<PAGE>
The following items were the
subject of a Form 12b-25 and
are included herein:
Items 6, 7,and 8
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1995 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 33-76970
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P.,
Series 4 through Series 9
(Exact name of registrant as specified in its charter)
California 33-0531301 (Series 4) & 33-0676287 (Series 5)
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(Address of principal executive offices)
(714) 662-5565
(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
(See definition of affiliate in Rule 405.) - Inapplicable.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART I.
ITEM 1. BUSINESS:
- ------------------
Organization
- ------------
WNC California Housing Tax Credits IV, Series 4 - Series 9 are California
limited partnerships formed under the laws of the State of California. The
Partnerships were formed to acquire limited partnership interests in local
limited partnerships ("Local Limited Partnerships") which own multifamily
apartment complexes that are eligible for Federal and (in some cases) California
low-income housing tax credits (the "Housing Tax Credit"). As of December 31,
1995 WNC California Housing Tax Credit Fund IV, L.P., Series 4 ("Series 4") and
WNC California Housing Tax Credit Fund IV, L.P., Series 5 ("Series 5") are the
only registrants to have commenced an offering. Series 4 commenced operations on
July 26, 1994 and Series 5 commenced operations on February 27, 1996. Series 4
and Series 5 are collectively referred to as the "Partnerships".
Investors in one Series have no rights, title or interest in the operations,
distributions or tax credits of any other Series. The general partner of Series
4 is WNC California Tax Credits IV, L.P. The general partner of WNC California
Tax Credit Partners IV, L.P. is WNC & Associates, Inc. The general partner of
Series 5 is WNC & Associates, Inc. (The "General Partner" will refer to the
respective general partner of Series 4 or Series 5.) The business of the
Partnerships is conducted primarily through WNC & Associates, Inc. as the
Partnerships and WNC California Tax Credits IV, L.P. have no employees of their
own. Holders of Limited Partnership Interests are referred to herein as "Limited
Partners." Series 4 conducted its public offering ("Offering") from July 1994 to
August 1995. 25,000 Units of Limited Partnership Interests ("Limited Partnership
Interests"), at a price of $1,000 per Limited Partnership Interest were offered.
Since inception a total of 11,500 Limited Partnership Interests representing
approximately $11,099,000 were sold throughout the offering. Enova Financial,
Inc., a California corporation which is not an affiliate of the Partnerships or
either General Partner, has purchased 5,096 Units, which represents 44.3% of the
Units outstanding for Series 4. Enova Financial, Inc. invested $4,712,000 due to
a volume discount of $384,000. Series 5 commenced its offering of 25,000 Limited
Partnership Interests on November 9, 1995. As of December 31, 1995, Series 5 had
received subscriptions for 1,145 Limited Partnership Interests consisting of
cash of $1,103,000 and $25,000 in promissory notes receivable. As of March 31,
1996, Series 5 had received subscriptions for 1,981 Limited Partnership
Interests consisting of cash of $1,943,500 and $37,500 in promissory notes
receivable. Sales of Limited Partnership Interests are continuing. The
Partnerships have applied and will apply funds raised through their public
offerings, including the installment payments of the Limited Partners'
promissory notes as received, to the purchase price and acquisition fees and
costs of Local Limited Partnership Interests, reserves and expenses of the
Offerings.
3
<PAGE>
Description of Business
- -----------------------
The Partnerships' principal business is to invest as a limited partner in local
limited partnerships ("Local Limited Partnerships") each of which will own and
operate an apartment complex ("Apartment Complex") which will qualify for the
federal low-income housing tax credit ("Housing Tax Credit"). The Tax Reform Act
of 1986 (the "1986 Act") replaced most existing federal tax incentives for
low-income housing with Section 42 of the Internal Revenue Code, which provides
for the Housing Tax Credit. In general, an owner of a low-income housing project
under (i) federal law is entitled to receive the Federal Housing Tax Credit in
each year of a ten-year period (the "Credit Period") and (ii) under California
Revenue and Taxation Section 17058 is entitled to receive the California Housing
Tax Credit in each year of a four-year period. The Apartment Complex is subject
to a fifteen-year compliance period (the "Compliance Period").
The Partnerships' 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 multifamily residential real estate. Some of these
risks are that the Housing Tax Credit could be recaptured and neither the
Partnerships' investments nor the Apartment Complexes owned by Local Limited
Partnerships will be readily marketable. Additionally, there can be no assurance
that the Partnerships will be able to dispose of their interests in Local
Limited Partnerships at the end of the Compliance Period. The value of the
Partnerships' investments could 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
Apartment Complexes and the Partnerships. The Apartment Complexes could be
subject to loss through foreclosure. In addition, each Local Limited Partnership
is subject to risks relating to environmental hazards which might be
uninsurable. Because each Partnership's ability to control its operations will
depend on these and other factors beyond the control of the General Partners and
the general partners of the Local Limited Partnerships, there can be no
assurance that either Partnership's operations will be profitable or that the
anticipated Housing Tax Credits will be available to Limited Partners.
The Apartment Complexes owned by the Local Limited Partnerships in which the
Partnerships have invested or are expected to invest were or are being developed
by the general partners of the respective Local Limited Partnerships ("Local
General Partners") who acquired the sites and applied for applicable mortgages
and subsidies. The Partnerships became or will become the principal limited
partner in these Local Limited Partnerships pursuant to arm's-length
negotiations with the Local General Partners. As a limited partner, each
Partnership's liability for obligations of the Local Limited Partnership is
limited to its investment. The Local General Partner of the Local Limited
Partnership retains responsibility for developing, constructing, maintaining,
operating and managing the Apartment Complex.
Series 4 As of December 31, 1995, Series 4 had invested in six Local Limited
Partnerships. Subsequent to December 31, 1995, the Partnership identified three
additional Local Limited Partnerships (and acquired two of these). Each of these
Local Limited Partnerships owns an Apartment Complex that is or is expected to
be eligible for the Housing Tax Credit. These investments represent
approximately 100% of the offering proceeds available for investment.
4
<PAGE>
The following is schedule of the status of the ten Apartment Complexes owned by
the ten Local Limited Partnerships invested in or identified by the Partnership
as of March 31, 1996:
Construction Under
or Rehabilitation Construction Construction
Completed or Rehabilitation Not Started
----------------------------------------------
Properties acquired by 12/31/95 ........ 4 2 0
Properties acquired subsequent to ...... 1 1 0
12/31/95 1 1 0
Properties identified but not
acquired as of March 31, 1996 1 0 1
The following is a schedule of the status as of December 31, 1995, of the
Apartment Complexes owned by Local Limited Partnerships in which Series 4 was a
limited partner:
SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH SERIES 4 HAS AN INVESTMENT AS OF DECEMBER 31, 1995
No. of Units Units Percentage
Name & Location Units Completed Occupied Occupancy
- -------------------------------------------------------------------------------
Colonial Village Auburn ............. 56 56 54 98%
Auburn, CA
- ------------------------------------- --- --- --- ---
Maharlika ........................... 69 0 0 0%
Stockton, CA
- ------------------------------------- --- --- --- ---
Rancheria Gardens Apartments ........ 14 0 0 0%
Santa Barbara, CA
- ------------------------------------- --- --- --- ---
Sycamore Hills ...................... 24 24 23 96%
Salem, IN
- ------------------------------------- --- --- --- ---
Wills Point ......................... 36 36 22 61%
Wills Point, TX
- ------------------------------------- --- --- --- ---
Woodlake ............................ 47 47 36 78%
Woodlake, CA
- ------------------------------------ --- --- --- ---
246 127 113 89%
=== === === ==
SERIES 5
- --------
As of December 31, 1995, Series 5 had not invested in any Local Limited
Partnerships but had identified one Local Limited Partnership. This Local
Limited Partnership owns an Apartment Complex that is expected to be eligible
for the Housing Tax Credits and also benefits from government programs promoting
low or moderate income housing. Construction of this 82 unit building commenced
in February 1996. Series 5 acquired this Local Limited Partnership on March 28,
1996.
5
<PAGE>
SERIES 4
- --------
Description of Local Limited Partnerships
- -----------------------------------------
Series 4 has become a limited partner in Colonial Village Auburn, a
California limited partnership ("COLONIAL-AUBURN"); Eagleville Associates I, a
Missouri limited partnership ("EAGLEVILLE"); Maharlika, a California Limited
Partnership ("MAHARLIKA"); Rancheria Gardens Apartments, a California limited
partnership ("RANCHERIA"); Pawnee Associates I, L.P., a Missouri limited
partnership ("PAWNEE"); Sycamore Hills L.P., an Indiana limited partnership
("SYCAMORE"); Wills Point Crossing, L.P., a Georgia limited partnership
qualified to do business in Texas ("WILLS POINT"); and Woodlake Valencia
Partners, a California limited partnership ("WOODLAKE").
COLONIAL-AUBURN owns the Colonial Village Auburn Apartments in Auburn,
California; EAGLEVILLE owns the Shamrock Estates Apartments in Eagleville,
Missouri; MAHARLIKA owns the Filipino Community Building in Stockton,
California; PAWNEE owns the Countryside Manor Apartments in Pawnee, Illinois;
RANCHERIA owns the Rancheria Gardens Apartments in Santa Barbara, California;
SYCAMORE owns the Sycamore Hills Apartments in Salem, Indiana; WILLS POINT owns
Wills Point Crossing Apartments in Wills Point, Texas; and WOODLAKE owns
Valencia House in Woodlake, California.
Series 4 expects to become a limited partner in Chadron Apartments I
Limited Partnership, a Nebraska limited partnership ("CHADRON"). CHADRON owns
the Chadron Apartments in Chadron, Nebraska.
The following tables contain information concerning the Local Limited
Partnerships identified above.
