000 and 1999.............6

   Notes to Financial Statements.............................................7

 Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations.....................14

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


PART II. OTHER INFORMATION

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

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

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





                                       2

<PAGE>
                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2
                       (A California Limited Partnership)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>




                                                                 September 30, 2000                March 31, 2000
                                                              ------------------------          --------------------
                                                                    (unaudited)
ASSETS
<S>                                                         <C>                               <C>
Cash and cash equivalents                                   $                127,273          $            180,133
Investments in limited partnerships, net (Note 3)                          7,918,112                     8,311,454
Other assets                                                                     998                           998
                                                              ------------------------          --------------------

                                                            $              8,046,383          $          8,492,585
                                                              ========================          ====================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
 Accrued expenses                                           $                 86,965          $             86,965
 Accrued fees and expenses due to General Partner
  and affiliates (Note 4)                                                     93,219                        72,598
                                                              ------------------------          --------------------

         Total Liabilities                                                   180,184                       159,563
                                                              ------------------------          --------------------

Partners' equity (deficit):
 General partner                                                             (73,650)                      (68,982)
 Limited partners (20,000 units authorized,
  15,600 units issued and outstanding)                                     7,939,849                     8,402,004
                                                                                                --------------------
                                                              ------------------------
Total partners' equity                                                     7,866,199                     8,333,022
                                                              ------------------------          --------------------

                                                            $              8,046,383          $          8,492,585
                                                              ========================          ====================
</TABLE>

                 See accompanying notes to financial statements
                                        3


<PAGE>
                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2
                       (A California Limited Partnership)

                            STATEMENTS OF OPERATIONS

         For the Three and Six Months Ended September 30, 2000 and 1999
                                   (unaudited)
<TABLE>
<CAPTION>
                                                     2000                               1999
                                         ------------------------------    --------------------------------

                                           Three             Six              Three              Six
                                           Months           Months            Months            Months
                                         ------------    --------------    -------------     --------------
<S>                                    <C>             <C>               <C>               <C>
Interest income                        $      1,879    $        4,240    $       3,875     $        8,323
                                         ------------    --------------    -------------     --------------

Operating expenses:
 Amortization                                10,234            20,468           10,234             20,464
 Asset management fees (Note 3)              11,000            22,000           10,725             21,450
 Other                                       34,717            55,721           14,381             20,888
                                         ------------    --------------    -------------     --------------

      Total operating expenses               55,951            98,189           35,340             62,802
                                         ------------    --------------    -------------     --------------

Loss from operations                        (54,072)          (93,949)         (31,465)           (54,479)

Equity in losses of
 limited partnerships (Note 2)             (186,437)         (372,874)        (156,769)          (313,538)
                                         ------------    --------------    -------------     --------------

Net loss                               $   (240,509)   $     (466,823)   $    (188,234)    $     (368,017)
                                         ============    ==============    =============     ==============

Net loss allocated to:
 General partner                       $     (2,405)   $       (4,668)   $      (1,882)    $       (3,680)
                                         ============    ==============    =============     ==============

 Limited partners                      $   (238,104)   $     (462,155)   $    (186,352)    $     (364,337)
                                         ============    ==============    =============     ==============

Net loss per weighted limited
 partnership  unit                     $        (15)   $          (30)   $         (12)    $          (23)
                                         ============    ==============    =============     ==============

Outstanding weighted limited
 partner units                               15,600            15,600           15,600             15,600
                                         ============    ==============    =============     ==============
</TABLE>

                 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 (DEFICIT)

                   For the Six Months Ended September 30, 2000
                                   (unaudited)
<TABLE>
<CAPTION>

                                                        General             Limited
                                                        Partner             Partners              Total
                                                     --------------      ----------------     ---------------

<S>                                                <C>                 <C>                  <C>
Partners' equity (deficit) at                      $      (68,982)     $     8,402,004      $     8,333,022
March 31, 2000

Net loss                                                   (4,668)            (462,155)            (466,823)
                                                     --------------      ----------------     ---------------

Partners' equity (deficit) at
September 30, 2000                                 $      (73,650)     $     7,939,849      $     7,866,199
                                                     ==============      ================     ===============


</TABLE>

                 See accompanying notes to financial statements
                                        5






