WNC HOUSING TAX CREDIT FUND V LP SERIES 4
10-Q, 1998-11-05
OPERATORS OF APARTMENT BUILDINGS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended March 31, 1998

                                       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, L.P., 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, L.P.,  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>


Part I.  Financial Information

Item 1.  Financial Statements

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

                               INDEX TO FORM 10-Q

                      For the Quarter Ended March 31, 1998

PART I. FINANCIAL INFORMATION

 Item 1. Financial Statements

  Balance Sheets, March 31, 1998 and December 31, 1997.......................3

  Statement of Operations
       For the three months ended March 31, 1998 and 1997 ...................4

  Statement of Partners' Equity
       For the three months ended March 31, 1998 and 1997....................5

  Statement of Cash Flows
       For the three months ended March 31, 1998 and 1997....................6

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


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

  Item 3:  Quantitative and Qualitative Disclosures Above Market Risks......16


PART II. OTHER INFORMATION

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

  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
                      March 31, 1998 and December 31, 1997

                                                  1998                  1997
                                                  ----                  ----
                                                  ASSETS

Cash and cash equivalents           $         5,318,484      $       5,906,978
Loans receivable                                301,226                301,226
Due from affiliates                             286,900                276,775
Investment in limited
 partnerships                                14,723,512             14,894,897
Interest receivable                              37,182                 76,622
Other assets
                                                    500                    500
                                          -------------          -------------
                                    $        20,667,804      $      21,456,998
                                          =============          =============


                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Payable to limited partnerships     $         2,062,335      $       2,880,839
Accrued fees and expenses due to
 general partner and affiliates                  68,423                 52,203
                                          -------------          -------------
                                                                         
                                              2,130,758              2,933,042
                                          -------------          -------------
Commitments and contingencies  

Partners' equity (deficit):
 General partner                                (33,439)               (32,069)
 Limited partners (25,000 units
  authorized, 22,000 units issued
  and outstanding)                           18,570,485             18,556,025
                                          -------------          -------------

Total partners' equity                       18,537,046             18,523,956
                                          -------------          -------------
                                     $       20,667,804       $     21,456,998
                                          =============          =============

                                    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 Months Ended March 31, 1998 and 1997

                                                 1998                  1997
                                                 ----                  ----

Interest income                           $        49,943       $       25,841
                                             ------------         ------------

Operating expenses:

Amortization                                       14,177                3,682

Asset management fees                              14,794                5,785

Legal and accounting                                2,273
Other                                                 557                  292
                                             ------------          -----------
Total operating expenses                           31,801                9,759
                                             ------------          -----------

Income (loss) from operations                      18,142               16,082

Equity in loss from
 limited partnerships                            (153,500)                (949)
                                             ------------          -----------

Net loss                                  $      (135,358)      $       15,133
                                             ============          ===========

Net loss allocated to:
  General partner                         $        (1,354)      $          151
                                             ============          ===========
                                                                          

  Limited partners                        $      (134,004)      $       14,982
                                             ============          ===========
                                                                      

Net loss per weighted limited
  partner unit (22,000 and 10,770)        $         (6.09)      $         1.39
                                             ============          ===========
                                                                        



                                    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 Three Months Ended March 31, 1998 and 1997

For the Three Months Ended March 31, 1998

                                           General     Limited
                                           Partner     Partner          Total

Equity (deficit), December 31, 1997    $  (32,069) $ 18,556,025  $  18,523,956
Offering expenses                             (16)       (1,536)        (1,552)
Collection on notes receivable                          150,000        150,000
Net loss                                   (1,354)     (134,004)      (135,358)
                                         --------    ----------     ----------  
Equity (deficit), March 31, 1998       $  (33,439) $ 18,570,485  $  18,537,046
                                         ========    ==========     ==========

For the Three Months Ended March 31, 1997

                                            General     Limited
                                            Partner     Partner         Total

Equity (deficit), December 31, 1996     $  (11,401) $  7,062,107  $  7,050,706
Capital contributions                                  4,607,625     4,607,625
Offering expenses                           (6,386)     (632,228)     (638,614)
Capital issued for notes receivable                      (20,000)      (20,000)
Net income                                     151        14,982        15,133
                                          --------    ----------    ----------  
                                                         
Equity (deficit), March 31, 1997        $  (17,636) $ 11,032,486  $ 11,014,850
                                          ========    ==========    ==========


                                    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 Three Months
                          Ended March 31, 1998 and 1997

