FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission file number: 0-21895
WNC HOUSING TAX CREDIT FUND V, L.P., Series 3
California 33-6163848
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
WNC HOUSING TAX CREDIT FUND V, L.P., Series 3
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ____ No X
<PAGE>
WNC HOUSING CREDIT FUND V, L.P. SERIES 3
(A California Limited Partnership)
INDEX TO FORM 10-Q
FOR THE QUARTER NEDED JUNE 30, 1999
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, June 30, 1999 and March 31, 1999..............3
Statements of Operations For the
Three Months Ended June 30, 1999 and 1998...................4
Statement of Partners' Equity For the
Three Months Ended June 30, 1999............................5
Statements of Cash Flows For the
Three Months Ended June 30, 1999 and 1998...................6
Notes to Financial Statements.................................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................12
Item 3. Quantitative and Qualitative Disclosures
Above Market Risks.......................................14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.........................14
Signatures........................................................15
2
<PAGE>
WNC HOUSING CREDIT FUND V, L.P. SERIES 3
(A California Limited Partnership)
BALANCE SHEETS
June 30, 1999 & March 31, 1998
June 30, 1999 March 31, 1999
------------- --------------
(Unaudited)
ASSETS
Cash and cash equivalents $ 897,092 $ 911,080
Investment in limited
partnerships - Note 2 12,193,305 12,250,789
---------- ----------
$ 13,090,397 $ 13,161,869
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Payable to limited partnerships - Note 4 $ 95,030 $ 95,030
Accrued fees and expenses due to
general partner and affiliates - Note 3 269,043 28,677
---------- ----------
Total Liabilities 364,073 123,707
---------- ----------
Partners' equity (deficit):
General partner (48,227) (45,109)
Limited partners
(18,000 units issued
and outstanding) 12,774,551 13,083,271
---------- ----------
Total partners' equity 12,726,324 13,038,162
---------- ----------
$ 13,090,397 $ 13,161,869
========== ==========
See accompanying notes to financial statements
3
<PAGE>
WNC HOUSING CREDIT FUND V, L.P. SERIES 3
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 1999 & 1998
(Unaudited)
1999 1998
---- ----
Interest income $ 9,386 $ 14,975
----------- -----------
Operating expenses:
Amortization 9,055 8,875
Asset management fees - Note 3 12,375 12,375
Other 5,976 14,250
----------- -----------
Total operating expenses 27,406 35,550
----------- -----------
Loss from operations (18,020) (20,525)
Equity in loss of
limited partnerships (293,818) (197,100)
----------- -----------
Net loss $ (311,838) $ (217,625)
=========== ===========
Net loss allocated to:
General partner $ (3,118) $ (2,176)
=========== ===========
Limited partners $ (308,720) $ (215,449)
=========== ===========
Net loss per weighted limited
partner unit (18,000 units
issued and outstanding) $ (17) $ (12)
=========== ===========
See accompanying notes to financial statements
4
<PAGE>
WNC HOUSING CREDIT FUND V, L.P. SERIES 3
(A California Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
For the Three Months Ended June 30, 1999
(Unaudited)
General Limited
Partner Partners Total
------- -------- -----
Equity (deficit), March 30, 1999 $ (45,109) $ 13,083,271 $ 13,038,162
Net loss for the three months ended
June 30, 1999 (3,118) (308,720) (311,838)
------- ---------- ----------
Equity (deficit), June 30, 1999 $ (48,227) $ 12,774,551 $ 12,726,324
======= ========== ==========
See accompanying notes to financial statements
5
<PAGE>
WNC HOUSING CREDIT FUND V, L.P. SERIES 3
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Three Months Ended June 30, 1999 and 1998
(Unaudited)
1999 1998
---- ----
Cash flows from operating activities:
Net loss $ (311,838) $ (217,625)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Equity in loss of limited partnerships 293,818 197,100
Amortization 9,055 8,875
Asset management fee 12,375 12,375
Change in other assets - 4,493
Advances for expenses due to
general partner and affiliates 5,177 (2,140)
-------- ---------
Net cash provided by operating activities 8,587 3,078
-------- ---------
Cash flows from investing activities:
Investment in limited partnerships - (447,257)
Distributions from local limited partnerships 2,425 15,483
Acquisition costs and fees (25,000) -
-------- ---------
Net cash used in investing activities (22,575) (431,774)
-------- ---------
Net (decrease) in cash and cash equivalents (13,988) (428,696)
Cash and cash equivalents, beginning of period 911,080 1,530,527
-------- ---------
Cash and cash equivalents, end of period $ 897,092 $ 1,101,831
======== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Taxes paid $ 800 $ 800
======== =========
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
During 1999, the Partnership incurred, but did not pay, $222,814 of payable
for acquisition fees (in connection with its investments in limited
partnerships) (see Note 2).