<PAGE>
                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS

              For the Six Months Ended September 30, 2000 and 1999
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                          2000                   1999
                                                                    -----------------      -----------------
<S>                                                               <C>                    <C>
Cash flows from operating activities:
 Net loss                                                         $        (466,823)     $        (368,017)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Amortization                                                             20,468                 20,464
    Equity in losses of limited partnerships                                372,874                313,538
    Change in asset management fees payable                                  18,250                 21,450
    Change in accrued fees and expenses due
     to General Partner and affiliates                                        2,371                    689
                                                                    -----------------      -----------------
     Net cash used in operating activities                                  (52,860)               (11,876)
                                                                    -----------------      -----------------
Cash flows from investing activities:
 Investment in limited partnerships                                               -               (246,020)
                                                                    -----------------      -----------------
 Net cash used in investing activities:                                           -               (246,020)
                                                                    -----------------      -----------------

Net decrease in cash and cash equivalents                                   (52,860)              (257,896)

Cash and cash equivalents, beginning of period                              180,133                552,348
                                                                    -----------------      -----------------

Cash and cash equivalents, end of period                          $         127,273      $         294,452
                                                                    =================      =================

</TABLE>


                 See accompanying notes to financial statements
                                        6

<PAGE>
                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2000
                                   (unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying condensed consolidated unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the  instructions  to Form  10-Q for  quarterly
reports  under  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and six months ended September 30, 2000 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  March  31,  2001.  For  further  information,  refer  to  the  financial
statements and footnotes thereto included in the Partnership's  annual report on
Form 10-K for the fiscal year ended March 31, 2000.

Organization

WNC Housing Tax Credit Fund IV, L.P., Series 2 (the "Partnership") was formed on
September  27,  1993  under the laws of the state of  California  and  commenced
operations on July 18, 1994. The Partnership  was formed to invest  primarily in
other limited  partnerships  (the "Local  Limited  Partnerships")  which own and
operate multi-family housing complexes (the "Housing Complex") that are eligible
for low income housing  credits.  The local general partners (the "Local General
Partners")  of  each  Local  Limited   Partnership  retain   responsibility  for
maintaining, operating and managing the Housing Complex.

The  general  partner  is WNC  Tax  Credit  Partners,  IV,  L.P.  (the  "General
Partner"), a California limited partnership.  WNC & Associates,  Inc. ("WNC") is
the general partner of the General Partner.  Wilfred N. Cooper, Sr., through the
Cooper  Revocable  Trust,  owns 66.8% of the  outstanding  stock of WNC. John B.
Lester,  Jr.  was the  original  limited  partner of the  Partnership  and owns,
through the Lester Family Trust,  28.6% of the outstanding stock of WNC. Wilfred
N. Cooper, Jr., President of WNC, owns 2.1% of the outstanding stock of WNC.

The Partnership Agreement authorized the sale of 20,000 units at $1,000 per unit
("Units").  The  offering of Units  concluded  in July 1995 at which time 15,600
Units representing subscriptions,  net of discounts for volume purchases of more
than 100 units,  in the amount of  $15,241,000  had been  accepted.  The General
Partner has a 1% interest in operating  profits and losses,  taxable  income and
losses,  cash available for  distribution  from the Partnership and tax credits.
The limited  partners  will be  allocated  the  remaining  99% of these items in
proportion to their respective investments.

After the limited partners have received proceeds from sale or refinancing equal
to their capital contributions and their return on investment (as defined in the
Partnership  Agreement) and the General  Partner has received  proceeds equal to
its capital contributions and a subordinated disposition fee from the remainder,
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.

                                       7

<PAGE>
                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000
                                   (unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risks and Uncertainties

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multi-unit  residential  real estate.  Some of these
risks  are that the low  income  housing  credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes  receive  government  financing  or operating  subsidies,  they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations.  The Housing Complexes are or will be subject
to  mortgage  indebtedness.  If a Local  Limited  Partnership  does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex  and low  income  housing  credits.  As a limited  partner  of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local  Limited  Partnerships,  and will rely totally on the
Local General  Partners of the Local Limited  Partnerships for management of the
Local Limited Partnerships.  The value of the Partnership's  investments will be
subject  to  changes  in  national  and  local  economic  conditions,  including
unemployment  conditions,  which could adversely  impact vacancy levels,  rental
payment  defaults and operating  expenses.  This, in turn,  could  substantially
increase  the  risk of  operating  losses  for  the  Housing  Complexes  and the
Partnership.  In addition,  each Local Limited  Partnership  is subject to risks
relating  to  environmental   hazards  and  natural  disasters  which  might  be
uninsurable. Because the Partnership's operations will depend on these and other
factors  beyond  the  control  of the  General  Partner  and the  Local  General
Partners,  there can be no assurance  that the  anticipated  low income  housing
credits will be available to Limited Partners.

