WNC HOUSING TAX CREDIT FUND V LP SERIES 4
10-Q, 1997-08-13
OPERATORS OF APARTMENT BUILDINGS
Previous: USDATA CORP, 10-Q, 1997-08-13
Next: THOMASVILLE BANCSHARES INC, 10QSB, 1997-08-13



                                    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, 1997

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 0-21897


                    WNC HOUSING TAX CREDIT FUND V - Series 4

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

California                                                   33-0707612

WNC HOUSING TAX CREDIT FUND V - Series 4 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 TAX CREDIT FUND IV, L.P., Series 4
                       (A California Limited Partnership)

                               INDEX TO FORM 10-Q

                       For the Quarter Ended June 30, 1997




PART I. FINANCIAL INFORMATION

 Item 1. Financial Statements

  Balance Sheets, June 30, 1997 and December 31, 1996........................3

  Statement of Operations
       For the three months and six months ended June 30, 1997  .............4

  Statement of Partners' Equity
       For the six months ended June 30, 1997   .............................5

  Statement of Cash Flows
       For the six months ended June 30, 1997 and 1995  .....................6

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


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


PART II. OTHER INFORMATION

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

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


<PAGE>
                   WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                          (A California Limited Partnership)

                                  BALANCE SHEETS
                         June 30, 1997 and December 31, 1996

                                                1997                     1996
                                                ----                     ----
                                      ASSETS

Cash and cash equivalents             $      8,423,024     $         3,916,658
Cash in escrow                                 421,783                       -
Subscriptions receivable (Note 6)              740,310                 861,250
Loans receivable (Note 2)                            -                 126,381
Investment in limited
 partnerships (Note 3)                      15,405,792               6,700,570
Other assets                                     9,622                   4,475
                                           -----------             -----------
                                      $     25,000,531      $       11,609,334
                                           ===========             ===========


                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Payable to limited partnerships
 (Note 5)                             $      6,366,932      $        4,267,232
Accrued fees and expenses due to
 general partner and affiliates
(Note 4)                                       130,807                 291,396
                                           -----------             -----------
                                             6,497,739               4,558,628
                                           -----------             -----------

Partners' equity (deficit):
 General partner                               (26,588)                (11,401)
 Limited partners (25,000 units
  authorized, 21,582 units issued
  and outstanding)                          18,529,380               7,062,107
                                           -----------             -----------

Total partners' equity                      18,502,792               7,050,706
                                           -----------             -----------
                                      $     25,000,531       $      11,609,334
                                           ===========             ===========

                                     UNAUDITED
                  See Accompanying Notes to Financial Statements

                                        3


<PAGE>
                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                           A California Limited Partnership)

                                STATEMENT  OF  OPERATIONS
           For  the Three and Six Months Ended June 30, 1997 and 1996

                                            Three                     Six
                                            Months                   Months
                                            ------                   ------

Interest income                    $           28,672     $             54,513

Operating expenses:
Amortization
                                                4,024                    7,706
Asset management fees (Note 4)                 23,203                   28,988
Other
                                                7,642                    7,934
                                             --------                  -------

Total operating expenses                       34,869                   44,628
                                             --------                  -------

Income (loss) from operations                  (6,197)                   9,885

Equity in loss from
 limited partnerships                         (17,051)                 (18,000)
                                             --------                  -------

Net loss                           $          (23,248)     $            (8,115)
                                             ========                  =======
Net loss allocated to:
  General partner                  $             (232)     $               (81)
                                             ========                  =======

  Limited partners                 $          (23,016)     $            (8,034)
                                             ========                  =======
Net loss per weighted limited
  partner unit (14,041)            $            (1.64)     $             (0.57)
                                             ========                  =======



                                     UNAUDITED
                  See Accompanying Notes to Financial Statements

                                        4


<PAGE>
                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                           (A California Limited Partnership)

                             STATEMENT OF PARTNERS' EQUITY

                        For the Six Months Ended June 30, 1997


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

Equity (deficit), December 31, 1996   $   (11,401)  $  7,062,107  $  7,050,706

Capital contributions                                 13,110,320    13,110,320

Offering expenses                         (15,106)    (1,495,513)   (1,510,619)

Capital issued for notes receivable                     (139,500)     (139,500)

                                                                             -
Net income                                    (81)        (8,034)       (8,115)
                                         --------    -----------   ----------- 