See accompanying notes to financial statements
6
<PAGE>
WNC HOUSING CREDIT FUND V, L.P. SERIES 3
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The information contained in the following notes to the financial statements is
condensed from that which would appear in the annual financial statements;
accordingly, the financial statements included herein should be reviewed in
conjunction with the audited financial statements and related notes thereto
contained in the Partnership's Annual Report for the year ended March 31, 1999.
Accounting measurements at interim dates inherently involve greater reliance on
estimates than at year-end. The results of operations for the interim period
presented are not necessarily indicative of the results for the entire year.
In the opinion of the General Partner, the unaudited financial statements
contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position as of June 30, 1999 and the results of
operations and changes in cash flows for the three months.
Organization
WNC Housing Tax Credit Fund V, L.P., Series 3 ("the Partnership") is a
California Limited Partnership formed under the laws of the State of California
on March 28, 1995, and commenced operations on October 24, 1995. The Partnership
was formed to acquire limited partnership interests in other limited
partnerships or limited liability companies ("Local Limited Partnerships") which
own multifamily apartment complexes that are eligible for low-income housing
federal and, in some cases, California income tax credits (the "Low Income
Housing Credit").
The general partner of the Partnership is WNC & Associates, Inc. (the "General
Partner" or "Associates"). Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust, owns 66.8% of the outstanding stock of Associates. John B. Lester, Jr.
was the original limited partner of the Partnership and owns, through the Lester
Family Trust, 28.6% of the outstanding stock of Associates. The business of the
Partnership is conducted primarily through the General Partner as the
Partnership has no employees of its own.
Pursuant to a registration statement filed with the Securities and Exchange
Commission on July 26, 1995, the Partnership commenced a public offering of
25,000 Units of Limited Partnership Interest ("Units") at a price of $1,000 per
Unit. As of the close of the public offering, January 21, 1996 a total of 18,000
Limited Partnership Interests representing $17,558,985 had been sold.
Sempra Energy Financial, a California corporation, which is not an affiliate of
the Partnership or General Partner, has purchased 4,560 Units, which represents
25.3% of the Units outstanding for the Partnership. Sempra Energy Financial
invested $4,282,600. A discount of $277,400 was allowed due to a volume
discount. Western Financial Savings Bank, which is not an affiliate of the
Partnership or General Partner, has purchased 1,068 units, which represent 5.9%
of the Units outstanding for the Partnership. Western Financial Savings Bank
invested $1,000,000. A discount of $68,000 was allowed due to a volume discount.
See Item 12(a) in this 10-K.
Risks and Uncertainties
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
7
<PAGE>
WNC HOUSING CREDIT FUND V, L.P. SERIES 3
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1999
(Unaudited)
NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and low income housing credits. As a limited partner of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local Limited Partnerships, and will rely totally on the
Local General Partners of the Local Limited Partnerships for management of the
Local Limited Partnerships. The value of the Partnership's investments will be
subject to changes in national and local economic conditions, including
unemployment conditions, which could adversely impact vacancy levels, rental
payment defaults and operating expenses. This, in turn, could substantially
increase the risk of operating losses for the Housing Complexes and the
Partnership. In addition, each Local Limited Partnership is subject to risks
relating to environmental hazards and natural disasters which might be
uninsurable. Because the Partnership's operations will depend on these and other
factors beyond the control of the General Partner and the Local General
Partners, there can be no assurance that the anticipated low income housing
credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.
