WNC HOUSING TAX CREDIT FUND V LP SERIES 4
10-Q, 2000-12-19
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 September 30, 2000

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-20057


                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4

                              California 33-0707612
                 State or other jurisdiction of (I.R.S. Employer
                incorporation or organization Identification No.)


              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 V, L.P., SERIES 4

                       (A California Limited Partnership)

                               INDEX TO FORM 10-Q

                    For the Quarter Ended September 30, 2000



PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

          Balance Sheets
              September 30, 2000 and March 31, 2000............................3

          Statements of Operations
              For the Three and Six Months Ended September 30, 2000 and 1999...4

          Statement of Partners' Equity (Deficit)
              For the Six Months Ended September 30, 2000......................5

          Statements of Cash Flows
              For the Six Months Ended September 30, 2000 and 1999.............6

          Notes to Financial Statements .......................................7

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

     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......15

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings................................................15

     Item 6. Exhibits and Reports on Form 8-K.................................15

     Signatures...............................................................16


                                       2

<PAGE>


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

                                 BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                   September 30, 2000              March 31, 2000
                                                                  ----------------------        ---------------------
                                                                       (unaudited)
<S>                                                            <C>                           <C>
ASSETS

Cash and cash equivalents                                       $            1,328,225        $           1,725,133
Loan receivable                                                                  9,732                       12,080
Investments in limited partnerships (Note 2)                                14,645,497                   15,243,007
Other assets                                                                       650                          574
                                                                  ----------------------        ---------------------

                                                                $           15,984,104        $          16,980,794
                                                                  ======================        =====================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Payables to limited partnerships (Note 4)                       $              257,965        $             672,640
Accrued fees and expenses due to
  General Partner and affiliates (Note 3)                                        6,956                        1,936
                                                                  ----------------------        ---------------------

                                                                               264,921                      674,576
                                                                  ----------------------        ---------------------

Partners' equity (deficit):
  General partner                                                              (61,868)                     (55,998)
  Limited partners (22,000 units issued and outstanding)                    15,781,051                   16,362,216
                                                                  ----------------------        ---------------------

Total partners' equity                                                      15,719,183                   16,306,218
                                                                  ----------------------        ---------------------

                                                                $           15,984,104        $          16,980,794
                                                                  ======================        =====================

</TABLE>


                 See accompanying notes to financial statements
                                        3
<PAGE>

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

                            STATEMENTS OF OPERATIONS

          For the Three and Six Months Ended September 30, 2000 and1999
                                   (unaudited)
<TABLE>
<CAPTION>

                                                     2000                               1999
                                         ------------------------------    --------------------------------

                                            Three             Six             Three               Six
                                            Months           Months            Months            Months
                                         ------------    --------------    -------------     --------------
<S>                                   <C>             <C>               <C>               <C>
Interest income                        $     20,131    $       52,144    $      27,325     $       63,709
                                         ------------    --------------    -------------     --------------

Operating expenses:
  Amortization (Note 2)                      14,891            29,782           14,891             29,783
  Asset management fees (Note 3)             15,125            30,250           15,125             30,250
  Other                                       3,681            10,469           18,918             27,672
                                         ------------    --------------    -------------     --------------

    Total operating expenses                 33,697            70,501           48,934             87,705
                                         ------------    --------------    -------------     --------------

Loss from operations                        (13,566)          (18,357)        (21,609)           (23,996)

Equity in losses of
 limited partnerships                      (284,339)         (568,678)        (252,377)          (501,814)
                                         ------------    --------------    -------------     --------------

Net loss                               $   (297,905)   $     (587,035)   $    (273,986)    $     (525,810)
                                         ============    ==============    =============     ==============

Net loss allocated to:
  General partner                      $     (2,979)   $       (5,870)   $      (2,740)    $       (5,258)
                                         ============    ==============    =============     ==============

  Limited partners                     $   (294,926)   $     (581,165)   $    (271,246)    $     (520,552)
                                         ============    ==============    =============     ==============