In addition,  Limited  Partners are subject to risks in that the rules governing
the low income  housing  credit are  complicated,  and the use of credits can be
limited.  The only  material  benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop.  All management decisions will
be made by the General Partner.

Method of Accounting For Investments in Limited Partnerships

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnership are consistent with those of the Partnership.  Costs incurred by the
Partnership  in  acquiring  the  investments  are  capitalized  as  part  of the
investment account and are being amortized over 30 years.

                                       8
<PAGE>
                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000
                                   (unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Offering Expenses

Offering  expenses 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 and amounted to $970,717 as of September  30,
2000 and March 31, 2000.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities at the date of the financial  statements,  and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could materially differ from those estimates.

Cash and Cash Equivalents

The Partnership  considers  highly liquid  investments  with maturities of three
months or less when purchased to be cash  equivalents.  As of September 30, 2000
and March 31, 2000, the Partnership had no cash equivalents.

Net Loss Per Limited Partner Unit

Net loss per limited  partnership  unit is  calculated  pursuant to Statement of
Financial  Accounting  Standards No. 128,  Earnings Per Share. Net loss per unit
includes no dilution  and is computed  by  dividing  loss  available  to limited
partners by the weighted average number of units outstanding  during the period.
Calculation of diluted net income per unit is not required.

Reporting Comprehensive Income

In June 1997,  the FASB  issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, Reporting  Comprehensive  Income.  This statement  establishes
standards for reporting the components of comprehensive income and requires that
all items that are  required to be  recognized  under  accounting  standards  as
components of comprehensive  income be included in a financial statement that is
displayed with the same prominence as other financial statements.  Comprehensive
income  includes net income as well as certain items that are reported  directly
within a separate  component  of  Partners'  equity and bypass net  income.  The
Partnership  adopted the  provisions of this  statement in 1998. For the periods
presented,  the Partnership has no elements of other  comprehensive  income,  as
defined by SFAS No. 130.

                                       9
<PAGE>
                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000
                                   (unaudited)

NOTE 2 -  UNCERTAINTY  WITH  RESPECT TO  INVESTMENTS  IN BROKEN BOW AND  SIDNEY:
IMPAIRMENT OF INVESTMENTS

The  Partnership  has two  investments  accounted  for under the equity  method,
consisting of 99% limited partnership interests in each of Broken Bow Apartments
I,  Limited  Partnership   ("Broken  Bow")  and  Sidney  Apartments  I,  Limited
Partnership ("Sidney").

The  independent  auditors  engaged  to  perform  the  audits of Broken  Bow and
Sidneys'  financial  statements as of and for the year ended  December 31, 1999,
were unable to form an opinion on those  financial  statements.  This was due to
the inability to obtain from the former local general  partner  certain  general
ledger  information  for a period of  approximately  three  months and  reliable
confirmations  of advances  to/notes  receivable  from the former local  general
partner.  Further,  the  independent  auditors were unable to obtain  management
representation  letters from the former property management company, which is an
affiliate of the former local general partner.  As a result, the Partnership has
not included the financial  information of Broken Bow and Sidney in the combined
condensed financial statements presented in Note 3 to the financial  statements.
The  combined  condensed  financial  information  presented  in Note 3 for prior
periods has been restated to exclude the accounts of Broken Bow and Sidney.  The
Partnership  has  reflected  equity in the net  losses of Broken  Bow and Sidney
totaling $0 for the three and six months  ended  September  30, 2000 because the
recognition  of any such loss  would  reduce  the net  investment  account  to a
balance below zero (See note 3). Such estimates may be materially  misstated due
to the lack of corroborative financial information.