<TABLE>
<CAPTION>
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
Local Project Name Estimated Estimated Number of
Basic Monthly Permanent Local Limited
Limited Construction Development Apartment
Units Rents Mortgage Loan Partnership's
Partnership Completion Cost With Land
Amount Anticipated
Tax Credits
(1)
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
<S> <C> <C> <C> <C>
<C> <C> <C>
Chadron Chadron November $1,016,432 4 2BR units
$285 $400,000 $894,940
Apartments 1996 12 3BR
units $385 FNBO (2) (federal)
8 buildings
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
Colonial- Colonial May 1995 $6,184,639 28 2BR
units $458-555 $2,145,000 $4,467,790
Auburn Village 28 3BR
units $528-640 Home (federal)
Auburn
Savings (3)
Apartments
$1,489,263
(California)
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
Eagleville Shamrock March $429,860 10 1BR
units $191 $358,000 $150,280
Estates 1996 6 2BR units
$250 RECDS (5) (federal)
Apartments
(4)
6
<PAGE>
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
Maharlika Filipino October $3,162,402 69 1BR
units 267 $436,000 $1,958,000
Community 1995
Home (federal)
Building
Savings (6)
(4)
$946,961
$451,800 (California
HOME (7)
$107,200
CDBG (7)
$603,200
RDA (7)
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- ------------
Pawnee Countryside June 1996 $773,261 10 1BR
units $275 $615,264 $253,520
Manor 10 2BR
units $304 RECDS (5) (federal)
Apartments
(4)
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
Rancheria Rancheria October $1,886,829 8 2BR
units $463-565 $400,000 $1,334,550
Gardens 1995 5 3BR
units $526-644 Santa (federal)
Apartments 1 4BR unit
$716 Barbara Bank
& Trust (8) $462,852
(California)
$570,940
Santa
Barbara City
RDA (9)
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
Sycamore Sycamore August $840,000 22 1BR
units $236 $814,800 $346,000
Hills 1994 2 2BR units
$262 RECDS(5) (federal)
Apartments
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
Woodlake Valencia House February 1996 $3,084,533 47 1 BR
units $202 $176,121 $2,226,740
$266 CCRC (10) (federal)
$290 $1,000,000
HOME (11) $1,136,985
(California)
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
Wills Wills Point September $1,021,000 8 1BR
$240 $990,370 $447,050
Point Crossing 1995 units
RECDS(5) (federal)
Apartments 28 2BR
$275
units
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
</TABLE>
(1) Federal Low Income Housing Credits are available over a 10-year period. For
the year in which the credit first becomes available with respect to an
Apartment Complex, Series 4 will receive only that percentage of the annual
credit which corresponds to the number of months during which Series 4 was
a limited partner of the Local Limited Partnership, and during which the
Apartment Complex was completed and in service.
California Low Income Housing Credits are available over a four-year
period. The full amount of the first-year California Low Income Housing
Credit can be claimed in the year in which the low-income units are
occupied, regardless of the month of occupancy. Notwithstanding, the amount
of the California Low Income Housing Credits which can be allocated to
Series 4 by a Local Limited Partnership in the first year must be pro-rated
if Series 4 is not a limited partner of the Local Limited Partnership
owning the Apartment Complex at the time it is first placed in service.
(2) First National Bank of Omaha ("FNBO") will provide the mortgage loan for a
term of 12 years at a variable interest rate. The interest rate will be
adjusted every 36 months to an annual rate of 225 basis points over the
three-year Treasury Constant Maturities rate. The note will have a minimum
rate of 8.5% and a maximum rate of 12.5%. Principal and interest will be
payable monthly based on a 25-year amortization schedule.
7
<PAGE>
(3) Home Savings of America will provide the mortgage loan at a fixed interest
rate equal to the rate established by the 11th District Federal Home Loan
Bank plus 1.5% per annum. The loan will be for a 15-year term, with
principal and interest payable monthly based on a 30-year amortization
schedule. The then outstanding principal amount will be due at maturity.
(4) Maharlika is senior citizen housing. Eagleville and Pawnee are
rehabilitation properties.
(5) RECDS (formally the Farmers Home Administration) of the United States
Department of Agriculture provides mortgage loans under the FmHA Section
515 Mortgage Loan Program. The mortgage loan is a 50-year loan and bears
annual interest at a market rate prior to reduction of the interest rate by
a mortgage interest subsidy to an annual rate of 1%, with principal and
interest payable monthly based on a 50-year amortization schedule.
(6) Home Savings of America will provide the first mortgage loan at a variable
interest rate equal to the rate established by the 11th District Federal
Home Loan Bank plus 2.5% per annum. The loan will be for a 15-year term,
with principal and interest payable monthly based on a 30-year amortization
schedule. The then outstanding principal amount will be due at maturity.
(7) HOME will provide the second mortgage loan at a fixed interest rate of 7.5%
per annum for a term and amortization period of 40 years, Community
Development Block Grant program ("CDBG") will provide the third mortgage
loan at a fixed interest rate of 3% per annum for a term and amortization
period of 47 years, and Stockton Redevelopment Agency ("RDA") will provide
the fourth mortgage loan at a fixed interest rate of 3% per annum for a
term and amortization period of 45 years. Prior to maturity the loans will
be paid annually, but only to the extent cash from operations of the
Apartment Complex is available therefor after payment of operating
expenses, debt service on the first mortgage and an amount equal to
$15,000. The unpaid balances will be due on the respective maturity dates
of the loans.
(8) Santa Barbara Bank & Trust will provide the mortgage loan at an interest
rate determined as follows: years 1-15, a rate equal to the 20-year
Treasury Bond rate plus 2.875% per annum; years 16-30, a rate equal to the
5-year Treasury Bond rate plus 2.5% per annum. Adjustments to the interest
rate will be made in years 16, 21 and 26. The term of the loan will be 30
years, with principal and interest payable monthly based on a 30-year
amortization period.
(9) Santa Barbara City Redevelopment Agency ("RDA") will provide the second
mortgage loan at a fixed interest rate of 4.5% per annum, with $5,000 to be
paid per year, and the balance to be accrued until maturity. The term of
the loan and the amortization period will be 30 years.
(10) California Community Reinvestment Corporation will provide a mortgage loan
for a term of 30 years at an annual interest rate of 9%, with principal and
interest payable monthly based on a 30-year amortization schedule.
(11) HOME will provide a mortgage loan for a term of 40 years at an annual
interest rate equal to the applicable Federal rate, with principal and
interest payable monthly based on a 40-year amortization schedule.
Chadron (CHADRON): Chadron (population 5,600) is the county seat of Dawes
County, and is in northwestern Nebraska at the intersection of U.S. Highways 385
and 20. Basic economic activities of Chadron, a county seat and college town,
include retail and wholesale sales, farming, ranching, cattle feeding,
transportation and tourism. The major employers for Chadron residents are
Chadron State College, Chadron Community Hospital and Chadron city schools
Auburn (COLONIAL-AUBURN): Auburn (population 10,500) , the county seat of Placer
County, is located at the intersection of Interstate Highway 80 and State
Highway 49, approximately 30 miles northeast of Sacramento. The population of
Auburn is approximately 10,500. The largest employment sector for Placer County
residents is in the services industry (primarily health services and hotel and
lodging services). Retail trade is the second largest employment sector. Some of
the largest manufacturing employers for Auburn residents are Coherent (optic and
laser systems), American Forest Products (lumber), and R&W Products (industrial
ceramics).
Eagleville (EAGLEVILLE): Eagleville (population 275) is in Harrison County, in
northeastern Missouri, at the intersection of Interstate Highway 35 and County
Highway N, approximately 14 miles north of Bethany. The major employers for
residents of Eagleville are Premium Standard Farm and Continental Grain.
Pawnee (PAWNEE): Pawnee (population 2,400) is in Sangamon County, in
west-central Illinois, on Interstate Highway 55. Springfield is located
approximately 15 miles north of Pawnee. The major employers for Pawnee residents
are Central Illinois Power and the state government.
8
<PAGE>
Stockton (MAHARLIKA): Stockton, the county seat of San Joaquin County, is
located approximately 80 miles east of San Francisco and 40 miles south of
Sacramento. In 1990, the population of Stockton was approximately 195,000.
Historically, the economy of Stockton has been based in agricultural production
and processing. In recent years the economic base has broadened to include
electronics and construction materials production. Stockton is also becoming a
major distribution center.
Santa Barbara (RANCHERIA): Santa Barbara, the county seat of Santa Barbara
County, is located on U.S. Highway 101 on the Pacific coast, 90 miles northwest
of Los Angeles. The population of Santa Barbara is approximately 370,000. The
economy of Santa Barbara is based primarily in tourism. The city's largest
employers are the University of California at Santa Barbara, Santa Barbara
County government, and Carter's Hospital.
Salem (SYCAMORE): Salem, the county seat of Washington County, Indiana, is
located approximately 100 miles south of Indianapolis in the southern portion of
Indiana at the intersection of State Highways 56, 60, 135, and 160. The
population of Salem is approximately 5,600. The largest categories of employment
in Washington County are manufacturing and wholesale and retail trade. The major
employers in the Salem area are Smith Cabinet & Child Craft (juvenile
furniture), ICM/Krebsoge (powder metal products), and Kimball International
(office furniture).
Woodlake (WOODLAKE): Woodlake, Tulare County, California is located at the
intersection of State Highways 245 and 216, approximately six miles northwest of
Visalia and approximately 50 miles southeast of Fresno. The population of
Woodlake is approximately 6,300. The major employers for Woodlake residents are
Dryvip Systems (stucco manufacturer), Fruit Growers (agricultural chemicals
manufacturer), and Golden State Packers (fruit packers).
Wills Point (WILLS POINT): Wills Point (population 3,000) is located in Van
Zandt County, in the northeast section of Texas, approximately 50 miles east of
Dallas, at the intersection of U.S. Highway 80 and State Highway 64. Canton, the
county seat, is located 13 miles southeast of Wills Point. The largest employers
for Wills Point residents are the school district and Cushie Manufacturing
(diapers).
<TABLE>
<CAPTION>
- ------------------ --------------------------- --------------------
- ----------------------------------------- ------------------
Sharing Ratio:
Allocations
Local Local
and Sale or Series 4's
Limited General Property
Refinancing Capital
Partnership Partners Manager (1) Cash Flow
(2) Proceeds Contributions (3)
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
<S> <C> <C> <C>
<C> <C>
Chadron Retro Development Inc. Retro Management Series 4:
first 99/1 (4) $483,000
Group, Inc. $2,500
25/75 (5)
Most Worshipful Prince LGP: next
$2,500
Hall Grand Lodge The balance:
Series 4:
25%
LGP: 75%
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
Colonial- The S. P. Thomas Company FPI Management, 1995-1998:
Series 4: 99/1 (4) $3,184,640
Auburn of Northern California, Inc. first
$5,000, 51/49 (5)
Inc. balance to
LGP;
1999-2002
Project GO, Inc. Series 4:
first
$8,500
balance to LGP
Thereafter
Series 4:
75%
LGP: 30%
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
Eagleville Joseph A. Shepherd Lockwood Realty, Series 4:
Greater 99/1 (4) $82,000
Inc. 15% or $300
50/50 (5)
Kenneth M. Vitor LGP: 40%
Balance:
50/50
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
9
<PAGE>
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
Maharlika Daniels C. Logue Daniels C. Logue Series 4:
1/3 99/1 (4) $1,524,233
Development and LGP: 2/3
50/50 (5)
Cyrus Youssefi Construction Co.,
Inc.