Equity (deficit), June 30, 1997        $  (26,588)    18,529,380    18,502,792
                                         ========    ===========   ===========










                                       UNAUDITED
                  See Accompanying Notes to Financial Statements

                                          5


<PAGE>
                    WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                         (A California Limited Partnership)

                                STATEMENT OF CASH FLOWS
                       For the Six Months Ended June 30, 1996


Cash flows provided by operating activities:
 Net loss                                                $              (8,115)
  Adjustments to reconcile net loss to net
  cash provided by operating activities:
   Equity in loss of limited partnerships                               18,000
   Amortization                                                          7,706
   Asset management fee                                                 28,988
   Change in other assets                                               (5,147)
   Accrued fees and expense due to
   general partner and affiliates                                        3,247
                                                                   -----------
         Net cash provided by operating activities                      44,679
                                                                   -----------

Cash flows used by investing activities:
  Investment in limited partnerships                                (5,777,297)
  Cash in escrow                                                      (421,783)
  Acquisition fees and costs                                          (727,550)
  Advance to affiliate                                                   3,622
                                                                   -----------
             Net cash used by investing activities                  (6,923,008)
                                                                   -----------

Cash flows provided by financing activities:
  Capital contributions                                             13,091,760
  Offering expenses                                                 (1,707,065)
             Net cash provided by financing activities              11,384,695
                                                                   -----------

Net increase in cash and cash equivalents                            4,506,366
Cash and cash equivalents, beginning of period                       3,916,658

Cash and cash equivalent, end of period                 $            8,423,024
                                                                   ===========





                                    UNAUDITED
                See Accompanying Notes to Financial Statements

                                       6


<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)

                       STATEMENT OF CASH FLOWS (CONTINUED)
                  For the Period Six months Ended June 30, 1997

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

During the six months ended June 30, 1997, the Partnership incurred, but did not
pay,  $2,099,700 of payables to payables to limited  partnerships (in connection
with its investments in limited partnerships) (see Note 4)

During the six months ended June 30, 1997, the Partnership incurred, but did not
pay $2,400 of payables to an affiliate  for offering  and  acquisition  expenses
(See Note 3.)

As of June  30,  1997,  $740,310  of  capital  contributions  were  recorded  as
subscriptions receivable.

During the six months ended June 30, 1997, the Partnership incurred, but did not
pay $28,988 of payables to an affiliate for management fees (See Note 4.)


















                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                       7



<PAGE>
                   WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                         (A California Limited Partnership)
                         (A Development-Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------

Organization
- ------------
WNC Housing Tax Credit Fund, V, L.P.,  Series 4 (the  "Partnership")  was formed
under  the  California  Revised  Limited  Partnership  Act on July 26,  1994 and
commenced  operations  on July 1,  1996.  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 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 financial statements and related notes thereto contained in
the  Partnership's  financial  statements for the period ended December 31, 1996
(audited).

In  the  opinion  of  the  Partnership,  the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals) necessary to present fairly the financial position as of June 30, 1997
and the results of operations and changes in cash flows for the six months ended
June 30, 1997.  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.

The general partner of the  Partnership is 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,  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.

Allocations Under the Terms of the Partnership Agreement
- --------------------------------------------------------
The General Partner has a 1% interest in operating  profits and losses,  taxable
income and loss and in cash available for distribution from the Partnership. The
limited  partners  will  be  allocated  the  remaining  99% of  these  items  in
proportion to their respective investments.

After the limited  partners have received sale or refinancing  proceeds equal to
their capital  contributions  and their return on investment  (as defined in the
Partnership's  Agreement  of Limited  Partnership)  and the general  partner has
received a  subordinated  disposition  fee any  additional  sale or  refinancing
proceeds.

                                         8


<PAGE>
                   WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                          (A California Limited Partnership)

                      NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- --------------------------------------------------------------

Allocations  Under the Terms of the Partnership  Agreement  (Continued)  
- -------------------------------------------------------------------------

will  be  distributed  90% to the  limited  partners  (in  proportion  to  their
respective investments) and 10% to the General Partner

Method of Accounting For Investment in Limited Partnerships
The 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 each limited  partnership's  results of operations  and
for any distributions  received.  Costs incurred by the Partnership in acquiring
the  investments  in  limited  partnerships  are  capitalized  as  part  of  the
investment.