                                                        1998            1997
                                                        ----            ----
Cash flows used by operating activities:
Net loss                                        $    (135,358)    $     15,133
 Adjustments to reconcile net loss to net
   cash used in operating activities:
   Equity in loss of limited partnerships             153,500              949
   Amortization                                        14,177            3,682
   Asset management fee                                14,794            5,785
   Change in other assets                              29,315           (2,195)
   Accrued fees and expense due to
    general partner and affiliates
                                                        1,426           14,242
                                                  -----------       ----------
 Net cash provided by operating
  activities                                           77,854           37,596
                                                  -----------       ----------

Cash flows used by investing activities:
  Investment in limited partnerships                 (818,504)      (4,251,906)
  Cash in escrow                                                      (924,502)
  Distribution from limited partnership                 3,744
  Loans receivable                                                     100,226
  Acquisition fees and costs                              (36)        (383,631)
  Advance to affiliate                                      -          (71,894)
                                                  -----------       ----------
Net cash used by investing activities                (814,796)      (5,531,707)
                                                  -----------       ----------

Cash flows provide by financing activities:
  Capital contributions from partners                 150,000        4,971,875
  Offering expenses                                    (1,552)        (750,438
                                                  -----------       ----------  
    Net cash provided by financing                    148,448        4,221,437
     activities                                   -----------       ----------


Net decrease in cash and cash equivalents            (588,494)      (1,272,674)
Cash and cash equivalents, beginning of period      5,906,978        3,916,658
                                                  -----------       ----------

Cash and cash equivalent, end of period         $   5,318,484    $   2,643,984
                                                  ===========       ==========



Continued...
                                    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 Three Months Ended March 31, 1998 and 1997

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:



During the three months ended March 31, 1997, the Partnership incurred,  but did
not  pay,  $2,45,559  of  payables  to  payables  to  limited  partnerships  (in
connection with its investments in limited partnerships.) 

During the three months ended March 31, 1997, the Partnership incurred,  but did
not pay  $2,400  of  payables  to an  affiliate  for  offering  and  acquisition
expenses.



















                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        7



<PAGE>

                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                         
                          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, 1997
(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 March 31,
1998 and the  results  of  operations  and  changes  in cash flows for the three
months ended March 31, 1998. 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 will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.





                                        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)
- --------------------------------------------------------------

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.


                                        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 March 31, 1998, the Partnership had acquired limited partnership interests
in ten limited  partnerships  each of which owns one  apartment  complex.  As of
March 31, 1998 construction and  rehabilitation  of the ten apartment  complexes
has 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 except for BLESSED ROCK at 49.495%.

The  following  is a summary  of the  investment  in  limited  partnerships  and
reconciliation  to the  limited  partnership  accounts  as of March 31, 1998 and
December 31, 1997:

                                                     1998             1997
                                                     ----             ----

  Investment balance beginning of period        $ 14,894,897    $  6,700,570
  Capital contributions to limited 
   partnerships                                                    6,194,337
  Capital contributions payable to limited
   partnerships                                                    1,329,465
  Capitalized acquisition fees and costs                  36       1,047,315
  Distributions from limited partnerships             (3,744)
  Equity in loss of limited partnership             (153,500)       (334,756)
  Amortization of capitalized acquisition 
   costs                                             (14,177)        (42,034)
                                                 -----------     -----------

  Investment Balance - end of period            $ 14,723,512    $ 14,894,897
                                                 ===========     ===========

Selected  financial  information  for the three  months ended March 31, 1998 and
1997 from the combined financial statements of the limited partnerships in which
the partnership has invested is as follows:

                                                    1998            1997
                                                    ----            ----

   Total revenue                                 $  503,500     $     43,341
                                                    -------          -------

   Interest expense                                 199,100           14,700
   Depreciation                                     150,800            8,715
   Operating expenses                               337,700           20,885
                                                   --------          -------
   Total expenses                                   687,600           44,300
                                                   --------          -------

   Net Loss                                        (184,100)   $        (959)
                                                   =========         =======

   Net loss allocable to the Partnership         $ (153,500)   $        (949)
                                                   =========         =======




                                       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.  Through March 31, 1998 and December 31, 1997, the  Partnership  incurred
acquisition  fees of $1,571,597.  Accumulated  amortization  totaled $54,690 and
$44,885 as of March 31, 1998 and December 31, 1997, respectively.

     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 $14,794 and $5,785 for the three  months ended March
     31, 1998 and 1997, respectively.

         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 March 31, 1998 and
December 31,1997:

                                                      1998            1997
                                                      ----            ----
   Advances made for acquisition costs, 
    organizational,offering and selling
    expenses                                  $      2,514   $       1,088
   Management fees                                  65,909          51,115
                                                 ---------      ----------
     Total accrued fees and advances          $     68,423   $      52,203
                                                 =========      ==========






                                       11

<PAGE>


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


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

Payable to limited  partnerships at March 31, 1998 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 - INVESTOR NOTES RECEIVABLE
- ----------------------------------

During the three months ended March 31, 1998, the Partnership collected payments
of $150,000 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  and are due no later  than 13  months  after  the
subscription date. This amount is presented as a reduction in partners' equity.