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
Pawnee Joseph A. Shepherd Lockwood Realty, Series 4:
Greater 99/1 (4) $138,000
Inc. 15% or $300
50/50 (5)
Kenneth M. Vitor LGP: 40%
Balance:
50/50
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
Rancheria Richard Bialosky Real Estate Series 4:
1/3 99/1 (4) $960,891
Concepts, Inc. LGP: 2/3
50/50 (5)
Detlev Peikert
Community Housing
Assistance Program, Inc.
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
Sycamore Larry A. Swank Sterling Series 4:
1st $500 99/1 (4) $184,972
Management Ltd., LGP: 2nd
$1,500 25/75 (5)
Lance A. Swank Inc. Balance:
Series 4:
99%
LGP: 1%
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
Woodlake Philip R. Hammond, Jr. The Management Series 4:
1/3 99/1 (4) $1,798,247
Company LGP: 2/3
51/49 (5)
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
Wills 1600 Capital M-DC Group, Series 4:
1st 99/1 (4) $234,567
Point Company, Inc., dba $815
50/50 (5)
Inc. Alpha LGP: 2nd
Management $1,635
Balance:
99/1
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
</TABLE>
(1) The maximum annual management fee payable to the property manager generally
is determined pursuant to lender regulations. The Local General Partners
are authorized to employ either themselves or one of their Affiliates, or a
third party, as a property manager for leasing and management of the
Apartment Complex so long as the fee therefor does not exceed the amount
authorized and approved by the lender for the Apartment Complex.
(2) Reflects the amount of the net cash flow from operations, if any, to be
distributed to Series 4 and the Local General Partners ("LGP") of the Local
Limited Partnership for each year of operations. Generally, to the extent
that the specific dollar amounts which are to be paid are not paid
annually, they will accrue and be paid from sale or refinancing proceeds as
an obligation of the Local Limited Partnership.
(3) Series 4 will make its capital contributions to the Local Limited
Partnership in stages, with each contribution due when certain conditions
regarding construction or operations of the Apartment Complex have been
fulfilled.
(4) Subject to certain special allocations, reflects the respective percentage
interests of Series 4 and the Local General Partners in profits, losses and
Low Income Housing Credits commencing with entry of Series 4 as a limited
partner.
(5) Reflects the respective percentage interests of Series 4 and the Local
General Partners in any net cash proceeds from sale or refinancing of the
Apartment Complexes, after payment of the mortgage loan and other Local
Limited Partnership obligations, in the order set forth: Chadron: Series
4's capital contribution, and the Local General Partners' sales preparation
fee. Colonial-Auburn: Series 4's capital contribution, and the Local
General Partners' sales preparation fee. Eagleville: Series 4's capital
contribution, and the Local General Partners' sales preparation fee.
Maharlika: Series 4's capital contribution, and the capital contribution of
the Local General Partners. Pawnee: Series 4's capital contribution, and
the Local General Partners' sales preparation fee. Rancheria: The Local
General Partners' sales preparation fee, Series 4's capital contribution,
and the capital contribution of the Local General Partners. Sycamore:
Series 4's capital contribution, and the Local General Partners' sales
preparation fee. Woodlake: Series 4's capital contribution, and the Local
General Partners' sales preparation fee. Wills Point: : An amount equal to
the financial interest of the Local General Partner, as determined in
accordance with RECDS regulations, Series 4' capital contribution (less
previous distributions); an amount equal to any operating deficit loan to
the Local General Partner; and the Local General Partner' sales
preparation fee.
As used above, the term "sales preparation fee" means a fee in the amount of 3%
(6% for Rancheria) of sale or refinancing proceeds.
10
<PAGE>
SERIES 5
- --------
Description of Local Limited Partnerships
- --------------------------------------------
Series 5 is a limited partner in Charleston Place Apartments, a California
limited partnership ("CHARLESTON". CHARLESTON owns the Charleston Place
Apartments in Stockton, California.
The following tables contain information concerning the Local Limited
Partnership identified above.
<TABLE>
<CAPTION>
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
Local Project Name Estimated Estimated Number of
Basic Monthly Permanent Local Limited
Limited Construction Development Apartment
Units Rents Mortgage Loan Partnership's
Partnership Completion Cost With Land
Amount Anticipated
Tax Credits
(1)
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
<S> <C> <C> <C> <C>
<C> <C> <C>
Charles- Charleston September $5,650,000 8 1BR
units $294-370 $1,051,000 $4,131,190
Ton Place 1996 48 2BR
units $354-445 CCRC (2) (federal)
Apartments 20 3BR
units $410-515
6 4BR
units $453-570 $65,000 $1,432,785
Local General (state)
Partner (3)
$605,000
City of
Stockton (3)
$75,000
City of
Stockton (3)
$522,000
City of
Stockton (3)
$675,000
City of
Stockton(3)
- ----------------- ---------------- ---------------- ---------------
- ---------------- ---------------- ---------------- -------------
</TABLE>
(1) Federal Low Income Housing Credits are available over a 10-year period. For
the year in which the credit first becomes available, Series 5 will receive
only that percentage of the annual credit which corresponds to the number
of months during which Series 5 was a limited partner of the Local Limited
Partnership, and during which the Apartment Complex was completed and in
service
California Low Income Housing Credits are available over a four-year
period. The full amount of the first-year California Low Income Housing
Credit can be claimed in the year in which the low-income units are
occupied, regardless of the month of occupancy.
(2) California Community Reinvestment Corporation ("CCRC")will provide the
first mortgage loan for a term of 30 years at an annual interest rate of
2.25% over the monthly average yield on United States Treasury Securities,
but not greater than 9% per annum.. Principal and interest will be payable
monthly based on an 30-year amortization schedule.
(3) Pursuant to requirements of the City of Stockton, PAM Developments Inc.,
one of the Local General Partners, will provide a loan in the amount of
$65,000. The City of Stockton will provide four mortgage loans in the
respective amounts set forth above. The loan from the Local General Partner
will not bear interest and will have an indefinite term; the loan from the
City of Stockton in the amount of $605,000 will bear interest at the rate
of 6% per annum and will mature on the earlier of 25 years from the date a
certificate of occupancy is issued by the City of Stockton or the date the
Property is sold or refinanced: and the other three loans from the City of
Stockton each will bear interest at the rate of 1.45% or 1.6% per annum and
will mature on the earlier of 45 years from the date a certificate of
occupancy is issued or the date the Property is sold or refinanced.
Repayment of the loans will be from "Net Annual Cash Flow" defined as the
Local Limited Partnership's income less (i) costs for management,
administration, payroll, maintenance, utilities, insurance, property taxes,
and reserves; (ii) debt service on the CCRC mortgage; (iii) payments on the
Local General Partner loan; and (iv) $10,000. Twenty-five percent of Net
11
<PAGE>
Annual Cash Flow will belong to CHARLESTON and the other 75% of Net Annual
Cash Flow, will be used to repay the loan from the City of Stockton in the
amount of $605,000, and, after payment in full thereof, to repay, prorata
based on the outstanding principal amounts, the other three loans from the
City of Stockton.
Stockton (CHARLESTON): Stockton, the county seat of San Joaquin County, is
located approximately 80 miles east of San Francisco and 40 miles south of
Sacramento. In 1990, the population of Stockton was approximately 195,000.
Historically, the economy of Stockton has been based in agricultural production
and processing. In recent years the economic base has broadened to include
electronics and construction materials production. Stockton is also becoming a
major distribution center.
<TABLE>
<CAPTION>
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
Allocations
Local Local
and Sale or Series 5's
Limited General Property
Refinancing Capital
Partnership Partners Manager (1) Cash Flow
(2) Proceeds Contributions (5)
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
<S> <C> <C> <C>
<C> <C>
Charleston David J. PAM Series 5:
greater of 99/1 (3) $3,032,307
Michael Development, 15% or
$5,000 50/50 (4)
Inc. LGP: 40%
PAM Balance:
Development, Series 5:
50%
Inc. LGP: 50%
- ------------------ --------------------------- --------------------
- ----------------------- ----------------- ------------------
</TABLE>
(1) The maximum annual management fee payable to the property manager generally
is determined pursuant to lender regulations. The Local General Partners
are authorized to employ either themselves or one of their Affiliates, or a
third party, as property manager for leasing and management of the
Apartment Complex so long as the fee therefor does not exceed the amount
authorized and approved by the lender for the Apartment Complex.
(2) Reflects the amount of the net cash flow from operations, if any, to be
distributed to Series 5 and the Local General Partners ("LGP") of the Local
Limited Partnership for each year of operations. Generally, to the extent
that the specific dollar amounts which are to be paid to Series 5 are not
paid annually, they will accrue and be paid from sale or refinancing
proceeds as an obligation of the Local Limited Partnership.
(3) Subject to certain special allocations, reflects the respective percentage
interests of Series 5 and the Local General Partners in profits, losses and
Low Income Housing Credits commencing with entry of Series 5 as a limited
partner.
(4) Reflects the percentage interests of Series 5 and the Local General
Partners in any net cash proceeds from sale or refinancing of the Apartment
Complex, after payment of the mortgage loan and other Local Limited
Partnership obligations and the following, in the order set forth: the
capital contribution of Series 5; and the capital contribution of the Local
General Partners.
(5) Series 5 will make its capital contributions to the Local Limited
Partnership in stages, with each contribution due when certain conditions
regarding construction or operations of the Apartment Complex have been
fulfilled.
12
<PAGE>
ITEM 3. LEGAL PROCEEDINGS:
- ---------------------------
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
- -------------------------------------------------------------
Not applicable.