Losses from the limited  partnerships  will not be recognized to the extent that
the individual investment balance would be adjusted below zero.

Cash and Cash Equivalents
The  Partnership  considers all bank  certificates of deposit with a maturity of
less than three months to be cash equivalents.

Offering Expenses
- -----------------
Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees,  and other costs  incurred  with selling  limited
partnership  interests in the  Partnership.  The General Partner is obligated to
pay all  offering and  organization  costs in excess of 14.5%  (including  sales
commissions) of the total offering proceeds.  Offering expenses are reflected as
a reduction of partners' capital.

Organization Costs
- ------------------
Organization costs will be amortized on the straight-line method over 60 months.

NOTE 2 - LOANS RECEIVABLE
- -------------------------

Loans receivable  represent 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. In the event that the Partnership does
not  acquire a limited  partnership  interest,  the loans are to be repaid  with
interest  at a rate  which is equal to the rate  charged  to the  holder.  These
partnership interests were acquired in February and April, 1997.

                                    9


<PAGE>
                 WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                        (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS
- -------------------------------------------

As of June 30, 1997, the Partnership had acquired limited partnership  interests
in eleven limited  partnerships each of which owns one apartment complex.  As of
June 30, 1997, construction and rehabilitation of two of the apartment complexes
have completed  construction.  The Partnership,  as a limited partner,  is a 99%
owner and is entitled to 99% of the operating  profits and losses of the limited
partnerships.

The  following  is a summary  of the  investment  in  limited  partnerships  and
reconciliation  to the  limited  partnership  accounts  as of June 30,  1997 and
December 31, 1996:

                                                       1997              1996
                                                       ----              ----
 Investment balance,
   beginning of period                         $    6,700,570
 Capital contributions to limited partnerships      5,903,678   $    1,822,912
 Capital contributions payable to limited
 partnerships                                       2,099,700        4,267,232
 Acquisition fees and costs                           727,550          642,606
 Equity in loss of limited
   partnership                                        (18,000)         (29,329)
 Amortization of capitalized
   acquisition costs                                   (7,706)          (2,851)
                                                   ----------        ---------- 
 Investment balance,
   end of period                                $  15,405,792    $   6,700,570
                                                  ===========       ==========


Selected  financial  information for the six months ended June 30, 1997 from the
combined  financial   statements  of  the  limited  partnerships  in  which  the
partnership has invested is as follows:

    Total revenue                                                $      99,500
                                                                       -------

    Interest expense                                                    30,300
    Depreciation                                                        22,200
    Operating expenses                                                  65,300
                                                                      --------
    Total expenses                                                     117,800
                                                                      --------
    Net Loss                                                        $  (18,300)
                                                                      ========
    Net loss allocable to the Partnership                           $  (18,000)
                                                                      ========

                                       10


<PAGE>
                   WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                          (A California Limited Partnership)

                      NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 4- RELATED PARTY TRANSACTIONS
- ----------------------------------

Under the terms of its  Agreement of Limited  Partnership,  the  Partnership  is
obligated to the General Partner or its affiliates for the following items:

         Acquisition  fees up to 7.5% of the  gross  proceeds  from  the sale of
     Partnership  units.  Acquisition fees of $689,726 were incurred for the six
     months ended June 30, 1997.

         An annual  management  fee equal to the  greater of (i) $2,000 for each
     apartment  complex  or (ii)  .275% of the gross  proceeds,  in either  case
     increased or decreased based on annual changes in the Consumer Price Index.
     However, the maximum fee may not exceed .2% of the invested assets (defined
     as the Partnership's capital contributions plus its allocable percentage of
     the permanent financing) of the local limited partnerships. The Partnership
     has incurred fees of $28,988 for the six months ended June 30, 1997.

         A  subordinated  disposition  fee in an amount equal to 1% of the sales
     price of real  estate  sold.  Payment  of this fee is  subordinated  to the
     limited  partners  receiving  a return on  investment  (as  defined  in the
     Partnership's  Agreement  of Limited  Partnership)  and is payable  only if
     services are rendered in the sales effort.