Broken  Bow  and  Sidney  continue  to  experience   negative  cash  flows  from
operations.  During the three and six month periods ended September 30, 2000 and
the year ended March 31, 2000, the  Partnership  advanced  $19,291,  $30,757 and
$120,906, respectively, in cash to Broken Bow and Sidney for operating expenses,
including  legal fees relating to certain  litigation  involving these and other
properties  as outlined in the 10-K for the fiscal year ended March 31, 2000, as
well as another $2,000 in cash from October 1, 2000 to December 19, 2000. WNC is
currently negotiating for a restructuring of the related bank loans, which would
increase  cash  flow  from  operations.   WNC  may  not  be  successful  in  the
restructuring of these loans. If the loans are not restructured, the Partnership
may be unable to support these properties.  Consequently, the Partnership may be
forced to sell all or a portion of its interests in these  properties.  Further,
the lender may attempt to foreclose on the Broken Bow and Sidney properties.

As a result of the foregoing,  WNC performed an evaluation of the  Partnership's
remaining  investment  balances  in Broken Bow and  Sidney,  including  the cash
advances noted above and other  anticipated  costs.  It was  determined  that an
impairment  adjustment was necessary and an impairment loss of $766,559 has been
recognized  for the year ended March 31, 2000.  This  impairment  loss  includes
$558,688 in remaining net book value of the Partnership's  investments in Broken
Bow and Sidney, the $120,906 and $30,753 of cash advances, a $37,670 accrual for
anticipated  legal costs, and $18,542 of estimated  accounting and other related
costs. Additional legal fees totaling $2,487 were incurred during the six months
ended September 30, 2000.

As a result of the  aforementioned  operating  difficulties and the litigation ,
there is uncertainty as to whether the Partnership  will  ultimately  retain its
interests in Broken Bow and Sidney. If the investments are sold or otherwise not
retained,  the  Partnership  could be subject to  recapture  of tax  credits and
certain prior tax deductions.  There is further uncertainty as to costs that the
Partnership  may ultimately  incur in connection  with its investments in Broken
Bow and  Sidney.  The  Partnership's  financial  statements  do not  include any
adjustments that might result from the outcome of these uncertainties.

                                       10
<PAGE>
                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000
                                   (unaudited)

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of the periods  presented,  the Partnership had acquired limited  partnership
interests  in  twenty-two  Local  Limited  Partnerships,  each of which owns one
Housing  Complex  consisting  of an  aggregate  of 892  apartment  units.  As of
September  30, 2000,  construction  or  rehabilitation  of all of the  apartment
complexes  have been  completed.  The respective  general  partners of the Local
Limited   Partnerships  manage  the  day-to-day   operations  of  the  entities.
Significant Local Limited  Partnership  business decisions require approval from
the Partnership.  The Partnership,  as a limited partner,  is entitled to 96% to
99%, as specified in the partnership  agreements,  of the operating  profits and
losses, taxable income and losses and tax credits of the Limited Partnerships.

Equity in losses of Local  Limited  Partnerships  is recognized in the financial
statements  until the related  investment  account is reduced to a zero balance.
Losses  incurred  after  the  investment  account  is  reduced  to zero  are not
recognized. If the Local Limited Partnerships report net income in future years,
the  Partnership  will resume applying the equity method only after its share of
such net  income  equals  the share of net  losses  not  recognized  during  the
period(s) the equity method was suspended.

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:
<TABLE>
<CAPTION>
                                                             For the Six Months         For the Year Ended
                                                                    Ended                 March 31, 2000
                                                             September 30, 2000
                                                            ----------------------     ---------------------

<S>                                                       <C>                        <C>
   Investments per balance sheet, beginning of period     $            8,311,454     $          10,092,782
   Capital contribution paid                                                   -                   (62,593)
   Impairment loss on investments in limited
    partnerships                                                               -                  (766,559)
   Capital contributions payable to Sidney and Broken
    Bow offset to book value                                                   -                  (107,283)
   Accrued expenses (Note 2)                                                   -                    86,965
   Cash advances (Note 2)                                                      -                   120,906
   Distributions received                                                      -                   (19,667)
   Equity in losses of limited partnerships                             (372,874)                 (992,162)
   Amortization of paid
    acquisition fees and costs                                           (20,468)                  (40,935)
                                                            ======================     =====================
   Investments per balance sheet, end of period           $            7,918,112     $           8,311,454
                                                            ======================     =====================
</TABLE>