PART II.
- --------
ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED
- ---------------------------------------------------------------------------
SECURITY HOLDER MATTERS:
------------------------
The Limited Partnership Interests are not traded on a public exchange but are
being sold through a public offering. It is not anticipated that any public
market will develop for the purchase and sale of any Limited Partnership
Interest. Limited Partnership Interests can be assigned only if certain
requirements in the Partnership's Agreement of Limited Partnership ("Partnership
Agreement") are satisfied. At December 31, 1995, there were 432 registered
holders of Limited Partnership Interests in Series 4. As of December 31, 1995,
Series 5 had not raised the minimum offering amount of $1,400,000 and
consequently had not admitted any Limited Partners.
Neither Partnership was designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships. Notwithstanding the preceding,
inasmuch as Series 4 did not generate Tax Credits in 1994, Series 4 distributed
to each Limited Partner admitted during 1994 an amount equal to 8%, annualized,
of the purchase price of the Limited Partner's Units, calculated from the date
Series 4 received the Limited Partner's subscription through December 31, 1994.
The distribution, in an aggregate amount of $18,302, occurred during the first
quarter of 1995 and was funded by cash contributed to Series 4 by WNC &
Associates, Inc. Accordingly, the distributions had no effect on the amount of
cash available to Series 4 for investment. Series 4 did not generate any
significant amounts of income for book or tax purposes during 1994. Accordingly,
the distributions constitute a return of , rather than a return on, capital.
Prospective investors should note that although distributions reduce the capital
accounts of the Limited Partners receiving the distributions, the distributions
generally will not otherwise affect subsequent distributions or allocations of
income or loss because distributions and allocations generally are determined
based on the number of Units outstanding and not as a result of the amount of
invested capital. This was an extraordinary distribution and no further
distributions from funds of WNC & Associates, Inc. are anticipated for either
Series 4 or Series 5. Limited Partners in Series 4 received Federal and state
Housing Tax Credits in 1995 of $12 and $70 per Unit, respectively.
13
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
SERIES 4
- --------
For the Period July 26,
1994(Date Operations
For Year Ended Commenced) to
December 31, 1995 December 31,1994
----------------- ----------------
Revenues $ 160,888 $ 1,613
Partnership operating
expenses (137,234) (13,399)
Equity in income (loss) from
limited partnerships (100,224) 2,212
-------- -----
Net loss $(76,570) $(9,574)
======== =======
Net loss per weighted
limited partner units $(9) $(11)
=== ====
Total assets $12,347,056 $5,198,745
=========== ==========
Investments in
limited partnerships $8,494,018 $3,355,553
========== ==========
Payable to
limited partnerships $2,785,857 $584,640
========== ========
Accrued fees and expenses
due to affiliates $102,526 $1,700,543
======== ==========
Series 4 was organized on February 16, 1994 and had only minimal activity until
December 19, 1994, the date the Partnership's minimum offering requirement was
satisfied. Series 4's Offering of Limited Partnership Interests commenced on
July 26, 1994. Due to these factors and the nature of Series 4's business (i.e.,
raising capital and acquiring Local Limited Partnership Interests over the first
several years of its term), the data provided above will not be directly
comparable from year to year. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
SERIES 5
- -------- From Inception (September
12, 1995) to
December 31, 1995
-----------------
Revenues $0
Partnership operating
expenses 0
Equity in income from
limited partnerships 0
-
Net loss $0
==
Net loss per weighted
limited partner $0
==
Total assets $1,000
======
14
<PAGE>
From Inception (September
12, 1995) to
December 31, 1995
-----------------
Investments in
limited partnerships 0
=
Payable to
limited partnerships 0
=
Accrued fees and expenses
due to affiliates 0
=
Series 5 was organized on September 12, 1995 and had only minimal activity
through December 19, 1995. Series 5's Offering of Limited Partnership Interests
commenced on November 9, 1995 and it had not raised the minimum offering amount
of $1,400,000 by December 31, 1995. See "Organization." Due to these factors and
the nature of Series 5's business (i.e., raising capital and acquiring Local
Limited Partnership Interests over the first several years of its term), the
data provided above will not be directly comparable from year to year. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ---------------------------------------------------------------------------
RESULTS OF OPERATIONS:
----------------------
Liquidity and Capital Resources
- -------------------------------
SERIES 4
Series 4's primary source of capital has been the proceeds from its Offering of
Limited Partnership Interests (called "Units" herein).
Overall, as reflected in its Statement of Cash Flows, Series 4 had a net
increase in cash and cash equivalents of approximately $3,342,000 and $485,000
for the years ended December 31, 1995 and 1994, respectively. This increase in
cash was provided by Series 4's financing activities, including the proceeds
from its Offering and, for 1994, the short term indebtedness described below.
Cash from financing activities for the period ended December 31, 1995 and 1994
of approximately $5,295,000 and $4,201,000, respectively was sufficient to fund
the investing activities of Series 4 (i.e., capital contributions and loans to
Local Limited Partnerships) of approximately $1,979,000 and $3,718,000,
respectively. Cash provided and used by the operating activities of Series 4 was
minimal compared to its other activities. Cash provided consisted primarily of
interest received on cash deposits and Limited Partner Promissory Notes, and
cash used consisted primarily of payment for operating fees and expenses. The
major components of all these activities are discussed in greater detail below.
As of December 31, 1995 and 1994 Series 4 was indebted to WNC & Associates, Inc.
in the amounts of approximately $102,500 and $1,701,000, respectively. The
component items of such indebtedness were as follows:
1995 1994
---- ----
Accrued Acquisition Fees .......................... $ 14,000 $ 151,000
Advances to pay Front-End Fees .................... 55,000 286,000
Advances to make loans and capital contributions to
Local Limited Partnerships ........................ 0 1,264,000
Accrued Asset Management Fees ..................... 32,000 0
Accrued expense reimbursements .................... 1,500 0
15
<PAGE>
WNC & Associates, Inc. obtained the necessary funds for the 1994 advance of
$1,264,000 pursuant to a bank line of credit. As permitted by Series 4's
Partnership Agreement, such funds bore interest at the lender's rate (i.e., the
rate paid by the WNC & Associates, Inc. pursuant to its line of credit) which
ranged from 9.75% to 10.5% per annum. In addition, Series 4 obtained a bank loan
in the amount of $1,200,000. The loan bore interest at a variable rate equal to
0.75% under the prime rate as published in The Wall Street Journal, which ranged
from 7.0% to 8.25% per annum, and was payable interest only on a monthly basis
until April 1995, when the entire principal amount matured and was repaid.
Series 4 terminated its offering of Units in August 1995 at which time it had
received and accepted subscriptions for 11,500 Units. The following information
pertains to Series 4's investments in Local Limited Partnerships:
<TABLE>
<CAPTION>
March 31, 1996 December 31 1995
December 31, 1994
-------------- ----------------
------------------
<S> <C> <C>
<C>
Capital contributions made to
Local Limited Partnerships $5,694,000 $5,102,000
$2,743,000
- --------------------------------------------------------------------------------
- -----------------------
Commitments for additional
capital contributions made to
Local Limited Partnerships $2,682,000 $2,786,000
$3,500,000
- --------------------------------------------------------------------------------
- -----------------------
Loans outstanding to Local
Limited Partnerships $0 $0
$1,099,000
- --------------------------------------------------------------------------------
- -----------------------
</TABLE>
Of the loans outstanding as of December 31, 1994, approximately $147,000 was
loaned to Sycamore and $500,000 was loaned to Maharlika. These amounts were
applied to Series 4's purchase price upon acquisition of those Local Limited
Partnership Interests in 1995. The balance of approximately $452,000 was loaned
to a Local Limited Partnership in which Series 4 did not make an investment.
This amount was repaid to Series 4 in August 1995.
SERIES 5
As of December 31, 1995, Series 5 had not raised the minimum offering amount of
$1,400,000. Series 5 has made investments in, or commitments to, Local Limited
Partnerships prior to the receipt of Offering proceeds in an amount sufficient
to complete such investments. It is possible that Series 5 ultimately will not
receive sufficient proceeds to meet all of its obligations with respect to its
investments. If not, Series 5 would attempt to sell one or more Local Limited
Partnership Interests for the best price obtainable.
As of December 31, 1995, Series 5 had only nominal funds as it is newly formed,
had not yet commenced operations and the capital anticipated to be raised
through its public Offering of Units had not yet become available. Series 5 is
raising equity capital from investors by means of a public offering and will
apply such funds to the purchase price and acquisition fees and costs of Local
Limited Partnership Interests, reserves and expenses of the Offering.
In February 1996, Series 5 raised the minimum offering amount. As of March 31,
1996, Series 5 had sold 1,981 Limited Partnership Interests consisting of cash
of $1,943,500 and Limited Partner promissory notes of $37,500.
16
<PAGE>
SERIES 4 AND SERIES 5
- ---------------------
Prior to sale of the Apartment Complexes, it is not
expected that any of the Local Limited Partnerships in which the Partnerships
have invested or will invest will generate cash from operations sufficient to
provide distributions to the Limited Partners in any material amount.
Distributions to the Partnerships would first be used to meet operating expenses
of the Partnership, including the payment of the Asset Management Fee to the
General Partner. See Item 11 hereof. As a result, it is not anticipated the
Partnerships will provide distributions to the Limited Partners prior to the
sale of the Apartment Complexes.
Notwithstanding the preceding, inasmuch as Series 4 did not generate Housing Tax
Credits in 1994, Series 4 distributed to each Limited Partner admitted during
1994 an amount equal to 8%, annualized, of the purchase price of the Limited
Partner's Limited Partnership Interests, calculated from the date Series 4
received the Limited Partner's subscription through December 31, 1994. The
distribution, in an aggregate amount of $18,302, occurred during the first
quarter of 1995 and was funded by cash contributed to Series 4 by WNC &
Associates, Inc. Accordingly, the distributions had no effect on the amount of
cash available to Series 4 for investment. Series 4 did not generate any
significant amounts of income for book or tax purposes during 1994. Accordingly,
the distributions constitute a return of , rather than a return on, capital.