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.

NOTE 8 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------

Subsequent  to March 31, 1998,  the  Partnership  acquired  limited  partnership
interests in two limited partnerships totaling $1,086,562.





                                       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").

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

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash  equivalents of  approximately  $588,500 for the three
months ended March 31, 1998 This decrease in cash  consisted of cash provided by
(used by) operating  activities,  investing activities and financing activities,
of approximately $77,900,  $(814,800),  and $148,400. Cash provided by financing
activities  consisted of  collection of notes  receivable of $150,000  offset by
offering  expenses of approximately  $1,500.  Cash used by investing  activities
consisted  primarily of capital  contributions to Local Limited  Partnerships of
approximately  $881,500.  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 December 31, 1997 and March 31, 1998 the Partnership was indebted to WNC &
Associates,   Inc.  in  the  amount  of   approximately   $68,400  and  $52,200,
respectively.  The component items of such indebtedness were as follows: accrued
asset management fees of approximately $65,900 and $51,100 respectively advances
for operating costs of approximately  $2,500 and $1,100. As of December 31, 1997
and March 31, 1998 the  Partnership  is due  approximately  $286,900 and $76,800
from affiliates of the general partner

As of March 31, 1998,  the  Partnership  had received  subscriptions  for 22,000
units of limited partnership  interests ("Units"),  consisting of cash and notes
receivable of $21,890,730 and $25,000,  respectively.  

As of  September  30,  1998,  March 31, 1998 and as of December  31,  1997,  the
Partnership had made capital  contributions to Local Limited Partnerships in the
amount of approximately $12,620,500, $11,551,600 and $10,733,100,  respectively,
and had  commitments  for  additional  capital  contributions  of  approximately
$2,009,200,  $2,062,300 and $2,880,800,  respectively.  Further, the Partnership
had loans  outstanding to Local Limited  Partnerships  as of September 30, as of
March 31, 1998 and as of December 31, 1997, of approximately  $91,000,  $301,200
and $301,200,  respectively.  Of the amount outstanding as of December 31, 1997,
approximately   $110,000   was  loaned  to  WYNWOOD   and  was  applied  to  the
Partnership's  purchase price upon acquisition of that Local Limited Partnership
Interest in May,  1998 and the amount of  approximately  $100,200  was repaid by
OGALLALA.  The amount remaining of the December 31, 1997 balance and outstanding
as of March 31, and  September 31, 1997 of  approximately  $91,000 was loaned to
COLONIAL PINES.


                                       13


<PAGE>

 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,
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, 1997 and March 31, 1998 the  Partnership  had  acquired  ten
Local Limited Partnership Interests.  Each of the ten 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 March 31,1997,  all ten of
the Apartment  Complexes in the Partnership had commenced  operations,  eight on
them for a period less than a full year. Accordingly, the "Equity in losses from
Local Limited  Partnerships"  for the periods ended  December 31, 1997 and March
31,  1998  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 losses of
approximately  $135,400  for the three months ended March 31, 1998 and income of
approximately  $15,000 for the three months ended March 31, 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>



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.  Exhibits      None.

2.  Reports on Form 8-K

No Forms 8-K Current Reports were filed in the quarter ended December 31, 1997.



















                                       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: November 3, 1998

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

Date: November 3, 1998






















                                       17


<TABLE> <S> <C>


<ARTICLE>                     5

<CIK>                         0000943906
<NAME>                        WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
<MULTIPLIER>                                   1
<CURRENCY>                                     US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   MAR-31-1998
<EXCHANGE-RATE>                                1
<CASH>                                           5,318,484
<SECURITIES>                                             0
<RECEIVABLES>                                            0
<ALLOWANCES>                                             0
<INVENTORY>                                              0
<CURRENT-ASSETS>                                 5,318,484
<PP&E>                                                   0
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                  20,667,804
<CURRENT-LIABILITIES>                                    0
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                      18,537,046
<TOTAL-LIABILITY-AND-EQUITY>                    20,667,804
<SALES>                                                  0
<TOTAL-REVENUES>                                    49,943
<CGS>                                                    0
<TOTAL-COSTS>                                       31,801
<OTHER-EXPENSES>                                   153,500
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                       0
<INCOME-PRETAX>                                   (135,358)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                               (135,358)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                      (135,358)
<EPS-PRIMARY>                                        (6.09)
<EPS-DILUTED>                                            0
        


</TABLE>


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