Net loss per weighted limited
  partner unit                         $        (13)   $          (26)   $         (12)    $          (24)
                                         ============    ==============    =============     ==============

Outstanding weighted limited
partnership units                            22,000            22,000           22,000             22,000
                                         ============    ==============    =============     ==============
</TABLE>


                 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 (DEFICIT)

                   For the Six Months Ended September 30, 2000
                                   (unaudited)

<TABLE>
<CAPTION>

                                                             General               Limited
                                                             Partner              Partners               Total
                                                       --------------------   ------------------    ----------------
<S>                                                 <C>                    <C>                   <C>
Partners' equity (deficit) at March 31, 2000         $                      $       16,362,216    $     16,306,218
                                                                  (55,998)

Net loss                                                           (5,870)            (581,165)           (587,035)
                                                       --------------------   ------------------    ----------------

Partners' equity (deficit) at September 30, 2000     $            (61,868)  $       15,781,051    $     15,719,183
                                                       ====================   ==================    ================


</TABLE>

                 See accompanying notes to financial statements
                                       5
<PAGE>

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

                            STATEMENTS OF CASH FLOWS

              For the Six Months Ended September 30, 2000 and 1999
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                           2000                       1999
                                                                    --------------------      ----------------------
<S>                                                              <C>                       <C>
Cash flows from operating activities:
     Net loss                                                     $           (587,035)     $             (525,810)
     Adjustments to reconcile net loss to net
        cash provided by operating activities:
        Amortization                                                            29,782                      29,783
        Equity in losses of limited partnerships                               568,678                     501,814
        Change in accrued asset management fees                                   5,520                   (102,691)
        Change in other assets                                                    (76)                           -
        Accrued fees and expense due to
           General Partner and affiliates                                        (500)                      58,340
                                                                    --------------------      ----------------------

Net cash provided by (used in) operating activities                              16,369                   (38,564)
                                                                    --------------------      ----------------------

Cash flows from investing activities:
    Investment in limited partnerships                                        (416,825)                 (1,291,055)
    Loans receivable                                                             2,348                           -
    Distributions from limited partnerships                                      1,200                       3,647
    Acquisition costs and fees                                                       -                     (58,778)
                                                                    --------------------      ----------------------

Net cash used in investing activities                                         (413,277)                 (1,346,186)
                                                                    --------------------      ----------------------

Net decrease in cash and cash equivalents                                     (396,908)                 (1,384,750)
                                                                    --------------------      ----------------------

Cash and cash equivalents, beginning of period                               1,725,133                   3,460,935
                                                                    --------------------      ----------------------

Cash and cash equivalents, end of period                          $          1,328,225      $            2,076,185
                                                                    ====================      ======================

</TABLE>
                 See accompanying notes to financial statements
                                       6
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2000
                                   (unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying condensed consolidated unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the  instructions  to Form  10-Q for  quarterly
reports  under  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and six months ended September 30, 2000 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  March  31,  2001.  For  further  information,  refer  to  the  financial
statements and footnotes thereto included in the Partnership's  annual report on
Form 10-K for the fiscal year ended March 31, 2000.

Organization

WNC Housing Tax Credit Fund V, L.P., Series 4, a California Limited  Partnership
(the "Partnership"),  was formed on July 26, 1995 under the laws of the state of
California, and commenced operations on July 1, 1996. The Partnership was formed
to  invest  primarily  in  other  limited  partnerships  and  limited  liability
companies (the "Local Limited  Partnerships") which own and operate multi-family
housing  complexes  (the  "Housing  Complex")  that are  eligible for low income
housing credits.  The local general  partners (the "Local General  Partners") of
each Local Limited Partnership retain responsibility for maintaining,  operating
and managing the Housing Complex.