Method of Accounting For Investments in Limited Partnerships
The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership in acquiring the investments are capitalized as part of the
investment account and are being amortized over 30 years (see Note 2).
Offering Expenses
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred in connection with selling
limited partnership interests in the Partnership. The General Partner is
obligated to pay all offering and organization costs in excess of 15% (including
sales commissions) of the total offering proceeds. Offering expenses are
reflected as a reduction of limited partners' capital and amounted to $2,132,000
at the end of all periods presented.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could materially differ from those estimates.
Cash and Cash Equivalents
The Partnership considers highly liquid investments with remaining maturities of
three months or less when purchased to be cash equivalents. As of March 31, 1999
and December 31, 1998 and 1997, the Partnership had cash equivalents of $0, $0
and $978,453, respectively, representing U.S. Treasury Bills.
8
<PAGE>
WNC HOUSING CREDIT FUND V, L.P. SERIES 3
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1999
(Unaudited)
NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Concentration of Credit Risk
At March 31, 1999, the Partnership maintained cash balances at certain financial
institutions in excess of the federally insured maximum.
Net Loss Per Limited Partner Unit
Net loss per limited partnership unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution and is computed by dividing loss available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net income per unit is not required.
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS
As of the periods presented, the Partnership has acquired limited partnership
interests in 18 Local Limited Partnerships, each of which owns one Housing
Complex consisting of an aggregate of 1,196 apartment units. The respective
general partners of the Local Limited Partnerships manage the day to day
operations of the entities. Significant Local Limited Partnership business
decisions require approval from the Partnership. The Partnership, as a limited
partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements, of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships, except for one of the
investments in which it is entitled to 49.49% of such amounts.
Equity in losses of Local Limited Partnerships is recognized in the financial
statements until the related investment account is reduced to a zero balance.
Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the Partnership will resume applying the equity method only after its share of
such net income equals the share of net losses not recognized during the
period(s) the equity method was suspended.
Distributions received by limited partners are accounted for as a reduction of
the investment balance. Distributions received after the investment has reached
zero are recognized as income. During 1999 and 1998, no investment accounts in
Local Limited Partnerships reached a zero balance.
Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:
June 30, 1999 March 31, 1999
------------- --------------
Investment Balance - beginning of period $ 12,250,789 $ 12,559,525
Capitalized acquisition fees and costs, net 247,814 1,520
Equity in loss of limited partnership (293,818) (293,818)
Distributions from limited partnerships (2,425) (7,563)
Amortization of capitalized acquisition costs (9,055) (8,8875)
---------- ----------
Investment Balance - end of period $ 12,193,305 $ 12,250,789
========== ==========
9
<PAGE>
WNC HOUSING CREDIT FUND V, L.P. SERIES 3
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1999
(Unaudited)
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS, continued
Selected financial information for the three months ended June 31,1999 and 1998
from the combined financial statements of the limited partnerships in which the
partnership has invested is as follows:
1999 1998
---- ----
Total revenue $ 1,471,123 $ 1,420,000
--------- ---------
Interest expense 479,731 435,000
Depreciation 407,301 355,000
Operating expenses 894,877 810,000
--------- ---------
Total expenses 1,781,809 1,600,000
--------- ---------
Net loss $ (310,686) $ (180,000)
========= =========
Net loss allocable to the Partnership $ (293,818) $ (178,200)
========= =========
Net loss recognized by the Partnership $ (293,818) $ (197,100)
========= =========
NOTE 3 - RELATED PARTY TRANSACTIONS
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or Associates for the following fees:
(a) Annual Asset Management Fee. An annual asset management fee of the greater
of (i) $2,000 per multi-family housing complex or (ii) 0.275% of Gross
Proceeds. The base fee amount will be adjusted annually based on changes in
the Consumer Price Index, however in no event will the annual asset
management fee exceed 0.2% of Invested Assets. "Invested Assets" means the
sum of the Partnership's Investment in Local Limited Partnerships and the
Partnership's allocable share of the amount of mortgages on and other
indebtedness related to the Housing Complexes. Fees of $12,375 and $12,375
were incurred during the three months ended June 30, 1999 and the year
ended March 31, 1999, respectively. The Partnership paid the General
Partner or its affiliates $0 and $49,500 of these fees during the three
months ended June 30, 1999 and the year ended March 31, 1999, respectively.