Accrued fees and advances due to affiliates of the General  Partner  included in
the  accompanying  balance sheet  consists of the following at June 30, 1997 and
December 31,1996:

                                              1997             1996
                                              ----             ----

  Acquisition fees                                       $   21,271
  Advances made for acquisition costs,
   organizational, offering and selling 
   expense                                   22,758         220,831
  Advances                                   55,922          26,155
  Management fees                            52,127          23,139
                                          ---------        --------
    Total accrued fees and advances      $  130,807       $ 291,396
                                         ==========       =========
                                                             



                                                 11

<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 5 - PAYABLE TO LIMITED PARTNERSHIPS
- ----------------------------------------

Payable to limited  partnerships at June 30, 1997  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 - SUBSCRIPTION AND INVESTOR NOTES RECEIVABLE
- ---------------------------------------------------

During the six months ended June 30, 1997, the Partnership  accepted $244,500 in
promissory  notes from limited  partners and collected  payments of $105,000 for
those promissory notes previously issued. Limited partners who subscribe for ten
or more units of limited partnership  interest ($10,000) may elect to pay 50% of
such  purchase  price in cash upon  subscription  and the  remaining  50% by the
delivery of a promissory note payable bearing  interest at the rate of 9.75% per
annum.  Principal  and  interest  are  due (i)  June  30,  1997 if the  investor
subscribes  between  January 1, 1996 and  December  31, 1996 or (ii) January 31,
1998 if the  investor  subscribes  after  December  31,  1996.  This  amount  is
presented as a reduction in partners' equity.

Subscriptions  receivable of $740,310 has been  received  subsequent to June 30,
1997 and accordingly has been classified as an asset.

NOTE 7 - 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.




                                                        12





<PAGE>



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

         WNC Housing Tax Credit Fund V, L.P.,  Series 4 (the  Partnership)  is a
California Limited  Partnership formed under the laws of the State of California
on July  26,  1994 to  acquire  limited  partnership  interests  (Local  Limited
Partnership   Interests)  in  local   limited   partnerships   ("Local   Limited
Partnerships") which own multifamily  apartment complexes (Apartment  Complexes)
that are eligible for  low-income  housing  federal income tax credits (the "Low
Income Housing Credit").

As of June 30, 1997, the Partnership had received subscriptions for 21,582 units
of limited partnership interests ("Units"), consisting of cash, notes receivable
and   subscriptions   receivable   of   $20,431,215,   $326,500-  and  $740,310,
respectively.

Liquidity and Capital Resources
- -------------------------------

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash  equivalents of  approximately  $4,506,000 for the six
months ended June 30, 1997 This  increase in cash  consisted of cash provided by
operating  activities,   investing  activities  and  financing  activities,   of
approximately  $45,000,   $(6,923,000),  and  $11,384,000.  Cash  provided  from
financing activities consisted of capital contributions from limited partners of
approximately  13,092,000 less offering  expenses of  approximately  $1,707,000.
Cash used by investing activities  consisted primarily of capital  contributions
to Local Limited  Partnerships,  cash paid in escrow, and payment of capitalized
acquisitions   costs  of   approximately   $5,777,000,   422,000  and   727,000,
respectively.  Cash  provided  and  used  by  the  operating  activities  of the
Partnership  was minimal  compared to its other  activities.  Cash provided from
operations  consisted primarily of interest received on cash deposits,  and cash
used in  operations  consisted  primarily  of payments  for  operating  fees and
expenses.  The major components of all these activities are discussed in greater
detail below.

As of June 30, 1997 and December 31, 1996 the  Partnership was indebted to WNC &
Associates,   Inc.  in  the  amount  of  approximately  $131,000  and  $291,000,
respectively.  The component items of such indebtedness were as follows: accrued
acquisition fees of approximately $0 and $21,000, respectively,  advances to pay
front-end  fees of  approximately  $23,000 and $221,000,  respectively,  accrued
asset management fees of approximately  $52,000 and $23,000,  respectively,  due
from an affiliate of the general partner of  approximately  $56,000 and $26,000,
respectively.