The general partner is WNC & Associates, Inc. ("WNC") (the "General Partner"), a
California  limited  partnership.  Wilfred N.  Cooper,  Sr.,  through the Cooper
Revocable Trust,  owns 66.8% of the outstanding stock of WNC. John B. Lester was
the original  limited partner of the  Partnership  and owns,  through the Lester
Family Trust,  28.6% of the outstanding  stock of WNC.  Wilfred N. Cooper,  Jr.,
President of WNC, owns 2.1% of the outstanding stock of WNC.

The  partnership  agreement  authorized the sale of up to 25,000 units at $1,000
per Unit  ("Units").  The offering of Units  concluded on July 11, 1997 at which
time 22,000 Units representing  subscriptions in the amount of $21,914,830,  net
of discount of $79,550 for volume purchases and $5,620 for dealer discounts, had
been accepted.  The General  Partner has a 1% interest in operating  profits and
losses,  taxable income and losses and in cash available for  distribution  from
the  Partnership  and tax credits.  The limited  partners  will be allocated the
remaining 99% of these items in proportion to their respective investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 3) from the  remainder,  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.


                                        7

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000
                                   (unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risks and Uncertainties

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multi-unit  residential  real estate.  Some of these
risks  are that the low  income  housing  credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes  receive  government  financing  or operating  subsidies,  they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations.  The Housing Complexes are or will be subject
to  mortgage  indebtedness.  If a Local  Limited  Partnership  does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex  and low  income  housing  credits.  As a limited  partner  of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local  Limited  Partnerships,  and will rely totally on the
Local General  Partners of the Local Limited  Partnerships for management of the
Local Limited Partnerships.  The value of the Partnership's  investments will be
subject  to  changes  in  national  and  local  economic  conditions,  including
unemployment  conditions,  which could adversely  impact vacancy levels,  rental
payment  defaults and operating  expenses.  This, in turn,  could  substantially
increase  the  risk of  operating  losses  for  the  Housing  Complexes  and the
Partnership.  In addition,  each Local Limited  Partnership  is subject to risks
relating  to  environmental   hazards  and  natural  disasters  which  might  be
uninsurable. Because the Partnership's operations will depend on these and other
factors  beyond  the  control  of the  General  Partner  and the  Local  General
Partners,  there can be no assurance  that the  anticipated  low income  housing
credits will be available to Limited Partners.

In addition,  Limited  Partners are subject to risks in that the rules governing
the low income  housing  credit are  complicated,  and the use of credits can be
limited.  The only  material  benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop.  All management decisions will
be made by the General Partner.

Method of Accounting For Investments in Limited Partnerships

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership  in  acquiring  the  investments  are  capitalized  as  part  of the
investment account and are being amortized over 30 years (see note 2).

Offering Expenses

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees,  and other costs  incurred  with selling  limited
partnership  interests in the  Partnership.  The General Partner is obligated to
pay all  offering  and  organization  costs in  excess of 15%  (including  sales
commissions) of the total offering proceeds.  Offering expenses are reflected as
a reduction of partners'  capital and amounted to  $2,960,328  at the end of all
periods presented.



                                       8
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000
                                   (unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities at the date of the financial  statements,  and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could materially differ from those estimates.

Cash and Cash Equivalents

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
September 30 and March 31, 2000, the Partnership had no cash equivalents.

Concentration of Credit Risk

At September 30, 2000,  the  Partnership  maintained  cash balances at a certain
financial institution in excess of the federally insured maximum.

Net Loss Per Limited Partner Unit

Net loss per limited  partnership  unit is  calculated  pursuant to Statement of
Financial  Accounting  Standards No. 128,  Earnings Per Share. Net loss per unit
includes no dilution  and is computed  by  dividing  loss  available  to limited
partners by the weighted average number of units outstanding  during the period.
Calculation of diluted net income per unit is not required.

