SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 1996
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(Exact name of registrant as specified in its charter)
California 33-91136 33-0707612
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 662-5565
N/A
Former name or former address, if changed since last report)
<PAGE>
Item 7. Financial Statements and Exhibits
a. Financial Statements of Businesses Acquired.
Crescent City
Independent Auditor's Report
Statement of Operations, Eight Months Ended August 31, 1996
Notes to Financial Statement
b. Proforma Financial Information
Proforma Balance Sheet, September 30, 1996
Proforma Statement of Operations For the Period July 1, 1996
(date operations commenced) to September 30, 1996
Notes to Proforma Financial Statements
c. Exhibits
10.1 Agreement of Limited Partnership of Crescent City
Apartments (previously filed)
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<PAGE>
BURKE & REA
CERTIFIED PUBLIC ACCOUNTANTS
EDWARD T. BURKE, C.P.A.
BERNARD E. REA, C.P.A.
P.O. BOX 4632
STOCKTON, CA 95204 TELEPHONE 209/933-9113 FAX 209/933-9115
INDEPENDENT AUDITORS' REPORT
To the Stockholders
Crescent City Surf, Inc.
Sacramento, CA
We have audited the accompanying statement of operations of Crescent City Surf,
Inc., for the eight months ended August 31, 1996. This financial statement is
the responsibility of the Company'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 financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement of operations. An audit also
includes assessing the accounting principles used and significant estimates made
by management as well as evaluating the overall presentation of the statement of
operations. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the accompanying statement of operations presents fairly, in all
material respects, the results of operations of Crescent City Surf, Inc. for the
eight months ended August 31, 1996 in conformity with generally accepted
accounting principles.
/S/ Burke & Rea
Stockton, California
October 30, 1996
rea01.doc
FS-1
<PAGE>
CRESCENT CITY SURF, INC.
STATEMENT OF OPERATIONS
Eight months ended August 31, 1996
REVENUE
Rental income $ 101,461
Other income
Interest income 1,566
Total revenue $ 103,027
---------------
EXPENSES
Contract management fee $ 6,000
Miscellaneous renting expenses 440
Office supplies 953
Manager's salary and payroll taxes 16,440
Legal 1,826
Bookkeeping / accounting services 1,415
Telephone 1,816
Miscellaneous administrative expense 812
Utilities 6,832
Garbage and trash removal 2,693
Maintenance and repairs 4,847
Elevator maintenance 3,966
Miscellaneous operating and maintenance expenses 416
Real estate taxes 12,466
Property and liability insurance 2,766
Interest expense 43,814
Depreciation and amortization 11,975
----------
Total expenses $ 119,477
---------------
Net loss $ (16,450)
===============
See Notes to Financial Statement.
FS-2
<PAGE>
CRESCENT CITY SURF, INC.
(A California Limited Company)
NOTES TO FINANCIAL STATEMENT
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Company's significant accounting policies applied in the
preparation of the accompanying financial statements follows.
METHOD OF ACCOUNTING
The Company uses the accrual method of accounting, which reflects revenue
when earned, which may be prior to receipt, and expenses as incurred,
which may be prior to payment. Rental income reflects the gross potential
rent that may be earned less vacancies.
CAPITALIZATION AND DEPRECIATION
Land, buildings and improvements are recorded at cost. Depreciation is
computed using straight-line method over the following estimated useful
lives:
Years
Building 27.5
Improvements are capitalized, while expenditures for maintenance and
repairs are charged to expense as incurred. Upon disposal of depreciable
property, the appropriate property accounts are reduced by the related
costs and accumulated depreciation. The resulting gains and losses are
reflected in the statement of operations.
AMORTIZATION
Organization costs are amortized over 84 months using the straight-line
method.
S CORPORATION - INCOME TAX STATUS
The Company with the consent of its shareholders, has elected under the
Internal Revenue Code to be an S corporation. In lieu of corporation
income taxes, the shareholders of an S corporation are taxed on their
proportionate share of the Company's taxable income. Therefore, no
provision or liability for federal income taxes has been included in the
financial statements.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
FS-3
<PAGE>
NOTES TO FINANCIAL STATEMENT
NOTE 2 - ORGANIZATION
Crescent City Surf, Inc. is a Corporation which was incorporated in
January 1993, to own, and operate a 56-unit apartment complex, known as
The Surf Hotel, located in Crescent City, California. The major activities
of the Company are governed by the Company Agreement and regulatory
agreements with the Department of Housing and Community Development (HCD),
a public agency of the State of California. Under the regulatory
agreements, the Company is required to provide low cost housing to very
low-income or lower-income households.
Annual distributions to the Stockholders are limited by the HCD regulatory
agreement and are not to exceed 8% of the actual investment in the entire
project. Undistributed amounts are allowed to be deposited into a project
account and be distributed in a subsequent year.
NOTE 3 - RESTRICTED DEPOSITS AND FUNDED RESERVES
In accordance with HCD Regulatory Agreement, the Company is required to
maintain a replacement reserve account and a general operating reserve
account. These accounts are funded monthly with payments being made
directly into separately maintained accounts.
NOTE 4 - LONG-TERM DEBT
The project is financed by a mortgage payable to HCD in the original
amount of $1,960,000.