As of June 30, 1997 the  Partnership  has received  and  accepted  subscriptions
funds in the amount of $21,497,125,  of which $139,500  currently is represented
by  Promissory  Notes.  As of  August  4,  1997,  as of June 30,  1997 and as of
December 31, 1996,  the  Partnership  had made  capital  contributions  to Local
Limited Partnerships in the amount of approximately  $7,941,000,  $7,727,000 and
$1,823,000,   respectively,   and  had   commitments   for  additional   capital
contributions   of   approximately   $6,153,000,   $6,367,000   and   $4,568,000
respectively.  Further,  the Partnership had loans  outstanding to Local Limited
Partnerships  as of August 4, 1997,  as of June 30, 1997 and as of December  31,
1996,  of  approximately  $0,  $0 and  $126,000,  respectively.  Of  the  amount
outstanding  as of December  31,  1996,  approximately  $100,000 and $26,000 was
loaned  to  OGALLALLA  and D.  HILLTOP,  respectively,  and was  applied  to the
Partnership's purchase price upon acquisition of those Local Limited Partnership
Interests in January 1997 and April 1997, respectively.

Prior to sale of the  Apartment  Complexes,  it is not expected  that any of the
Local Limited Partnerships in which the Partnership have invested or will invest
will generate cash from operations  sufficient to provide  distributions  to the
Limited Partners in any material amount. Such cash from operations, if any,


                                                        13


<PAGE>


would first be used to meet  operating  expenses of the  Partnership,  including
payment of the asset management fee to the General Partner.  As a result,  it is
not anticipated that the Partnerships will provide  distributions to the Limited
Partners prior to the sale of the Apartment Complexes.

The Partnership's investments will not be readily marketable and may be affected
by adverse  general  economic  conditions  which, in turn,  could  substantially
increase the risk of operating  losses for the  Apartment  Complexes,  the 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 Units will be sufficient to fund the Partnerships' investment commitments
and proposed operations.

The  Partnership  will  establish  working  capital  reserves  of at least 3% of
capital  contributions,  an amount  which is  anticipated  to be  sufficient  to
satisfy general working capital and administrative  expense  requirements of the
Partnerships  excluding  payment of the asset management fee as well as expenses
attendant to the preparation of tax returns and reports to the Limited  Partners
and other investor servicing  obligations of the 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 the Partnership  Agreements the  Partnership  does not have the ability to
assess the Limited  Partners for  additional  capital  contributions  to provide
capital  if  needed  by  the   Partnerships   or  Local  Limited   Partnerships.
Accordingly, if circumstances arise that cause the Local Limited Partnerships to
require  capital in addition to that  contributed  by the  Partnerships  and any
equity  contributed by the general  partners of the Local Limited  Partnerships,
the only  sources  from which such  capital  needs will be able to be  satisfied
(other than the limited reserves  available at The  Partnerships  level) will be
(i) third-party debt financing (which may not be available, if, as expected, the
Apartment  Complexes  owned  by  the  Local  Limited  Partnerships  are  already
substantially  leveraged),  (ii) additional equity  contributions or advances of
the general  partners of the Local Limited  Partnerships  (in this regard,  each
local general  partner is required to fund  operating  deficits,  but only for a
period of two years  following  construction  completion),  (iii)  other  equity
sources (which could adversely affect the Partnerships'  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
re-negotiate  the terms of their first  mortgages  and any other debt secured by
the  Apartment  Complexes  to the extent the capital  requirements  of the Local
Limited Partnerships relate to such debt.

The  Partnership's  capital  needs and  resources  are expected to undergo major
changes  during  their  first  several  years of  operations  as a result of the
completion of their  offerings of Units and their  acquisition  of  investments.
Thereafter,  the  Partnerships'  capital  needs and resources are expected to be
relatively  stable over the  holding  periods of the  investments  except to the
extent of proceeds received in payment of promissory notes and disbursed to fund
the deferred obligations of the Partnership.

                                                         14

<PAGE>



Results of Operations

As of December 31, 1996 and June 30, 1997 the Partnership had acquired three and
eleven Local Limited  Partnership  Interests,  respectively.  Each of the eleven
Local  Limited  Partnerships  receives  or is  expected  to  receive  government
assistance and each of them has received a reservation  for Housing Tax Credits.
As of June 30,  1997,  two of the  Apartment  Complexes in the  Partnership  had
commenced  operations  for a period  less  than a full  year.  Accordingly,  the
"Equity  in losses  from  Local  Limited  Partnerships"  for the  periods  ended
December 31, 1996 and June 30, 1997 reflected in the Partnership's  Statement of
Operations is not indicative of the amounts to be reported in future years.

As reflected on its  Statements of  Operations,  The  Partnership  had a loss of
approximately $8,000 for the six months ended June 30, 1997. The component items
of revenue and expense are discussed below.