Reporting Comprehensive Income

In June 1997,  the FASB  issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, Reporting  Comprehensive  Income.  This statement  establishes
standards for reporting the components of comprehensive income and requires that
all items that are  required to be  recognized  under  accounting  standards  as
components of comprehensive  income be included in a financial statement that is
displayed with the same prominence as other financial statements.  Comprehensive
income  includes net income as well as certain items that are reported  directly
within a separate  component  of  partners'  equity and bypass net  income.  The
Partnership  adopted the  provisions  of this  statement in 1998.  For the years
presented,  the Partnership has no elements of other  comprehensive  income,  as
defined by SFAS No. 130.



                                       9
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000
                                   (unaudited)

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of September  30 and March 31, 2000,  the  Partnership  has acquired  limited
partnership interests in 14 Local Limited  Partnerships,  each of which owns one
Housing  Complex  consisting  of an  aggregate  of 784  apartment  units.  As of
September 30 and March 31,  2000,  all  construction  or  rehabilitation  of the
Housing  Complexes was completed.  The respective  Local General Partners of the
Local Limited  Partnerships  manage the  day-to-day  operations of the entities.
Significant Local Limited  Partnership  business decisions require approval from
the Partnership. The Partnership, as a limited partner, is generally entitled to
99%, as specified in the Local Limited Partnership agreements,  of the operating
profits  and  losses,  taxable  income and  losses and tax  credits of the Local
Limited Partnerships,  except for one of the investments in which it is entitled
to 49.5% of such amounts.

Equity  in  losses  of the  Local  Limited  Partnerships  is  recognized  in the
financial  statements until the related  investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the  Partnership  will resume applying the equity method only after its share of
such net  income  equals  the share of net  losses  not  recognized  during  the
period(s) the equity method was suspended.

The  following is a summary of the equity method  activity of the  investment in
Local Limited Partnerships for the periods presented below:
<TABLE>
<CAPTION>

                                                             For the Six Months Ended            For the Year Ended
                                                                September 30, 2000                 March 31, 2000
                                                            ----------------------------       ------------------------
<S>                                                      <C>                                <C>
Investment per balance sheet, beginning of period         $                 15,243,007       $             15,345,027
Capital contributions paid, net                                                      -                        766,262
Capital contributions payable                                                    2,150                        342,195
Equity in losses of limited partnerships                                      (568,678)                    (1,146,270)
Distributions received                                                          (1,200)                        (4,641)
Amortization of paid acquisition fees and costs                                (29,782)                       (59,566)
                                                            ----------------------------       ------------------------

Investment per balance sheet, end of period               $                 14,645,497       $             15,243,007
                                                            ============================       ========================
</TABLE>



                                       10

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000
                                   (unaudited)

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS,  continued

Selected  financial  information  for the six months ended September 30 from the
combined  financial   statements  of  the  limited  partnerships  in  which  the
partnership has invested is as follows:
<TABLE>
<CAPTION>

                                                                           2000                          1999
                                                                    -------------------            ------------------
<S>                                                              <C>                            <C>
Revenues                                                          $         1,358,000            $        1,214,600
                                                                    -------------------            ------------------

Expenses:
     Interest expense                                                         488,000                       438,400
     Depreciation                                                             561,000                       467,600
     Operating expenses                                                       901,000                       843,600
                                                                    -------------------            ------------------

     Total Expenses                                                         1,950,000                     1,749,600
                                                                    -------------------            ------------------

Net loss                                                          $          (592,000)           $         (535,000)
                                                                    ===================            ==================

Net loss allocable to the Partnership                             $          (568,000)           $         (530,000)
                                                                    ===================            ==================

Net loss recognized by the Partnership                            $          (568,000)           $         (502,000)
                                                                    ===================            ==================
</TABLE>

Certain Local Limited  Partnerships have incurred  significant  operating losses
and  have  working  capital  deficiencies.  In the  event  these  Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  Partner  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
impaired and the loss and recapture of the related tax credits could occur.