Prospective investors should note that although distributions reduce the capital
accounts of the Limited Partners receiving the distributions, the distributions
generally will not otherwise affect subsequent distributions or allocations of
income or loss because distributions and allocations generally are determined
based on the number of Limited Partnership Interests outstanding and not as a
result of the amount of invested capital. Prospective investors should also note
that this was an extraordinary distribution and that no further distributions
from WNC & Associates, Inc.'s funds are anticipated for either Series 4 or
Series 5.
The Partnerships' 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 Local
Limited Partnerships and the Partnerships. 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 Limited Partnership Interests will be sufficient to fund the
Partnerships' investment commitments and proposed operations.
The Partnerships have or 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
Partnerships including 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 Partnerships. Liquidity would,
however, be adversely affected by unanticipated or greater than anticipated
operating costs. The Partnerships' 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 Partnerships, 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 Local Limited Partnerships
for such purposes or to replenish or increase working capital reserves.
Under both Partnership Agreements, the Partnerships do not have the ability to
assess their respective partners for additional capital contributions to provide
capital if needed by the Partnerships or their Local Limited Partnerships.
Accordingly, if circumstances arise that cause the Local Limited Partnerships to
require capital in addition to that contributed by the respective Partnership
and any equity of the Local General Partners, 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 because the Apartment Complexes owned by the Local
Limited Partnerships are already substantially leveraged), (ii) additional
equity contributions or advances of the Local General Partners, (iii) other
17
<PAGE>
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 Local Limited
Partnerships in question. If such funds are not available, the Local Limited
Partnerships would risk foreclosure on their Apartment Complexes if they were
unable to renegotiate the terms of their first mortgages and any other debt
secured by the Apartment Complexes to the extent the capital requirements of the
Local Limited Partnerships relate to such debt.
The Partnerships' capital needs and resources are expected to undergo major
changes during the first several years of operations as a result of the
completion of their respective offerings of Units and acquisition of
investments. Thereafter, the Partnerships' capital needs and resources are
expected to be relatively stable over the holding periods of the investments.
Results of Operations
- ---------------------
SERIES 4
As discussed in Item 1 above, as of March 28, 1996, Series 4 had acquired
interests in eight Local Limited Partnership Interests and identified for
investment one other Local Limited Partnership Interest. Each of the Apartment
Complexes owned by such Local Limited Partnerships has received a reservation or
an allocation for Low Income Housing Tax Credits.
As of December 31, 1995, Series 4 had invested in six Local Limited
Partnerships, two of which had not yet commenced operations.
Consistent with Series 4's investment objectives, each Local Limited Partnership
is generating or is expected to generate Housing Tax Credits for a period of
approximately ten years, commencing with completion of construction or
rehabilitation of its Apartment Complex and is generating or is expected to
generate losses until sale of the Apartment Complex.
As reflected on its Statements of Operations, Series 4 had losses of
approximately $76,600 and $9,600 for the years ended December 31, 1995 and 1994,
respectively. The component items of revenue and expense are discussed below.
Revenue.
- --------
Revenues consisted entirely of interest earned on Limited Partner Promissory
Notes and cash deposits held in financial institutions (i) as reserves, or (ii)
pending investment in Local 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 Series 4 will maintain cash reserves in an
amount not materially in excess of the minimum amount required by its
Partnership Agreement, which is 3% of investor capital.
Expenses.
- ----------
The most significant component of operating expenses is expected to be the Asset
Management Fee. The Asset Management Fee is equal to the greater of $2,000 for
each Apartment Complex or 0.275 % of investor capital, and will be increased
based on changes in the Consumer Price Index. The Asset Management Fee of
approximately $16,050 was incurred in the year ended December 31, 1995. No Asset
Management Fee was incurred during 1994.
Amortization expense consists of the amortization over a period of 30 years of
the Acquisition Fee and other expenses attributable to the acquisition of Local
Limited Partnership Interests.
Office expense consists of Series 4's administrative expenses, such as
accounting and legal fees, bank charges and investor reporting expenses.
18
<PAGE>
Equity in Income from Local Limited Partnerships.
- ----------------------------------------------------
Series 4's equity in income
from Local Limited Partnerships is equal to approximately 99% of the aggregate
net income of the Local Limited Partnerships incurred after admission of Series
4 as a limited partner thereof.
After rent-up, the Local 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 Local Limited Partnerships are expected to exceed net
rental income.
SERIES 5
As of December 31, 1995, Series 5 financial statements reflect only the initial
capital contributions of $100 and $900, from the General Partner and original
limited partner.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
- -------------------------------------------------------
The Financial Statements and Supplementary Data for Series 4 and Series 5 are
listed under Item 14.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE:
- --------------------------------------------------------------
Not applicable.
19
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, IV, L.P., SERIES 4
(A California Limited Partnership)
For The Years Ended December 31, 1995 and For The
Period July 26, 1994 (Date Operations Commenced)
To December 31, 1994
with
INDEPENDENT AUDITORS' REPORT THEREON
FS-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners
WNC California Housing Tax Credits IV, L.P., Series 4
We have audited the accompanying balance sheets of WNC California Housing Tax
Credits IV, L.P., Series 4 (a California Limited Partnership) (the
"Partnership") as of December 31, 1995 and 1994, and the related statements of
operations, partners' equity (deficit) and cash flows for the year ended
December 31, 1995 and for the period July 26, 1994 (date operations commenced)
to December 31, 1994. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the financial
statements of the limited partnerships in which WNC California Housing Tax
Credits IV, L.P., Series 4 is a limited partner. These investments, as discussed
in Note 3 to the financial statements, are accounted for by the equity method.
The investments in these limited partnerships represented 69% and 65% of the
total assets of WNC California Housing Tax Credits IV, L.P., Series 4 at
December 31, 1995 and 1994, respectively. The financial statements of the
limited partnerships were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts included
for the limited partnerships, is based solely on the reports of the other
auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC California Housing Tax Credits IV, L.P., Series 4
(a California Limited Partnership) as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for the year ended December 31,
1995 and for the period July 26, 1994 (date operations commenced) to December
31, 1994 in conformity with generally accepted accounting principles.
/s/ CORBIN & WERTZ
Irvine, California
February 29, 1996
FS-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners
Colonial Village - Auburn
(A California Limited Partnership)
Rocklin, California
We have audited the accompanying balance sheet of Colonial Village - Auburn (A
California Limited Partnership) as of December 31, 1995 and the related
statements of income, partners' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our option.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Colonial Village - Auburn (A
California Limited Partnership) as of December 31, 1995 and the results of its
operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.
/s/ BURKE & REA
Stockton, California
April 10, 1996
FS-3
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners
Maharlika, Ltd.
(A California Limited Partnership)
Sacramento, California
We have audited the accompanying balance sheet of Maharlika, Ltd. (A California
Limited Partnership) as of December 31, 1995, and the related statements of
income, partners' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Maharlika, Ltd. (A California
Limited Partnership) as of December 31, 1995, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ BOWMAN & COMPANY, LLP
Stockton, California
January 26, 1996
FS-4
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Partners
Sycamore Hills L.P.
Salem, Indiana
We have audited the accompanying balance sheet of Sycamore Hills, L.P. (an
Indiana limited partnership), RECD Project Number 15-088-351865371, as of
December 31, 1995 and the related statements of operations, partners' capital,
and cash flows for the year then ended. These financial statements are the
responsibility of Sycamore Hills L.P.'s management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion .
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sycamore Hills, L.P. as of
December 31, 1995 and the results of its operations, changes in partners'
capital and cash flows for the year then ended in conformity with generally
accepted accounting principles.
/s/ CROWE, CHIZEK and COMPANY LLP
Elkhart, Indiana
February 8, 1996
FS-5
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Partners of Wills Point Crossing, L.P.:
We have audited the accompanying balance sheet of Wills Point Crossing, L.P. as
of December 31, 1995, and the related statements of operations, partnership
capital, and cash flows for the period of inception through December 31, 1995.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion .
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wills Point Crossing, L.P. as
of December 31, 1995, and the results of its operations and its cash flows for
the period of inception through December 31, 1995 in conformity with generally
accepted accounting principles.
/s/ Jonathan Cocks & Associates
Certified Public Accountants
2929 North Central Expressway, Suite 250
Richardson, Texas 75080
February 28, 1996
FS-6
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners
Woodlake Valencia Partners
(A California Limited Partnership)
Visalia, California
We have audited the accompanying balance sheet of Woodlake Valencia Partners (A
California Limited Partnership) (A Development Stage Partnership), as of
December 31, 1995 and the related statements of income, partners' equity, and
cash flows for the year then ended. This financial statement is the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit of the balance sheet provides a reasonable basis for our option.
In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Woodlake Valencia Partners (A
California Limited Partnership) (A Development Stage Partnership), as of
December 31, 1995, in conformity with generally accepted accounting principles.