Under the terms of the Promissory Note Secured By Deed Of Trust with HCD,
the loan provides for interest at 3.0% for a term of 55 years with annual
payments based on a formula generally related to the project's ability to
pay.
During the first thirty years, interest-only payments are due annually and
payable at the lesser of the total amount of interest accrued and unpaid,
including deferred interest, or the amount of net cash flow available on
the interest payment due date. Commencing on the thirty-first year,
principal and interest payments are due and payable annually. The
principal payments are based on one-half of the net cash flow remaining on
the principal payment date after all payments of interest due are made.
The apartment complex is pledged as collateral for the mortgages and is
secured by deeds of trust, assignment of rents, security agreements and
fixture filings against the property.
FS-4
<PAGE>
NOTES TO FINANCIAL STATEMENT
NOTE 5 - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
MANAGEMENT FEE
In accordance with the Management Agreement, the Company paid the general
partner a $750 per month management fee for services rendered in
connection with the leasing and operation of the project. The fee for its
services is approximately 5% of the project's rental income.
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<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
(A California Limited Partnership)
(A Development-Stage Enterprise)
PROFORMA BALANCE SHEET
September 30, 1996
ASSETS
Historical Proforma Proforma
Balance Adjustments Balance
Cash $766,107 $1,265,500
(112,313) $1,919,294
Subscriptions receivable 450,000 450,000
Investment in limited partnerships 3,973,325 400,905
112,313 4,486,543
Other assets 702 0 702
-------- ---------- -----------
$5,190,134 $1,666,405 $6,856,539
============ =========== =========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Notes payable to limited
partnerships $2,482,421 $400,905 $2,883,326
Accrued fees and expenses
due to general
partner and affiliates 83,373 0 83,373
-------- ----------- ------
2,565,794 400,905 2,966,699
----------- --------- ---------
Partners' capital (Note 1):
General partner (3,578) (2,320) (5,898)
Limited partners 2,627,918 1,267,820 3,895,738
----------- ----------- ---------
Total partners' equity 2,624,340 1,265,500 3,889,840
----------- ----------- ---------
$5,190,134 $1,666,405 $6,856,539
============ ========= =========
- Unaudited -
See Accompanying Notes to Proforma Financial Statements
FS-6
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
(A Development-Stage Enterprise)
PROFORMA STATEMENT OF OPERATIONS
For the Period July 1, 1996 (date operations commenced)
to September 30, 1996
Historical Proforma Proforma
Balance Adjustments Balance
Interest income $2,427 $2,427
-------
Operating expense
Amortization 418 418
Legal and accounting 44 44
----- ----
Total operating expense 462 462
--- ----
Income from operations 1,965 1,965
Equity in loss
of limited partnerships (2,040) (3.200) (5,240)
------- ------- -------
Net loss $ (75) $(3.200) $(3,275)
======== ======== ========
- Unaudited -
See Accompanying Notes to Proforma Financial Statements
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<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
(A Development-Stage Enterprise)
NOTES TO PROFORMA FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The information contained in the following notes to the proforma financial
statements is condensed from that which appears in the financial statements.
Accordingly, these proforma financial statements should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the WNC Housing Tax Credit Fund V, L.P., Series 4 financial statements dated
September 30, 1996. WNC Housing Tax Credit Fund V, L.P., Series 4 is referred to
in these notes as the "Partnership."
NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS
As of September 30, 1996, the Partnership was admitted as majority limited
partner in two limited partnerships, Blessed Rock and Crescent City Apartments.
Subsequent to September 30, 1996, the Partnership has acquired a limited
partnership interest in one limited partnership, Ogallalla Apartments. The
investment commits the Partnership to capital contributions of $400,905.
In accordance with Article 11, Proforma Financial Information of Regulation S-X
of the Securities and Exchange Commission, the accompanying proforma balance
sheet was computed assuming that the limited partnership discussed above was
acquired at the end of the period presented. The adjustment to cash and partners
equity of $1,265,500 reflects the net proceeds from October 1, 1996 to November
14, 1996 from issuance of 1,600 units of limited partners capital ($1,600,000
less notes receivable of $102,500 and commissions and offering costs of
$232,000.) The adjustment of $400,905 reflects the Partnership's acquisition of
a limited partnership interest in Ogallalla Apartments as if the Partnership's
date of acquisition was September 30, 1996. The adjustment to liabilities of
$400,905 reflects future capital contributions payable. The second adjustment to
investment in limited partnerships and the second adjustment to cash of $112,313
reflects the acquisition fee for the acquisition of the identified limited
partnership.
Blessed Rock and Ogallalla Apartments were under construction or rehabilitation
during the period presented and had no operations which should be reported.
Crescent City Apartments had operations during the period presented prior to the
Partnership's acquisition of the limited partnership interest therein (July 1,
1996 to September 25, 1996), and a proforma loss of $3,200 had been recorded in
the Proforma Statement of Operations. The Partnership uses the equity method of
accounting to account for its investments in these local limited partnerships.
FS-8
<PAGE>
SIGNATURES
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 hereunto duly authorized.
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
Date: November 21, 1996 By: WNC & Associates, Inc.,
General Partner
By: /s/ JOHN B. LESTER, JR.
John B. Lester, Jr.,
President
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