NOTE 3- RELATED PARTY TRANSACTIONS

Under the terms of the  Partnership  Agreement,  the  Partnership has paid or is
obligated to the General Partner or their affiliates for the following items:

(a)  Annual Asset  Management  Fee. An annual asset  management fee in an amount
     equal to 0.2% of invested assets (the sum of the  Partnership's  Investment
     in Local  Limited  Partnership  Interests and the  Partnership's  allocable
     share of the amount of the  mortgage  loans on and other debts  related to,
     the Housing Complexes owned by such Local Limited  Partnerships) is payable
     quarterly.  Asset  management  fees of $30,250 were incurred during each of
     the six months ended  September  30, 2000 and 1999.  The  Partnership  made
     payments of $24,730 and $132,941 to the General  Partner or its  affiliates
     for those fees  during the six months  ended  September  30, 2000 and 1999,
     respectively.


                                       11

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                               September 30, 2000
                                   (unaudited)

NOTE 3- RELATED PARTY TRANSACTIONS, continued

(b)  Subordinated  Disposition Fee. A subordinated  disposition fee in an amount
     equal to 1% of the  sale  price  received  in  connection  with the sale or
     disposition of a Housing  Complex.  Subordinated  disposition  fees will be
     subordinated  to  the  prior  return  of  the  Limited   Partners'  capital
     contributions  and  payment  of the  Return on  Investment  to the  Limited
     Partners.  "Return  on  Investment"  means an  annual,  cumulative  but not
     compounded,  "return" to the Limited Partners (including Low Income Housing
     Credits) as a class on their adjusted capital contributions  commencing for
     each Limited  Partner on the last day of the calendar  quarter during which
     the Limited Partner's capital  contribution is received by the Partnership,
     calculated at the following rates: : (i) 14% through December 31, 2006, and
     (ii) 6% for the balance of the Partnerships  term. No disposition fees have
     been paid.

Accrued fees and advance due to  affiliates of the General  Partner  included in
the balance sheet consist of the following at:
<TABLE>
<CAPTION>

                                                                September 30, 2000               March 31, 2000
                                                               ----------------------       -------------------------
<S>                                                        <C>                          <C>
Asset management fees payable                               $                  6,956     $                     1,436

Reimbursement due on expenses paid by the General                                  -                             500
     Partner or affiliates
                                                               ----------------------       -------------------------

Total                                                       $                  6,956     $                     1,936
                                                               ======================       =========================
</TABLE>



NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS

Payables  to limited  partnerships  represent  amounts  which are due at various
times based on conditions specified in the Local Limited Partnership agreements.
These  contributions  are payable in installments and are generally due upon the
limited  partnerships  achieving  certain  development and operating  benchmarks
(generally within two years of the Partnership's initial investment).

NOTE 5 - INCOME TAXES

No provision for income taxes has been made as the liability for income taxes is
an obligation of the partners of the Partnership.


                                       12

<PAGE>


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

This  Quarterly  Report  contains  forward-looking   statements  concerning  the
Partnership's anticipated future revenues and earnings,  adequacy of future cash
flow and related matters. These forward-looking  statements include, but are not
limited to, statements containing the words "expect",  "believe", "will", "may",
"should", "project", "estimate", and like expressions, and the negative thereof.
These statements are subject to risks and uncertainties  that could cause actual
results to differ materially from the statements, including competition, as well
as those  risks  described  in the  Partnership's  SEC  reports,  including  the
Partnership's  Form 10-K filed  pursuant to the  Securities  and Exchange Act of
1934 on July 14, 2000.

The following discussion and analysis compares the results of operations for the
three and six months ended  September  30, 2000 and 1999,  and should be read in
conjunction   with  the  condensed   consolidated   financial   statements   and
accompanying notes included within this report.

Financial Condition

The Partnership's assets at September 30, 2000 consisted primarily of $1,328,000
in cash and aggregate  investments in the fourteen Local Limited Partnerships of
$14,645,000.  Liabilities at September 30, 2000 consisted  primarily of $258,000
of payables to limited partnerships.

Results of Operations

Three Months Ended  September 30, 2000 Compared to Three Months Ended  September
30, 1999. The  Partnership's  net loss for the three months ended  September 30,
2000 was  $(298,000),  reflecting an increase of $24,000 from the  $(274,000) of
net loss experienced for the three months ended September 30, 1999. The increase
in net loss is primarily due to equity in losses of limited  partnerships  which
increased by $32,000 to $(284,000) for the three months ended September 30, 2000
from $(252,000) for the three months ended September 30, 1999. This increase was
a result of the Local Limited  Partnerships  completing  construction  and going
into  operations.  The  increase in equity  losses of limited  partnerships  was
partially  offset by a decrease in loss from  operations of $8,000 for the three
months ended  September  30, 2000 to  $(14,000),  from  $(22,000)  for the three
months ended September 30, 1999, due primarily to a decrease in accounting fees.

Six Months Ended  September 30, 2000 Compared to Six Months Ended  September 30,
1999. The Partnership's net loss for the six months ended September 30, 2000 was
$(587,000),  reflecting  an increase  of $61,000  from the  $(526,000)  net loss
experienced  for the six months ended  September  30, 1999.  The increase in net
loss is  primarily  due to  equity  in  losses  of  limited  partnerships  which
increased by $67,000 to $(569,000)  for the six months ended  September 30, 2000
from $(502,000) for the six months ended September 30, 1999. This increase was a
result of the Local Limited  Partnerships  completing  construction and starting
operations. Along with the increase in equity in losses of limited partnerships,
there was a decrease in loss from  operations of $6,000 for the six months ended
September  30,  2000 to  $(18,000),  from  (24,000)  for the  six  months  ended
September 30, 1999, due primarily to a decrease in accounting fees.


                                       13

<PAGE>


Cash Flows

Six Months Ended  September 30, 2000 Compared to Six Months Ended  September 30,
1999.  Net  cash  used  during  the six  months  ended  September  30,  2000 was
$(397,000)  compared to a net use of cash for the six months ended September 30,
1999 of  $(1,385,000).  The change was due  primarily  to a decrease  in capital
contributions  paid to Local Limited  Partnerships of $874,000 to $(417,000) for
the six months ended  September  30, 2000 from  $(1,291,000)  for the six months
ended  September  30,  1999.  A decrease in  acquisition  costs and fees paid of
$59,000 to $0 for the six months ended September 30, 2000 from $(59,000) for the
six months ended September 30, 1999. Cash used by operating activities decreased
by $55,000  from  $(39,000)  used in the six months  ended  September  30,  1999
compared to $16,000 provided by the six months ended September 30, 2000.

During the six months ended September 30, 2000, accrued payables,  which consist
primarily of accrued asset management fees due to the General Partner, increased
by $5,000. The General Partner  anticipates that these accrued fees will be paid
during 2001, and that capital  reserves are  sufficient to meet the  foreseeable
working capital requirements of the partnership.

The Partnership  expects its future cash flows,  together with its net available
assets at September 30, 2000, to be sufficient to meet all currently foreseeable
future cash requirements.



                                       14

<PAGE>


Item 3.  Quantitative and Qualitative Disclosures About Market Risks

         NOT APPLICABLE

Part II. Other Information

Item 1.  Legal Proceedings

         NONE

Item 6.  Exhibits and Reports on Form 8-K

         NONE




                                       15
<PAGE>


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

WNC HOUSING TAX CREDIT FUND V, L.P. Series 4


By:  WNC & Associates, Inc.         General Partner of the Registrant





By: /s/Wilfred N. Cooper, Jr.

Wilfred N. Cooper, Jr., President, Chief Operating Officer of
                                    WNC & Associates, Inc.

Date: December 15, 2000





By:  /s/ Michael L. Dickenson

Michael L. Dickenson, Vice-President, Chief Financial Officer of
                                       WNC & Associates, Inc.

Date: December 15, 2000









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