/s/ BURKE & REA
Stockton, California
April 30, 1996
FS-7
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
BALANCE SHEETS
December 31, 1995 and 1994
ASSETS
1995 1994
---- ----
Cash and cash equivalents .................. $ 3,827,214 $ 484,771
Subscriptions receivable (Note 8)- ......... -- 258,200
Loans receivable (Note 2) .................. -- 1,098,608
Investments in limited partnerships
(Note 3) .................................. 8,494,018 3,355,553
Other assets ............................... 25,824 1,613
------ -----
$ 12,347,056 $ 5,198,745
============ ============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Loan payable (Note 5) .................... $ -- $ 1,200,000
Accrued interest payable ................. -- 13,388
Payable to limited partnerships
(Note 6) ................................ 2,785,857 584,640
Accrued fees and advances due to
General Partner and affiliate
(Note 4) ................................ 102,526 1,700,543
- ------- ---------
Total liabilities ..................... 2,888,383 3,498,571
========= =========
Commitments and contingencies (Note 9)
Partners' equity (deficit) (Note 8):
General partner .......................... (14,581) (3,015)
Limited partner (25,000 units
authorized, 11,500 and 2,157 units
issued and outstanding at December
31, 1995 and 1994, respectively) ........ 9,473,254 1,703,189
--- ---- ----- --------- ---------
Total partners' equity ................ 9,458,673 1,700,174
--------- ---------
$ 12,347,056 $ 5,198,745
============ ===========
See accompanying notes to financial statements
FS-8
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
1995 1994
---- ----
Interest income ................................ $ 160,888 $ 1,613
Operating expenses:
Amortization ................................. 16,056 --
Partnership management fees
(Note 4) .................................... 31,625 --
Interest expense (Notes 4 and 5) 79,853 13,387
Office ....................................... 9,700 12
137,234 13,399
Income (loss) from operations .................. 23,654 (11,786)
Equity in income (loss) of limited
partnership (Note 3) .......................... (100,224) 2,212
Net loss ....................................... $ (76,570) $ (9,574)
Net loss allocable to:
General partner .............................. $ (766) $ (96)
Limited partner .............................. $ (75,804) $ (9,478)
Net loss per weighted limited partner
units ......................................... $ (8.68) $ (10.84)
Outstanding weighted limited
partner units ................................. 8,735 874
See accompanying notes to financial statements
FS-9
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
<TABLE>
<CAPTION>
General
Limited
Partner
Partner Total
-------
- ------- ------
<S> <C> <C>
<C>
Capital contribution
from General Partner ............................... $ 100 $
- $ 100
Capital contributions
(Note 8) ........................................... --
2,157,000 2,157,000
Capital issued for
notes receivable
(Note 8) ........................................... --
(145,500) (145,500)
Offering expenses ................................... (3,019)
(298,833) (301,852)
Net loss ............................................ (96)
(9,478) (9,574)
Equity (deficit)
December 31, 1994 .................................. (3,015)
1,703,189 1,700,174
--- ---- ------
- --------- ---------
Capital contributions,
net of discounts
(Note 8) ........................................... --
8,942,050 8,942,050
Collection of notes
receivable (Note 8) ................................ --
145,500 145,500
Capital issued for
notes receivable
(Note 8) ........................................... --
(172,500) (172,500)
Offering expenses ................................... (10,800)
(1,069,181) (1,079,981)
</TABLE>
See accompanying notes to financial statements
FS-10
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT) Continued
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
<TABLE>
<CAPTION>
General Limited
Partner Partner
Total
------- -------
------
<S> <C> <C>
<C>
Net loss (766)
(75,804) (76,570)
----
- ------- -------
Equity (deficit)
December 31, 1995 $ (14,581) $
9,473,254 $ 9,458,673
=== ==== =====================
============= ============
</TABLE>
See accompanying notes to financial statements
FS-11
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
1995 1994
---- ----
Cash flows provided by operating
activities:
Net loss ........................... $ (76,570)$ (9,574)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Amortization ....................... 16,056 --
Equity in losses (income) of
limited partnership ............... 100,224 (2,212)
Change in accrued interest
payable ........................... (13,388) 13,388
Net cash provided by operating
activities ............................ 26,322 1,602
Cash flows used in investing activities:
Investments in limited partnerships .. (2,501,693) (2,600,000)
Acquisition fees ..................... (551,835) (17,771)
Loans receivable ..................... 1,098,608 1,098,608)
Increase in other assets ............. (24,211) (1,613)
Net cash used in investing activities .. (1,979,131) (3,717,992)
Cash flows provided by financing
activities:
(Payments to) advances from affiliates
of general partner .................. (1,598,017) 1,263,862
Capital contributions ................ 9,173,250 1,753,400
Offering costs ....................... (1,079,981) (16,101)
(Repayments) proceeds from loan
payable ............................. (1,200,000) 1,200,000
Net cash provided by financing
activities ............................ 5,295,252 4,201,161
Net increase in cash ................... 3,342,443 484,771
Cash and cash equivalents, beginning
of period ............................. 484,771 --
Cash and cash equivalents, end of
period ................................ $ 3,827,214 $ 484,771
See accompanying notes to financial statements
FS-12
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS - CONTINUED
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
1995 1994
---- ----
SUPPLEMENTAL DISCLOSURE OF NONCASH
FINANCING AND INVESTING ACTIVITY:
The Partnership has incurred but
not paid:
Capital contributions in connection
with investments in limited
partnerships ..................... $ 2,201,217 $ 584,640
============= ========
Acquisition fees and offering costs
advanced by an affiliate .......... $ -- $436,741
========== ========
The Partnership has not received -
Subscriptions in connection with
capital contributions ............ $ 172,500 $ 403,700
=========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest paid ....................... $ 93,241 $ --
========== ===========
Taxes paid .......................... $ 800 $ --
========== ===========
See accompanying notes to financial statements
FS-13
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Organization
- ------------
WNC California Housing Tax Credits IV, L.P., Series 4 (the "Partnership") was
formed under the California Revised Limited Partnership Act on February 16,
1994, and commenced operations on July 26, 1994. 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 is WNC California 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.
The partnership agreement authorized the sale of up to 25,000 units of limited
partnership interest (Units) at $1,000 per Unit. The offering of Units concluded
in August 1995 at which time 11,500 Units representing subscriptions, net of
discounts of $400,950 for purchases of 100 units or more, in the amount of
$11,099,050 had been accepted. 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 proceeds from a 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 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.
The Partnership's investments in limited partnerships are subject to the risks
incident to the management and ownership of multifamily residential real estate,
and include the risks that neither the Partnership's investments nor the
apartment complexes owned by the limited partnerships will be readily
marketable. Additionally there can be no assurance that the Partnership will be
able to dispose of its interest in the limited partnerships. The value of the
Partnership's investments will be subject to changes in national and
Continued
FS-14
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- --------------------------------------------------------------
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
apartment complexes and the Partnership. The apartment complexes could be
subject to loss through foreclosure. In addition, each limited partnership is
subject to risks relating to environmental hazards which might be uninsurable.
Because the Partnership's ability to control its operations will depend on these
and other factors beyond the control of the General Partner and the general
partners of the limited partnerships, there can be no assurance that Partnership
operations will be profitable or that the anticipated housing tax credits will
be available to limited partners.
Method of Accounting For Investment in Limited Partnership
- ----------------------------------------------------------
The Partnership accounts for its investment in limited partnership using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the limited partnership's results of operations and for
any distributions received. Costs incurred by the Partnership in acquiring the
investment in limited partnership are capitalized as part of the investment and
amortized over 30 years (see Note 4).
Losses from limited partnership allocated to the Partnership will not be
recognized to the extent that the investment balance would be adjusted below
zero.
Cash and Cash Equivalents
- -------------------------
The Partnership consider all investments with remaining maturities of three
months or less when purchased to be cash equivalents.
Concentration of Credit Risk
- ----------------------------
As of December 31, 1995, the Partnership maintained cash balances at certain
financial institutions in excess of amounts insured by Federal agencies.
Continued
FS-15
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
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 in connection with the
selling of 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 limited partners' capital. As of December 31,
1995, the Partnership has incurred offering and selling expenses
of $827,363 and $554,470, respectively. As of December 31, 1994, the Partnership
had incurred offering and selling expenses of $150,862 and $150,990,
respectively. No organizational expenses were incurred during 1995 or 1994.
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.
Reclassifications
- ------------------
Certain reclassifications have been made to the 1994
balances to conform to the 1995 presentation.
Net Loss Per Limited Partner Units
- ----------------------------------
Net loss per limited partner unit is computed by dividing the limited partners'
share of net loss by the weighted number of limited partner units outstanding
during the period.
Continued
FS-16
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
NOTE 2 - LOANS RECEIVABLE
- -------------------------
Loans receivable represents amounts loaned by the Partnership to certain limited
partnerships in which the Partnership may invest. These loans will be applied
against the first capital contribution due if the Partnership ultimately
acquires a limited partnership interest, commencing on the date funds were
advanced. Loans receivable were all collected in 1995. These loans were secured
by the general partner's interest in the respective limited partnerships.
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
- --------------------------------------------
At December 31, 1995, the Partnership had acquired limited partnership interests
in six limited partnerships which own and operate apartment complexes consisting
of 246 apartment units. The accounting policies of the limited partnerships are
consistent with the Partnership. The Partnership, as a limited partner, is
generally entitled to 99% of the operating profits and losses of the limited
partnership. The Partnership's investment in the limited partnership as shown in
the accompanying balance sheet as of December 31, 1995 and 1994, is
approximately $3,410,000 and $753,000, respectively, greater than the
Partnership's equity as shown in the limited partnership's financial statements.
This difference is due to acquisition and selection costs related to the
acquisition of the investments that have been capitalized in the Partnership's
investment account and will be amortized over 30 years and capital contributions
accrued but not paid (Note 6).
Following is a summary of the investments in limited partnerships and a
reconciliation to the limited partnerships accounts as of December 31, 1995 and
1994:
Continued
FS-17
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
1995 1994
---- ----
Investments, beginning of year ... $ 3,355,553 $ --
Total capital contributions to
limited partnership (see Note 6) 4,702,910 3,184,640
Capitalized acquisition costs (see
Note 4) ......................... 551,835 168,701
Amortization of acquisition cost . (16,056) --
Equity in income (losses) of
limited partnerships ............ (100,224) 2,212
-------- -----
Investments, end of year ......... $ 8,494,018 $ 3,355,553
=========== ===========
Selected financial information from the combined financial statements of
the limited partnerships as of December 31, 1995 and 1994, and for the periods
then ended is as follows:
COMBINED BALANCE SHEET
ASSETS ........................... 1995 1994
---- ----
Buildings and improvements, net of
accumulated depreciation of
$141,540 for 1995 ............... $9,880,000 $ --
Land ............................. 800,000 448,000
Construction in progress ......... 1,141,000 1,415,000
Other assets ..................... 1,100,000 1,324,000
--------- ---------
$ 12,921,000 $ 3,187,000
Continued
FS-18
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIP, continued
- ------------------------------------------------------
COMBINED BALANCE SHEET, continued
LIABILITIES AND PARTNERS' EQUITY 1995 1994
---- ----
Liabilities -
Construction loan payable ........ $ 5,045,000 $ 134,000
Other liabilities (including
payables to affiliates of
$1,060,000 and $341,000 for
1995 and 1994, respectively) .... 2,760,000 451,000
---- ----- --------- -------
Total liabilities ............. 7,805,000 585,000
--------- -------
Partners' equity:
WNC California Housing Tax Credits
IV, L.P., Series 4 .............. 5,084,000 2,602,000
Other partners ................... 32,000 --
------
Total partners' equity ........ 5,116,000 2,602,000
--------- ---------
$12,921,000 $3,187,000
=========== ==========
COMBINED STATEMENT OF OPERATIONS
1995 1994
---- ----
Total revenues ..... $217,000 $ 2,000
Expenses:
Operating expenses 104,000 -----
Interest expense . 72,000 -----
Continued
FS-19
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIP, continued
- ------------------------------------------------------
COMBINED STATEMENT OF OPERATIONS, continued
1995 1994
---- ----
Depreciation and amortization 142,000 -----
Total expenses ........... 318,000 -----
Net (loss) income ............. $(101,000) $ 2,000
Net (loss) income allocable to
the Partnership .............. $(100,224) $ 2,000
NOTE 4 - RELATED PARTY TRANSACTIONS
- -----------------------------------
Under the terms of the Partnership Agreement, the Partnership is obligated to
the General Partner or its affiliates for the following items:
Acquisition fees of 7% of the gross proceeds from the sale of
Partnership units as compensation for services rendered in connection
with the acquisition of limited partnerships. As of December 31, 1995
and 1994, acquisition fees of $640,930 and $150,990, respectively,
have been incurred and included in limited partnership investment.