                                       11


<PAGE>
                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000
                                   (unaudited)

NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS, continued

Selected  financial  information  for the six months ended September 30 from the
unaudited combined financial statements of the limited partnerships in which the
Partnership has invested as follows:  (Combined condensed financial  information
for Broken Bow and Sidney have been excluded from the  presentations  below. See
Note 2 for further discussion):

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                        2000                        1999
                                                                 --------------------         ------------------
<S>                                                            <C>                          <C>
       Revenues                                                $          1,884,000         $        1,947,000
                                                                 --------------------         ------------------

       Expenses:
        Interest expense                                                    577,000                    621,000
        Depreciation                                                        619,000                    581,000
        Operating expenses                                                1,082,000                    983,000
                                                                 --------------------         ------------------
            Total expenses                                                2,278,000                  2,185,000
                                                                 --------------------         ------------------

       Net loss                                                $           (394,000)        $         (238,000)

                                                                 ====================         ==================
       Net loss allocable to the Partnership, before
        equity in losses of Broken Bow and Sidney                          (388,000)                  (235,000)
                                                                 ====================         ==================

       Net loss recorded by the Partnership, before
        equity in losses of Broken Bow and Sidney                          (373,000)                  (235,000)
       Net loss of Broken Bow allocable to the Partnership                  (55,000)                   (58,000)
       Net loss of Sidney allocable to the Partnership                      (24,000)                   (21,000)
       Below zero adjustments of allocable losses of
        Broken Bow and Sidney                                                79,000                          -
                                                                 --------------------         ------------------

         Net loss recorded by the Partnership                  $           (373,000)        $         (314,000)
                                                                 ====================         ==================
</TABLE>

Certain Local Limited  Partnerships have incurred  significant  operating losses
and  have  working  capital  deficiencies.  In the  event  these  Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  Partner  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
impaired and the loss and recapture of the related tax credits could occur.

                                       12
<PAGE>
                 WNC HOUSING TAX CREDIT FUND IV, L.P., Series 2
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000
                                   (unaudited)

NOTE 4 - RELATED PARTY TRANSACTIONS

The Partnership has no officers,  employees,  or directors.  However,  under the
terms of the  Partnership  Agreement the Partnership is obligated to the General
Partner or Associates for the following fees:

(a)  Annual Asset  Management Fee. An annual asset management fee of the greater
     of (i)  $2,000 per  multi-family  housing  complex or (ii)  0.275% of Gross
     Proceeds. The base fee amount will be adjusted annually based on changes in
     the  Consumer  Price  Index.  However,  in no event will the  annual  asset
     management fee exceed 0.2% of Invested Assets.  "Invested Assets" means the
     sum of the Partnership's  investment in Local Limited  Partnerships and the
     Partnership's  allocable share of the amount of indebtedness related to the
     Housing Complexes. Fees of $22,000 and $21,450 were incurred during the six
     months ended  September 30, 2000 and 1999,  respectively.  The  Partnership
     paid the  General  Partner  or its  affiliates  $3,750 and $0 of those fees
     during the six months ended September 30, 2000 and 1999, respectively.

(b)  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 preferred return of 16% through December 31, 2003 and
     6% thereafter (as defined in the Partnership Agreement) and is payable only
     if the  General  Partner or its  affiliates  render  services  in the sales
     effort.

The accrued fees and expenses due to General  Partner and affiliates  consist of
the following:
<TABLE>
<CAPTION>
                                                     September 30, 2000           March 31, 2000
                                                    ---------------------       --------------------
<S>                                               <C>                         <C>
Reimbursement for expenses paid by the General
 Partner or an affiliate                          $                9,060      $               6,689

Asset management fee payable                                      84,159                     65,909
                                                    ---------------------       --------------------

Total                                             $               93,219      $              72,598
                                                    =====================       ====================
</TABLE>

The General  Partner does not  anticipate  that these  accrued fees will be paid
until such time as capital reserves are in excess of future foreseeable  working
capital requirements of the Partnership.

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.