(b) Subordinated Disposition Fee. A subordinated disposition fee in an amount
equal to 1% of the sale price received in connection with the sale or
disposition of a Housing 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
Low Income Housing 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 by the Partnership, calculated at the following rates: (i) 14%
through December 31, 2006 and (ii) 6% for the balance of the Partnerships
term. No disposition fees have been paid.
10
<PAGE>
WNC HOUSING CREDIT FUND V, L.P. SERIES 3
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 1999
(Unaudited)
NOTE 3 - RELATED PARTY TRANSACTIONS, continued
(c) Interest in Partnership. The General Partner receives 1% of the
Partnership's allocated Low Income Housing Credits, which approximated
$24,000 for the General Partner for the year ended December 31, 1998. The
General Partners are also entitled to receive 1% of cash distributions.
There were no distributions of cash to the General Partners during the
three months ended June 30, 1999.
Accrued fees and advances due to affiliates of the General Partner included in
the accompanying balance sheet consists of the following:
June 30, 1999 March 31, 1999
------------- --------------
Advances made for operating expense $ 8,140 $ 14,935
Asset management fees 26,117 13,742
Acquisition Fee 234,786 -
--------- --------
$ 269,043 $ 28,677
========= ========
NOTE 5 - PAYABLE TO LIMITED PARTNERSHIPS
Payable to limited partnerships at June 30,1999 represents amounts which are due
at various times based on conditions specified in the respective local limited
partnership agreements. These contributions are payable in installments,
generally due upon the local limited partnership achieving certain operating
benchmarks, and are generally expected to be paid within two years of the
Partnership's initial investment.
NOTE 6 - 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.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Financial Condition
The Partnership's assets at June 30, 1999 consisted primarily of $897,000 in
cash and aggregate investments in the eighteen Local Limited Partnerships of
$12,193,000. Liabilities at June 30, 1999 primarily consisted of $95,000 due to
limited partnerships and $269,000 of accrued annual management fees and
reimbursements due to the General Partner.
Results of Operations
Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998.
The Partnership's net loss for the three months ended June 31, 1999 was
$(312,000), reflecting an increase of $94,000 from the net loss experienced for
the three months ended June 31, 1998. The increase in net loss is due to equity
in losses of limited partnerships which increased by $97,000 to $(294,000) for
the three month period ended June 30, 1998 from $(197,000) for the three month
period ended June 30, 1998. In addition to the increase in equity in losses of
limited partnerships, the Partnership experienced a decrease in net loss from
operations of $3,000 to $(18,000) for the three month period ended June 30, 1999
from $(21,000) for the three month period ended June 30, 1998 due to a decrease
in interest income of $6,000 and a decrease in operating expenses of $9,000.
Cash Flows
Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998.
Net decrease in cash during the three months ended June 30, 1999 was $(14,000)
compared to a net decrease in cash for the three months ended June 30, 1998 of
$(429,000). The change was due primarily to a decrease in investments in limited
partnerships of $(447,000), offset by an increase of $6,000 in operating
activities, a decrease of $13,000 in distributions from limited partnerships and
an increase of $25,000 in acquisition cost and fees.
During the three months ended June 30, 1999 and the year ended March 31, 1999,
accrued payables, which consist primarily of related party management fees due
to the General Partner, increased by $240,366 and decreased by $34,000,
respectively. The General Partner does not anticipate that these accrued fees
will be paid in full until such time as capital reserves are in excess of future
forseeable working capital requirements of the Partnership.