Accumulated amortization amounted to $13,792 as of December 31, 1995.
No amortization was recorded during 1994.
Reimbursement of costs incurred by an affiliate of the General Partner
in connection with the acquisition of limited partnerships. These
reimbursements will not exceed 1.0% of the gross proceeds. As of
December 31, 1995 and 1994, the Partnership has incurred acquisition
costs of $79,606 and $17,711, respectively, which have been included
in limited partnership investment. Accumulated amortization was
insignificant for 1995. No amortization was recorded during 1994.
Continued
FS-20
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
NOTE 4 - RELATED PARTY TRANSACTIONS, continued
- ----------------------------------------------
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 plus its allocable percentage of
the mortgage debt encumbering the apartment complexes) of the limited
partnerships. Management fees of $31,625 were incurred for 1995. No
management fees were incurred for the period ended December 31, 1994.
A subordinated disposition fee in an amount equal to 1% of the sales
price of real estate sold. Payment of this fee is subordinated to the
limited partners receiving a return on investment (as defined in the
Partnership Agreement) and is payable only if services are rendered in
the sales effort.
Accrued fees and advances due the General Partner and affiliate are summarized
as follows:
1995 1994
---- ----
Acquisition fees ...............................$ 14,321 $ 150,990
Advances made for acquisition costs,
organizational, offering and selling
expenses ...................................... 56,580 285,751
Asset management fees .......................... 31,625 -------
Advances made to acquire limited
partnerships .................................. -- 1,263,802
---------
$ 102,526 $ 1,700,543
Continued
FS-21
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
NOTE 4 - RELATED PARTY TRANSACTIONS, continued
- ----------------------------------------------
Amounts advanced to acquire limited partnerships bore interest at the rate
incurred by the affiliate on its line of credit which has ranged from 9.75% to
10.5% per annum. Interest incurred on these advances during 1995 amounted to
$38,174.
NOTE 5 - LOAN PAYABLE
- ---------------------
Loan payable at December 31, 1994 consisted of borrowings from a bank
collateralized by assets owned by a general partner of the limited partnership
in which the Partnership has an investment (see Note 1). The loan matured and
was paid April 18, 1995 and bore interest at the bank's prime less 0.75% (8.25%
at December 31, 1994).
NOTE 6 - PAYABLE TO LIMITED PARTNERSHIPS
- ----------------------------------------
Payable to limited partnerships represents amounts which are due at various
times based on conditions specified in the limited partnership agreements. These
contributions are non-interest bearing, are payable in installments and are due
upon the limited partnership achieving certain operating benchmarks (generally
within two years of the Partnership's initial investment).
NOTE 7 - INCOME TAXES
- ---------------------
No provision for income taxes has been recorded in the accompanying financial
statements since all items of taxable income and loss will be allocated to the
partners for inclusion in their respective income tax returns.
NOTE 8 - SUBSCRIPTIONS AND INVESTOR NOTES RECEIVABLE
- ----------------------------------------------------
At December 31, 1995 and 1994, the Partnership had accepted $172,500 and
$145,500, respectively in promissory notes from limited partners. During 1995
and 1994, limited partners who subscribed for ten or more units of limited
partnership interest ($10,000) could elect to pay 50% of the purchase price in
cash upon subscription and the remaining 50% by the delivery of a promissory
note payable, together with interest at the rate of 8% per annum, due no later
than 13
Continued
FS-22
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended December 31, 1995
And For The Period July 26, 1994
(Date Operations Commenced) to December 31, 1994
NOTE 8 - SUBSCRIPTIONS AND INVESTOR NOTES RECEIVABLE, continued
- ---------------------------------------------------------------
months after the subscription date. Since the promissory notes had not been
collected as of the date of issuance of the financial statements, their
aggregate unpaid balance was reflected as a reduction of partners' equity in the
accompanying financial statements. The promissory notes accepted during 1994
amounting to $145,500 were collected during 1995. At December 31, 1994, the
Partnership had received subscriptions for Units totaling $258,200, net of
discounts. Such receivables were reflected as assets as of December 31, 1994
since the amount was collected subsequent to such date but prior to issuance of
the Partnership's financial statements.
NOTE 9 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
Subsequent to December 31, 1995, the Partnership acquired limited partnership
interests totaling $211,677 in two additional limited partnerships. Furthermore,
the Partnership is negotiating to acquire a limited partnership interest in
another additional limited partnership. This investment would commit the
Partnership to additional capital contributions of $482,865.
FS-23
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS, IV, L.P., SERIES 5
(A California Limited Partnership)
(A Development-State Enterprise)
BALANCE SHEET
As of December 31, 1995
with
INDEPENDENT AUDITORS' REPORT THEREON
FS-24
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners
WNC California Housing Tax Credits IV, L.P., Series 5
We have audited the accompanying balance sheet of WNC California Housing
Tax Credits IV, L.P., Series 5 (a California limited partnership) (the
"Partnership") (a development-stage enterprise) as of December 31, 1995. The
balance sheet is the responsibility of the Partnership's management. Our
responsibility is to express an opinion on the balance sheet based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the accompanying balance sheet referred to above, presents
fairly, in all material respects, the financial position of WNC California
Housing Tax Credits IV, L.P., Series 5 (a California limited partnership) (a
development-stage enterprise) as of December 31, 1995 in conformity with
generally accepted accounting principles.
/s/ CORBIN & WERTZ
Irvine, California
February 29, 1996
FS-25
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 5
(A California Limited Partnership)
(A Development-Stage Enterprise)
BALANCE SHEET
December 31, 1995
ASSETS
Cash $ 1,000
=============
LIABILITIES AND PARTNERS' CAPITAL
Commitments and contingencies (Notes 2 and 4)
Partners' capital:
General partner $ 100
-----------
Original limited partner 900
---
Total liabilities and partners' capital $ 1,000
==========
See accompanying notes to balance sheet
FS-26
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 5
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO BALANCE SHEET
December 31, 1995
NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES
- ------------------------------------------------------
BASIS OF PRESENTATION
- ---------------------
WNC California Housing Tax Credits IV, L.P., Series 5 (the "Partnership") (a
development-stage enterprise) was formed pursuant to the laws of California on
September 12, 1995 and had not commenced operations as of December 31, 1995.
Accordingly, no statement of operations, partners' equity, or cash flows has
been presented. Subsequently, on February 27, 1996, the Partnership commenced
operations (see Note 4). The Partnership was formed to invest as a limited
partner in other limited partnerships which will own and operate multi-family
housing complexes that will qualify for low income housing credits.
ORGANIZATION
- ------------
The general partner, WNC & Associates, Inc. (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 is the original limited partner
of the Partnership and owns, through the Lester Family Trust, 30% of the
outstanding stock of WNC & Associates, Inc.
In accordance with the Partnership Agreement, the Partnership is authorized to
sell 25,000 units of the limited partnership interests at $1,000 per unit
("Units"). Subscriptions of 100 Units or more receive varying volume discounts,
as defined. The accompanying balance sheet does not include certain Partnership
legal, accounting, and other organization and offering costs paid by the General
Partner or its affiliates or fees due the General Partner or its affiliates.
Upon subscription receipts for the minimum offering amount of $1,400,000, the
Partnership will be required to reimburse the General Partner or its affiliates
for such costs and fees out of the proceeds of the offering, up to specified
limits, as defined (see Note 2).
As of December 31, 1995, the Partnership had subscriptions for 1,145 Units. The
Partnership received cash in escrow of $1,103,000 for such subscriptions, net of
$17,000 in volume discounts and received $25,000 in promissory notes.
Subsequently, on February 27, 1996 (date operations commenced), the Partnership
had received subscriptions for 1,544 Units in the amount of $1,420,500 (see Note
4).
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.
Continued
FS-27
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO BALANCE SHEET - CONTINUED
December 31, 1995
NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES, continued
- -----------------------------------------------------------------
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 Agreement) and the General Partner has received a subordinated
disposition fee (as described in Note 2), 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.
Cash in Escrow
- --------------
Funds received in connection with subscriptions are deposited into an escrow
account until the Partnership has raised the minimum offering amount of
$1,400,000 in cash (see Note 4).
NOTE 2 - COMMITMEwNTS AND CONTINGENCIES
- ---------------------------------------
Under the terms of the Partnership Agreement, upon reaching the minimum offering
amount, the Partnership is obligated to the General Partner or its affiliates
for the following items (see Notes 1 and 4):
Acquisition fees of 7.5% of the gross offering proceeds, before volume
discounts, from the sale of Partnership Units as compensation for
services rendered in connection with the acquisition of limited
partnerships.
Reimbursement of costs incurred by an affiliate of the General Partner
in connection with the acquisition of the limited partner interests.
These reimbursements will not exceed 1.0% of gross offering proceeds,
before volume discounts.
An annual asset management fee equal to the greater amount of (i)
$2,000 for each apartment complex, or (ii) 0.275% of gross offering
proceeds, before volume discounts. 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
plus its allocable percentage of the mortgage debt encumbering the
apartment complexes) of the limited partnerships. No management fees
were charged as of December 31, 1995.
Continued
FS-28
<PAGE>
WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO BALANCE SHEET - CONTINUED
December 31, 1995
NOTE 2 - COMMITMENTS AND CONTINGENCIES, 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 offering proceeds, before volume discounts.
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
Partnership Agreement) and is payable only if services are rendered in
the sales effort.
As of December 31, 1995, the Partnership had not been admitted as the majority
limited partner in any limited partnerships. The Partnership is negotiating to
acquire a limited partnership interest which would commit the Partnership to
capital contributions of approximately $3,032,000 (see Note 5).
NOTE 3 - INCOME TAXES
- ---------------------
The Partnership will not make a provision for income taxes since all income and
losses will be allocated to the Partners for inclusion in their respective
returns.
NOTE 4 - SUBSEQUENT EVENT
- -------------------------
On February 27, 1996 (date operations commenced), the Partnership raised the
required minimum offering amount of $1,400,000, as defined in the partnership
agreement. The Partnership had received subscriptions for 1,544 units and
received cash from escrow amounting to $1,420,500, net of volume discounts of
$17,000 and promissory notes of $106,500. Accordingly, the Partnership is
obligated to the General Partner or its affiliates for specified costs paid on
behalf of the Partnership and fees for performing services for the Partnership,
as defined (see Note 2). As of February 27, 1996, the Partnership is obligated
to the General Partner for reimbursement of approximately $1,500 of costs
incurred in connection with acquisitions of limited partnership interests and
approximately $81,500 and $100,600 for offering and selling expenses,
respectively.
NOTE 5 - SUBSEQUENT EVENT (unaudited)
- -------------------------------------
Subsequent to February 29, 1996, the Partnership acquired a 99% interest in a
limited partnership (see Note 2). This limited partnership had no operations
prior to the Partnership's acquisition and had assets of approximately
$1,285,000 at the time of acquisition. These assets consisted of land of
$768,000 and pre-development costs of $517,000. The Partnership intends to
account for this investment under the equity method of accounting.
FS-29
<PAGE>
Part III.
ITEM 11. EXECUTIVE COMPENSATION:
The Partnerships have no officers, employees, or directors. However, under the
terms of the Partnership Agreements, the Partnerships are obligated to the
General Partner for the following fees:
(a) Selection fees in an amount equal to 7% of the gross proceeds of the
Partnerships' offering ("Gross Proceeds") allocable to each of the Local
Limited Partnerships.
(b) A nonaccountable expense reimbursement in an amount equal to 2% of Gross
Proceeds.
(c) An annual asset management fee in an amount equal to the greater of (i)
$2,000 for each Apartment Complex, or (ii) 0.275% of Gross Proceeds.
(d) A subordinated disposition fee in an amount equal to 1% of the sale price
received in connection with the sale or disposition of an Apartment Complex
or Local Limited Partnership Interest. Subordinated disposition fees will
be subordinated to the prior return of the Limited Partners' capital
contributions and payment of the Return on Investment to the Limited
Partners. "Return on Investment" means an annual, cumulative but not
compounded, "return" to the Limited Partners (including Housing Tax
Credits) as a class on their adjusted capital contributions commencing for
each Limited Partner on the last day of the calendar quarter during which
the Limited Partner's capital contribution is received, calculated at the
following rates: (1) 14% through December 31, 2005, and (2) 6% for the
balance of the Partnership's term.
Following is a table presenting amounts incurred as of December 31, 1995
for the above items.
Series 4 Series 5
Selection fees $641,000 $0
- -------------------------------------- ----------------- --------------------
Nonaccountable expense reimbursement 230,000 0
- -------------------------------------- ----------------- --------------------
Asset management fee 31,600 0
- -------------------------------------- ----------------- --------------------
Subordinated disposition fee 0 0
- -------------------------------------- ----------------- --------------------
20
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
(a) Security Ownership of Certain Beneficial Owners
- --- -----------------------------------------------
The Following is only person known known to own beneficially in excess of 5% of
the outstanding Limited Partnership Interests:
- ------------------- ----------------------- ----------------------- ---------
Title Name and address of Amount and nature of Percent
of class beneficial owner beneficial ownership of class
- ------------------- ----------------------- ----------------------- ---------
- ------------------- ----------------------- ----------------------- ---------
Units of Limited Enova Financial, Inc. 4,096 units 44.3%
Partnerhip P.O.Box126943
Interests San Diego, CA 92112-6943
- ------------------- ----------------------- ----------------------- ---------
(b) Security Ownership of Management
- --- --------------------------------
Neither the General Partner nor any of the officers or directors of the
General Partner own directly or beneficially any limited partnership interests
in the Partnerships.
(c) Changes in Control
- --- ------------------
The management and control of the General Partners may be changed at
any time in accordance with their respective organizational documents,
without the consent or approval of the Limited Partners. In addition,
the Partnership Agreement provides for the admission of one or more
additional and successor General Partners in certain circumstances.
First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may
designate one or more persons to be successor or additional General
Partners. In addition, any General Partner may, without the consent of
any other General Partner or the Limited Partners, (i) substitute in
its stead as General Partner any entity which has, by merger,
consolidation or otherwise, acquired substantially all of its assets,
stock or other evidence of equity interest and continued its business,
or (ii) cause to be admitted to each Series an additional General
Partner or Partners if it deems such admission to be necessary or
desirable so that the Series will be classified as partnerships for
Federal income tax purposes. Finally, a majority-in-interest of the
Limited Partners may at any time remove the General Partner of the
Series and elect a successor General Partner.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
- --------------------------------------------------------
All of the Partnerships' affairs are managed by the General Partner (through WNC
& Associates, Inc. in the case of Series 4). The transactions with the General
Partner (and WNC & Associates, Inc. in the case of Series 4)are primarily in the
form of fees paid by the Partnerships for services rendered to the Partnerships,
as discussed in Item 11 and in the notes to the accompanying financial
statements.
21
<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:
Financial Statements
- --------------------
WNC California Housing Tax Credits IV, L.P., Series 4
Independent auditor's reports
Balance sheets, December 31, 1995 and 1994
Statements of Operations For the year ended December, 31, 1995 and for the
Period July 26, 1994 (Date Operations Commenced) to December 31, 1994.
Statement of Partners' Equity For the year ended December, 31, 1995 and for
the Period July 26, 1994 (inception) to December 31, 1994.
Statements of Cash Flows For the year ended December, 31, 1995 and for
the Period July 26, 1994(inception) to December 31, 1994.
Notes to Financial Statements.
WNC California Housing Tax Credits IV, L.P., Series 5
Independent auditor's report
Balance sheet, December 31, 1995
Notes to Balance Sheet.
Financial Statement Schedules:
- ------------------------------
None
Exhibits
- --------
(3) Articles of incorporation and by-laws: The registrant is not incorporated.
The Partnership Agreement included as Exhibit B to the Prospectus, and the
First Amendment to the Partnership Agreement included in the Supplement
dated April 30, 1996 to Prospectus, each of which is included in
Post-Effective No. 10 to Registration Statement on Form S-11 dated May 3,
1996 are incorporated herein by reference as Exhibit 3.
(10) Material contracts:
10.1 Escrow Agreement between Registrant and National Bank of Southern
California filed as exhibit 10.1 to the Pre-effective Amendment No. 2 to
Registration Statement on Form S-11 of the Partnership dated July 22, 1994
is hereby incorporated herein by reference as exhibit 10.1.
10.2 Amended and Restated Agreement of Limited Partnership of Colonial Village
Auburn filed as exhibit 10.1 to Form 8-K dated October 28, 1994 is hereby
incorporated herein by reference as exhibit 10.2
22
<PAGE>
10.3 Amended and Restated Agreement of Limited Partnership of Sycamore Hills,
L.P. filed as exhibit 10.1 to Form 8-K dated January 9, 1995 is hereby
incorporated herein by reference as exhibit 10.3.
10.4 Amended and Restated Agreement of Limited Partnership of Maharlika, a
California Limited Partnership filed as exhibit 10.1 to Form 8-K dated May
31, 1995 is hereby incorporated herein by reference as exhibit 10.4.
10.5 Amended and Restated Agreement of Limited Partnership of Wills Point
Crossing, L.P. filed as exhibit 10.1 to Form 8-K dated July 26, 1995 is
hereby incorporated herein by reference as exhibit 10.5.
10.6 Amended and Restated Agreement of Limited Partnership of Rancheria Village
Apartments, a California Limited Partnership filed as exhibit 10.1 to Form
8-K dated September 26, 1995 is hereby incorporated herein by reference as
exhibit 10.6.
10.7 Amended and Restated Agreement of Limited Partnership of Woodlake Valencia
House, a California Limited Partnership. (1)
10.8 Amended and Restated Agreement of Limited Partnership of Pawnee Associates
I, L.P. (1)
10.9 Amended and Restated Agreement of Limited Partnership of Eagleville
Associates I, L.P. (1)
10.10Amended and Restated Agreement of Limited Partnership of Charleston Place
Apartments filed as exhibit 10.7 to Post-Effective Amendment No. 9 to
Registration Statement on Form S-11 of the Partnership dated April 17, 1996
is hereby incorporated herein by reference as exhibit 10.10.
_________
(1) Previously filed as part of the annual report.
Reports on Form 8-K
No reports on form 8-K were filed during the fourth quarter ended December
31, 1995
23
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 CALIFORNIA TAX CREDITS IV, L.P.,
Series 4 and Series 5
(Registrant)
By: WNC California Tax Credit Partners IV, L.P.,
General Partner
By: WNC & Associates, Inc., General Partner
Date: By: \s\ John B. Lester, Jr.
----------------------------------------------------
John B. Lester, Jr.
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
DATE SIGNATURE: TITLE:
Director and Principal
Executive Officer of
/s/ Wilfred N. Cooper, Sr. the General Partner
-----------------------------------------
Wilfred N. Cooper, Sr.
Director and Principal
Operating Officer and
Secretary of the
General Partner
/s/ John B. Lester, Jr.
----------------------------------------
John B. Lester, Jr.
Director of the
General Partner
------------------------------------------------------------
Kay L. Cooper
Principal Financial
Officer and Principal
the General Partner
Accounting Officer of
/s/ Theodore M. Paul the General Partner
---------------------------------------
Theodore M. Paul
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WNC HOUSING TAX CREDIT FUND IV, L.PL, Series 4
</LEGEND>
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<NAME>WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4 AND 5
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 5
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<CIK> 0000921052
<NAME>WNC CALIFORNIA HOUSING TAX CREDITS IV, L.P., SERIES 4 AND 5
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