                                       13



<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

This  Quarterly  Report  contains  forward-looking   statements  concerning  the
Partnership's anticipated future revenues and earnings,  adequacy of future cash
flow and related matters. These forward-looking  statements include, but are not
limited to, statements containing the words "expect",  "believe", "will", "may",
"should", "project", "estimate", and like expressions, and the negative thereof.
These statements are subject to risks and uncertainties  that could cause actual
results to differ materially from the statements, including competition, as well
as those  risks  described  in the  Partnership's  SEC  reports,  including  the
Partnership's  Form 10-K filed  pursuant to the  Securities  and Exchange Act of
1934 on September 28, 2000.

The following discussion and analysis compares the results of operations for the
three and six months ended  September  30, 2000 and 1999,  and should be read in
conjunction   with  the  condensed   consolidated   financial   statements   and
accompanying notes included within this report.

Financial Condition

The Partnership's  assets at September 30, 2000 consisted  primarily of $127,000
in cash and aggregate  investments in the twenty-two Local Limited  Partnerships
of $7,918,000.  Liabilities at September 30, 2000 primarily consisted of $87,000
in accrued  expenses and $93,000 of accrued fees and expenses due to the General
Partner and affilates.

Results of Operations

Three Months Ended  September 30, 2000 Compared to Three Months Ended  September
30, 1999. The  Partnership's  net loss for the three months ended  September 30,
2000 was  $(241,000)  reflecting an increase of $53,000 from the  $(188,000) net
loss  experienced for the three months ended September 30, 1999. The increase in
net loss is  primarily  due to equity in losses of  limited  partnerships  which
increased by $29,000 to $(186,000) for the three months ended September 30, 2000
from  $(157,000) for the three months ended  September 30, 1999.  Along with the
increase in equity in losses of limited  partnerships,  there was an increase in
loss from operations of $23,000 for the three months ended September 30, 2000 to
$(54,000) from $(31,000) for the three months ended September 30, 1999.

Six Months Ended  September 30, 2000 Compared to Six Months Ended  September 30,
1999. The Partnership's net loss for the six months ended September 30, 2000 was
$(467,000)  reflecting  an  increase  of $99,000  from the  $(368,000)  net loss
experienced  for the six months ended  September  30, 1999.  The increase in net
loss is  primarily  due to  equity  in  losses  of  limited  partnerships  which
increased by $59,000 to $(373,000)  for the six months ended  September 30, 2000
from  $(314,000)  for the six months ended  September  30, 1999.  Along with the
increase in equity in losses of limited  partnerships,  there was an increase in
loss from  operations of $40,000 for the six months ended  September 30, 2000 to
$(94,000)  from  $(54,000)  for the six months ended  September  30,  1999.  The
increase  in loss is due to the  write-off  of  operating  advances  paid to two
limited partnerships, Broken Bow and Sidney.

Cash Flows

Six Months Ended  September 30, 2000 Compared to Six Months Ended  September 30,
1999. Net cash used during the six months ended September 30, 2000 was $(53,000)
compared  to net cash used  during the six months  ended  September  30, 1999 of
$(258,000).  The change was due  primarily  to a decrease  in cash paid to Local
Limited Partnerships of $(246,000), offset by approximately $30,000 of operating
advances paid to two lower tier partnerships, Broken Bow and Sidney.

                                       14
<PAGE>

During the six months ended September 30, 2000, accrued payables,  which consist
primarily  of asset  management  fees due to the General  Partner,  increased by
$20,000. The General Partner does not anticipate that these accrued fees will be
paid in full  until  such  time as  capital  reserves  are in  excess  of future
foreseeable working capital requirements of the Partnership.

The Partnership  expects its future cash flows,  together with its net available
assets at September 30, 2000, to be sufficient to meet all currently foreseeable
future cash requirements.











                                       15





<PAGE>



Item 3. Quantitative and Qualitative Disclosures Above Market Risks

NOT APPLICABLE.

Part II.  Other Information

Item 1.   Legal Proceedings

NONE.

Item 6.   Exhibits and Reports on Form 8-K

NONE.









                                       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 of the Registrant


By:   WNC & ASSOCIATES, INC., General Partner





By:   /s/  Wilfred N. Cooper, Jr.
Wilfred N. Cooper, Jr.,
President - Chief Operating Officer of WNC & Associates, Inc.

Date:  January 9, 2001





By:   /s/ Thomas J. Riha
Thomas J. Riha,
Vice President - Chief Financial Officer of WNC & Associates, Inc.

Date:  January 9, 2001










                                       17



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