The Partnership expects its future cash flows, together with its net available
assets at June 30, 1999, to be sufficient to meet all currently forseeable
future cash requirements.
Impact of Year 2000
WNC & Associates, Inc.
Status of Readiness
Information Technology (IT) Systems. The Partnership relies on the IT systems of
WNC, its general partner. IT systems include computer hardware and software used
to produce financial reports and tax return information. This information is
then used to generate reports to investors and regulatory agencies, including
the Internal Revenue Service and the Securities and Exchange Commission. The IT
systems of WNC are year 2000 compliant.
Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems include machinery and equipment such as telephones, voice mail and
electronic postage equipment. Except for one telephone system, the non-IT
systems of WNC are year 2000 compliant. The one telephone system will require
the replacement of one computer and one software application, both of which will
be completed on or before October 1, 1999.
12
<PAGE>
Service Providers. WNC also relies on the IT and non-IT systems of service
providers. Service providers include utility companies, financial institutions,
telecommunications carriers, municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider, financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000 compliant. There can be no assurance that this
compliance information is correct. There also can be no assurance that the
systems of other, less-important service providers and outside vendors will be
year 2000 compliant.
Costs to Address Year 2000 Issues
The cost to address year 2000 issues for WNC has been less than $20,000. The
cost to replace the telephone system noted above will be less than $5,000. The
cost to deal with potential year 2000 issues of other outside vendors cannot be
estimated at this time.
Risk of Year 2000 Issues
The most reasonable and likely result from non-year 2000 compliance of systems
of the service providers noted above will be the disruption of normal business
operations for WNC. This disruption would, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely be temporary and would likely not have a material effect on the
Partnership or WNC.
Local Limited Partnerships
Status of Readiness
WNC is in the process of obtaining year 2000 certifications from each Local
General Partner of each Local Limited Partnership. Those certifications will
represent to the Partnership that the IT and non-IT systems critical to the
operation of the Housing Complexes and investor reporting to the Partnership are
year 2000 compliant. These certifications will also represent to the Partnership
that the IT and non-IT systems of property management companies, independent
accountants, electrical power providers, financial institutions and
telecommunications carriers used by the Local Limited Partnership are year 2000
compliant.
There can be no assurance that the representations in the certifications will be
correct. There also can be no assurance that the systems of other,
less-important service providers and outside vendors, upon which the Local
Limited Partnerships rely, will be year 2000 compliant.
Costs to Address Year 2000 Issues
There will be no cost to the Partnership as a result of assessing year 2000
issues for the Local Limited Partnerships. The cost to deal with potential year
2000 issues of the Local Limited Partnerships cannot be estimated at this time.
Risk of Year 2000 Issues
There may be Local General Partners who indicate that they or their property
management company are not year 2000 compliant and do not have plans to become
year 2000 compliant before the end of 1999. There may be other Local General
Partners who are unwilling to respond to the certification request. The most
likely result of either non-compliance or failure to respond will be the removal
and replacement of the property management company and/or the Local General
Partner with year 2000 compliant operators.
13
<PAGE>
Item 3. Quantitative and Qualitative Disclosures Above Market Risks
NONE.
Part II. Other Information
Item 1. Legal Proceedings
NONE.
Item 6. Exhibits and Reports on Form 8-K
1. A report on Form 8-K dated May13,1999 was file on May 14, 1999 report-
ing the change in fiscal year end to March 31.
14
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WNC HOUSING TAX CREDIT FUND V, L.P., Series 3
By: WNC & ASSOCIATES, INC. General Partner
By:
John B. Lester, Jr., President
Date: August 30, 1999
By:
Michael L. Dickenson, Vice President - Chief Financial Officer
WNC & ASSOCIATES, INC.
Date: August 30, 1999
15
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<CIK> 0000943904
<NAME> WNC HOUSING TAX CREDIT FUND V LP, SERIES 3
<MULTIPLIER> 1
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 897,092
<SECURITIES> 0
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0
0
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<INCOME-PRETAX> (311,838)
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