Revenue.  The Partnership's  revenues  consisted  entirely of interest earned on
promissory  notes  and  cash  deposits  held in  financial  institutions  (i) as
reserves,  or (ii) pending  investment in 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 The Partnership  will maintain
cash  Reserves  in an amount  not  materially  in excess of the  minimum  amount
required by its Partnership Agreement, which is 3% of capital contributions.

Expenses.  The most  significant  component  of  operating  expenses  was and is
expected to be the Asset  Management  Fee. The Asset  Management Fee is equal to
the  greater of (i) $2,000 for each  Apartment  Complex or (ii)  0.275% of gross
proceeds,  and will be decreased or increased  annually  based on changes to the
Consumer Price Index.

Amortization  expense consist of the  amortization  over a period of 30 years of
the Acquisition Fee and other expenses  attributable to the acquisition of Local
Limited Partnership Interests.

Because of the  amounts of the Asset  Management  Fee and  amortization  expense
primarily are determined by the gross proceeds from the offering, the number and
size of Apartment  Complexes and the number of investors,  until  termination of
the Offering and investment of the net proceeds therefrom The Partnership cannot
predict with any accuracy what these amounts will be.

Equity in Losses  from Local  Limited  Partnership.  Series 3's equity in losses
from Local Limited  Partnerships  is equal to 99% of the aggregate net losses of
each Local Limited Partnership  incurred after admission of The Partnership as a
limited partner thereof.

After rent-up all 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.

The  Partnership  accounts for its investments in Local  Partnerships  using the
equity method of  accounting,  whereby The  Partnership  reduces its  investment
balance for its share of Local  Partnerships'  losses and distributions.  Losses
are not recognized to the extent that the  investment  balance would be adjusted
below zero.

                                                        15


<PAGE>



Part II.  Other Information

Item 1.  Legal Proceedings

         None.


Item 6.  Exhibits and Reports on Form 8-K

1.  None.


         A  current  report  on Form 8-K dated  April 14 was  filed  during  the
quarter ended June 30, 1997. The current report set forth information pertaining
to the  acquisition by the Series 4 of one Limited  Partnership  interests under
Item 2 thereof  required  by Article 11 of  Regulation  S-X was  provided by the
current report.


A current  report on Form 8-K dated May 15,  1997 was filed  during the  quarter
ended June 30, 1997. The current report set forth information  pertaining to the
acquisition by the Series 4 of one Limited  Partnership  interests  under Item 2
thereof  required by Article 11 of  Regulation  S-X were provided by the current
report.

Amendment  No. 1 to current  report on Form 8-K dated  April 14,  1997 was filed
during the quarter ended June 30, 1997. The current report set forth information
pertaining  to the  acquisition  by the  Series  4 of  one  Limited  Partnership
interests under Item 2 thereof and proforma  financial  information  required by
Article 11 of Regulation S-X were provided by the current report.

                                                        16


<PAGE>


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

WNC HOUSING TAX CREDIT FUND V - Series 4

By:   WNC & Associates, Inc.        General Partner



By:   /s/ John B. Lester, Jr.       President
- -----------------------------------------------------
John B. Lester, Jr.        President

Date: August 13, 1997


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

Date: August 13, 1997




                                                        17


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000943906
<NAME>                        WNC HOUSING TAX CREDIT V L.P., SERIES 4
<MULTIPLIER>                                   1
<CURRENCY>                                     US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   JUN-30-1997
<EXCHANGE-RATE>                                1
<CASH>                                           8,423,024
<SECURITIES>                                             0
<RECEIVABLES>                                            0
<ALLOWANCES>                                             0
<INVENTORY>                                              0
<CURRENT-ASSETS>                                 8,423,024
<PP&E>                                                   0
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                  25,000,531
<CURRENT-LIABILITIES>                                    0
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                      18,502,792
<TOTAL-LIABILITY-AND-EQUITY>                    25,000,531
<SALES>                                                  0
<TOTAL-REVENUES>                                    54,513
<CGS>                                                    0
<TOTAL-COSTS>                                       44,628
<OTHER-EXPENSES>                                    18,000
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                     (8,115)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                 (8,115)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                        (8,115)
<EPS-PRIMARY>                                        (1.64)
<EPS-DILUTED>                                            0
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission