FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period from __________ to __________
Commission file number: 0-21897
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
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
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 X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
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State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.
INAPPLICABLE
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
NONE
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Item 1. Business
PART I.
Organization
WNC Housing Tax Credit Fund, V, L.P., Series 4 (the "Partnership") or ("Series
4") was formed under the California Revised Limited Partnership Act on July 26,
1995 and commenced operations on July 1, 1996. The Partnership was formed to
acquire limited partnership interests in limited partnerships or limited
liability companies ("Local Limited Partnerships") which own multi-family
housing complexes that are eligible for low-income housing federal and, in
certain cases, California income tax credits ("Low Income Housing Credit").
The general partner of the Partnership is WNC & Associates, Inc. (the "General
Partner" or "Associates".) Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust, owns 66.8% of the outstanding stock of Associates. John B. Lester, Jr.
was the original limited partner of the Partnership and owns, through the Lester
Family Trust, 28.6% of the outstanding stock of Associates. Wilfred N. Cooper,
Jr., President of Associates, owns 2.1% of the outstanding stock of Associates.
The business of the Partnership is conducted primarily through the General
Partner as the Partnership has no employees of its own.
Pursuant to a registration statement filed with the Securities and Exchange
Commission, on July 26, 1995, on July 1, 1996 the Partnership commenced a public
offering of 25,000 Units of Limited Partnership Interests ("Units"), at a price
of $1,000 per Unit. The Partnership's offering terminated on July 11, 1997.
Since inception a total of 22,000 Units representing approximately $21,915,000
were sold throughout the offering.
Description of Business
The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner or non-managing member in
Local Limited Partnerships each of which will own and operate a multi-family
housing complex (the "Housing Complex") which will qualify for the Low Income
Housing Credit. In general, under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce Federal taxes otherwise due in each year of a ten-year period. In
general, under Section 17058 of the California Revenue and Taxation Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against California taxes otherwise due in each year of a four-year period. The
Housing Complex is subject to a fifteen-year compliance period (the "Compliance
Period"), and under state law may have to be maintained as low income housing
for 30 or more years.
In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Housing
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the ability of government
lenders to disapprove of transfer, it is not possible at this time to predict
whether the liquidation of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
Partnership, as amended by Supplements to the Prospectus thereto (the
"Partnership Agreement"), will be able to be accomplished promptly at the end of
the 15-year period. If a Local Limited Partnership is unable to sell its Housing
Complex, it is anticipated that the local general partner ("Local General
Partner") will either continue to operate such Housing Complex or take such
other actions as the Local General Partner believes to be in the best interest
of the Local Limited Partnership. Notwithstanding the preceding, circumstances
beyond the control of the General Partner or the Local General Partners may
occur during the Compliance Period, which would require the Partnership to
approve the disposition of an Housing Complex prior to the end thereof, possibly
resulting in recapture of Low Income Housing Credits.
3
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As of March 31, 2000 the Partnership had invested in fourteen Local Limited
Partnerships. Each of these Local Limited Partnerships owns a Housing Complex
that is eligible for the federal Low Income Housing Credit. Certain Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.
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 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 or non-managing member 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 general partners or managing members 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 Partnership management
decisions are made by the General Partner.
As a limited partner or non-managing member, the Partnership's liability for
obligations of each Local Limited Partnership is limited to its investment. The
Local General Partners of each Local Limited Partnership retain responsibility
for developing, constructing, maintaining, operating and managing the Housing
Complexes.
Item 2. Properties
Through its investment in Local Limited Partnerships, the Partnership holds
limited partnership interests in the Housing Complexes. The following table
reflects the status of the fourteen Housing Complexes as of the dates and for
the periods indicated.
4
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<TABLE>
<CAPTION>
---------------------------- ---------------------------------------
As of March 31, 2000 As of December 31, 1999
---------------------------- ---------------------------------------
Partnership's Amount of Estimated Encumbrances
Total Investment Investment Number Low Income of Local
in Local Limited Paid of Occu Housing Limited
Partnership Name Location General Partner Name Partnerships to Date Units pancy Credits Partnerships
-------------------------------------------------------------------------------------------- ---------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ashford Place, a Limited Shawnee, The Cowen Group, LLC $ 2,317,000 $ 2,317,000 100 88% $ 3,931,000 $ 2,329,000
Partnership Oklahoma
Belen Vista Associates, Belen, New Monarch Properties, Inc.
Limited Partnership Mexico and Low Income Housing
Foundation of NM 416,000 416,000 57 100% 714,000 1,536,000
Blessed Rock of El Monte El Monte, Everland, Inc. 2,511,000 2,511,000 137 99% 8,899,000 3,784,000
California
Bolivar Plaza Apartments Bolivar, MBL Development Co. 1,181,000 839,000 32 (1) (1) -
Mississippi
Cleveland Apartments L.P. Coffeyville, Williams Management and
Kansas Consulting, Inc. and
Eastern Housing Corp. 516,000 422,000 48 56% 737,000 1,541,000
Cresent City Apartments Cresent City, Cresent City Surf, Inc. 1,166,000 1,133,000 56 91% 2,221,000 1,960,000
California
D. Hilltop Apartments Prairie View, Donald W. Sowell 102,000 102,000 24 88% 187,000 468,000
Ltd. Texas
Greyhound Associates I, Windsor, WCM Community
L.P. Missouri Development Corp. 642,000 642,000 24 96% 1,128,000 620,000
Lamar Plaza Apts., L.P. Lamar, MBL Development Co. 738,000 738,000 28 86% 1,230,000 864,000
Missouri
(1) Housing Complex is under construction and the cost certification is not yet completed.
</TABLE>
5
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<TABLE>
<CAPTION>
---------------------------- ---------------------------------------
As of March 31, 2000 As of December 31, 1999
---------------------------- ---------------------------------------
Partnership's Amount of Estimated Encumbrances
Total Investment Investment Number Low Income of Local
in Local Limited Paid of Occu Housing Limited
Partnership Name Location General Partner Name Partnerships to Date Units pancy Credits Partnerships
-------------------------------------------------------------------------------------------- ---------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mesa Verde Apartments Roswell, New Trianon-Mesa Verde, LLC 3,941,000 3,846,000 142 92% 6,472,000 2,410,000
Limited Partnership Mexico
Mountain Vista Los Alamos, Monarch Properties, Inc.
Associates Limited New Mexico and Low Income Housing
Partnership Foundation of NM 315,000 315,000 52 96% 543,000 1,440,000
North Central Limited New York, City and Suburban
Partnership New York Development Corp. 748,000 720,000 18 89% 1,054,000 1,300,000
Woodland, Ltd. Marion, ACHR Corp. 1,288,000 1,288,000 42 93% 2,112,000 1,294,000
Alabama
Wynwood Place, Limited Raleigh, Regency Investment
Partnership North Associates, Inc., ATO,
Carolina Inc., a Non-Profit Corp.
and Gordon Blackwell. 534,000 454,000 24 100% 780,000 682,000
---------- ---------- --- ---- ---------- ----------
$ 16,415,000 $ 15,743,000 784 90% $ 30,008,000 $ 20,210,000
========== ========== === ==== ========== ==========
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------
For the year ended December 31, 1999
------------------------------------------------------------------
Low Income Housing
Credits Allocated to
Partnership Name Rental Income Net Loss Partnership
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Ashford Place, a Limited Partnership $ 353,000 $ (276,000) 98.99%
Belen Vista Associates, Limited
Partnership 329,000 (25,000) 98.99%
Blessed Rock of El Monte 660,000 (80,000) 49.50%
Bolivar Plaza Apartments - 8,000 98.98%
Cleveland Apartments L.P. 71,000 (207,000) 99.98%
Crescent City Apartments 152,000 (149,000) 99.00%
D. Hilltop Apartments Ltd. 74,000 (21,000) 99.00%
Greyhound Associates I, L.P. 74,000 (27,000) 99.00%
Lamar Plaza Apts., L.P. 80,000 (10,000) 99.97%
Mesa Verde Apartments Limited
Partnership 400,000 (273,000) 99.00%
Mountain Vista Associates Limited
Partnership 223,000 (11,000) 98.99%
North Central Limited Partnership 11,000 (18,000) 99.89%
Woodland, Ltd. 80,000 (65,000) 99.98%
Wynwood Place, Limited Partnership 62,000 (32,000) 99.98%
--------- ---------
$ 2,569,000 $ (1,186,000)
========= =========
</TABLE>
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Item 3. Legal Proceedings
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 5a.
(a) The Units are not traded on a public exchange but were sold through a
public offering. It is not anticipated that any public market will develop
for the purchase and sale of any Unit and none exists. Units can be
assigned only if certain requirements in the Partnership Agreement are
satisfied.
(b) At March 31, 2000, there were 1,304 Limited Partners.
(c) The Partnership was not designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships.
(d) No unregistered securities were sold by the Partnership during the year
ended March 31, 2000.
Item 5b.
NOT APPLICABLE
Item 6. Selected Financial Data
Selected balance sheet information for the Partnership is as follows:
<TABLE>
<CAPTION>
March 31 December 31
-------------------------- -----------------------------------------
2000 1999 1998 1997 1996
------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 1,725,133 $ 3,460,935 $ 3,817,546 $ 5,906,978 $ 3,916,658
Due from affiliates - 52,835 52,835 276,775 -
Subscriptions receivable - - - - 861,250
Investments in limited partnerships,
net 15,243,007 15,345,027 15,573,510 14,894,897 6,700,570
Interest receivable - - - 76,622 4,475
Loans receivable 12,080 12,080 91,000 301,226 126,381
Other assets 574 500 500 500 -
------------ ------------ ------------ ------------ -----------
$ 16,980,794 $ 18,871,377 $ 19,535,391 $ 21,456,998 $ 11,609,334
============ ============ ============ ============ ===========
LIABILITIES
Due to limited partnerships $ 672,640 $ 1,182,870 $ 1,657,666 $ 2,880,839 $ 4,267,232
Accrued fees and expenses due to
general partner and affiliates 1,936 181,131 121,498 52,203 291,396
PARTNERS' EQUITY 16,306,218 17,507,376 17,756,227 18,523,956 7,050,706
------------ ------------ ------------ ------------ -----------
$ 16,980,794 $ 18,871,377 $ 19,535,391 $ 21,456,998 $ 11,609,334
============ ============ ============ ============ ===========
</TABLE>
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Selected results of operations, cash flows, and other information for the
Partnership is as follows:
<TABLE>
<CAPTION>
For the For the For the
Year Ended Three Months Ended Years Ended
March 31 March 31 December 31
------------ -------------------------- -----------------------------------------
2000 1999 1998 1998 1997 1996
------------ ----------- ----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Income (loss) from operations $ (54,888) $ 586 $ 18,142 $ 95,280 $ 97,369 $ (17,505)
Equity in losses of limited
partnerships (1,146,270) (249,437) (153,500) (1,010,334) (334,756) (29,329)
------------ ---------- ---------- ----------- ----------- -----------
Net loss $ (1,201,158) $ (248,851) $ (135,358) $ (915,054) $ (237,387) $ (46,834)
============ ========== ========== =========== =========== ===========
Net loss allocated to:
General partner $ (12,012) $ (2,489) $ (1,354) $ (9,151) $ (2,374) $ (468)
============ ========== ========== =========== =========== ===========
Limited partners $ (1,189,146) $ (246,362) $ (134,004) $ (905,903) $ (235,013) $ (46,366)
============ ========== ========== =========== =========== ===========
Net loss per limited
partnership unit $ (54.05) $ (11.20) $ (6.09) $ (41.18) $ (13.01) $ (26.83)
============ ========== ========== =========== =========== ===========
Outstanding weighted limited
partner units 22,000 22,000 22,000 22,000 18,063 1,728
============ ========== =========== =========== =========== ===========
For the For the For the
Year Ended Three Months Ended Years Ended
March 31 March 31 December 31
------------ -------------------------- -----------------------------------------
2000 1999 1998 1998 1997 1996
------------ ----------- ----------- ----------- ------------ -----------
(Unaudited)
Net cash provided by (used in):
Operating activities $ (121,756) $ 75,111 $ 77,854 $ 297,891 $ 94,732 $ 4,010
Investing activities (1,614,046) (431,722) (814,796) (2,534,648) (10,409,130) (2,544,473)
Financing activities - - 148,448 147,325 12,304,718 6,457,121
----------- ----------- ----------- ----------- ------------ -----------
Net change in cash and cash
equivalents (1,735,802) (356,611) (588,494) (2,089,432) 1,990,320 3,916,658
Cash and cash equivalents,
beginning of period 3,460,935 3,817,546 5,906,978 5,906,978 3,916,658 -
----------- ----------- ----------- ----------- ------------ ----------
Cash and cash equivalents, end
of period $ 1,725,133 $ 3,460,935 $ 5,318,484 $ 3,817,546 $ 5,906,978 $ 3,916,658
=========== =========== =========== =========== ============ ===========
Low Income Housing Credits Per Unit was as follows for the years ended December 31:
1999 1998 1997 1996
----------- ------------ ----------- -----------
Federal $ 104 $ 81 $ 20 $ 38
State - - - -
----------- ------------ ----------- -----------
Total $ 104 $ 81 $ 20 $ 38
=========== ============ =========== ===========
</TABLE>
9
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Financial Condition
The Partnership's assets at March 31, 2000 consisted primarily of $1,725,000 in
cash and aggregate investments in the fourteen Local Limited Partnerships of
$15,243,000. Liabilities at March 31, 2000 were $673,000 due to limited
partnerships, $2,000 of accrued annual management fees and expenses paid by an
affiliate of the General Partner or due to the General Partner or affiliate.
Results of Operations
Year Ended March 31, 2000 Compared to Year Ended December 31, 1998. The
Partnership's net loss for the year ended March 31, 2000 was $(1,201,000),
reflecting an increase of $286,000 from the net loss experienced for the year
ended December 31, 1998. The increase in net loss is primarily due to equity in
losses from limited partnerships which increased by $136,000 to $(1,146,000) for
the year ended march 31, 2000 from $(1,010,000) for the year ended December 31,
1998. The increase in equity in losses from limited partnerships is due to the
acquisition of certain Local Limited Partnerships in 1998. The losses from these
Local Limited Partnerships were significantly less during 1998 as only a partial
year of operations was allocable to the Partnership. As a result, losses
recognized by the Partnership from these Local Limited Partnerships increased
for the year ended March 31, 2000. In addition, the Partnership experienced a
decrease in interest income of $123,000 resulting from a decrease in cash due to
capital contributions paid to Local Limited Partnerships of $1,619,000. The
Partnership also experienced an increase in operating expenses paid to third
parties of $30,000.
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
The Partnership's net loss for the three months ended March 31, 1999 was
$(249,000), reflecting an increase of $114,000 from the net loss experienced for
the three months ended March 31, 1998. The change is primarily due to an
increase in equity in losses from limited partnerships of $95,000, an increase
in operating expenses of $7,000 offset by a decrease in interest income of
$10,000.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997. The
Partnership's net loss for 1998 was $(915,000), reflecting an increase of
$678,000 from the net loss experienced in 1997. The increase in net loss is
primarily due to an increase in equity in losses from limited partnerships of
$675,000, an increase in operating expenses of $8,000, offset by an increase in
interest income of $5,000.
Cash Flows
Year Ended March 31, 2000 Compared to Year Ended December 31, 1998. Net cash
used during the year ended March 31, 2000 was $(1,736,000), compared to net cash
used for the year ended December 31, 1998 of $(2,089,000). Net cash flows from
operating activities decreased by $420,000 to net cash used in operating
activities of $(122,000) for the year ended March 31, 2000 compared to net cash
provided by operating activities of $298,000 for the year ended December 31,
1998. This decrease was primarily due to an increase in cash paid to the General
Partner for management fees and other accrued fees and costs of $248,000, a
decrease in interest income of $123,000, a decrease in collections of interest
receivable of $77,000 and an increase in cash paid to third parties for
operating expenses of $30,000, offset by receivables collected from affiliates
of $53,000. Net cash flows used in investing activities decreased by $921,000 to
$(1,614,000) for the year ended March 31, 2000 from $(2,535,000) due primarily
to a decrease in capital contributions paid to Local Limited Partnerships of
$1,105,000 and a decrease in cash paid for capitalized acquisition fees and
costs of $38,000, offset by a decrease in receivables collected from affiliates
of $224,000. Net cash provided by financing activities decreased by $147,000 to
$0 for the year ended March 31, 2000 from $147,000 for the year ended December
31, 1998 primarily due to a decrease in notes receivable from investors of
$175,000 offset by a decrease in cash paid for offering costs of $28,000
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
Net decrease in cash during the three months ended March 31, 1999 was
$(357,000), compared to a net decrease in cash for the three months ended March
31, 1998 of $(588,000). The change was due primarily to a decrease in cash used
for investing activities of $301,000, an increase in cash provided by repayments
of loans receivable of $79,000 offset by a decrease in capital contributions of
$150,000.
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<PAGE>
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997.
Net cash used in 1998 was $(2,089,000), compared to net cash provided in 1997 of
$1,990,000. The change was primarily due to a decrease in capital contributions
of $14,214,000, a decrease in cash collected on notes receivable of $12,000.
These decreases in cash collected were offset by a decrease in offering costs of
$1,801,000, a decrease in advances from the General Partner or affiliate of
$267,000, a decrease in cash expended on investing activities of $7,874,000, an
increase in distributions from limited partnerships of $4,000, an increase in
accrued fees and expenses due to the General Partner and affiliate of $41,000, a
decrease in operating costs paid to third parties of $8,000, an increase in
interest income of $6,000, and an increase in interest received of $149,000.
The Partnership expects its future cash flows, together with its net available
assets at March 31, 2000, to be sufficient to meet all currently foreseeable
future cash requirements.
Impact of Year 2000
WNC & Associates, Inc.
Status of Readiness
Information Technology (IT) Systems. The Partnership relies on the IT systems of
WNC, its general partner. IT systems include computer hardware and software used
to produce financial reports and tax return information. This information is
then used to generate reports to investors and regulatory agencies, including
the Internal Revenue Service and the Securities and Exchange Commission. The IT
systems of WNC are year 2000 compliant.
Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems include machinery and equipment such as telephones, voice mail and
electronic postage equipment. The non-IT systems of WNC are year 2000 compliant.
Service Providers. WNC also relies on the IT and non-IT systems of service
providers. Service providers include utility companies, financial institutions,
telecommunications carriers, municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider, financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000 compliant. To date, WNC has not encountered
significant year 2000 issues or business disruptions from its service providers.
Costs to Address Year 2000 Issues
The cost to address year 2000 issues for WNC has been less than $25,000.
Risk of Year 2000 Issues
Although WNC has encountered no significant year 2000 issues to date, the most
reasonable and likely result from non-year 2000 compliance of systems of the
service providers noted above would be the disruption of normal business
operations for WNC. This disruption could, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely be temporary and would likely not have a material effect on the
Partnership or WNC.
Local Limited Partnerships
Status of Readiness
To date, WNC and the Partnership have encountered no significant year 2000
issues with respect to the Local Limited Partnerships.
11
<PAGE>
Costs to Address Year 2000 Issues
There has been and will be no cost to the Partnership as a result of assessing
year 2000 issues for the Local Limited Partnerships. Although no significant
year 2000 issues have been encountered to date, the cost to deal with potential
year 2000 issues of the Local Limited Partnerships cannot be estimated at this
time.
Risk of Year 2000 Issues
Although no significant year 2000 issues have been encountered to date, there
can be no assurance that the Partnership will be unaffected by year 2000 issues.
The most reasonable and likely result from non-year 2000 compliance will be the
disruption of normal business operations for the Local Limited Partnerships,
including but not limited to the possible failure to properly collect rents and
meet their obligations in a timely manner. This disruption would, in turn, lead
to delays by the Local Limited Partnerships in performing reporting and
fiduciary responsibilities on behalf of the Partnership. The worst-case scenario
would include the initiation of foreclosure proceedings on the property by
mortgage debt holders. Under these circumstances, WNC or its affiliates will
take actions necessary to minimize the risk of foreclosure, including the
removal and replacement of a Local General Partner by the Partnership. These
delays would likely be temporary and would likely not have a material effect on
the Partnership or WNC.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
NOT APPLICABLE
Item 8. Financial Statements and Supplementary Data
12
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
WNC Housing Tax Credit Fund V, L.P., Series 4
We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund
V, L.P., Series 4 (a California Limited Partnership) (the "Partnership") as of
March 31, 2000 and 1999, and December 31, 1998, and the related statements of
operations, partners' equity (deficit) and cash flows for the year ended March
31, 2000, the three months ended March 31, 1999, and the year ended December 31,
1998. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. A significant portion of the financial
statements of the limited partnerships in which the Partnership is a limited
partner were audited by other auditors whose reports have been furnished to us.
As discussed in Note 3 to the financial statements, the Partnership accounts for
its investments in limited partnerships using the equity method. The portion of
the Partnership's investment in limited partnerships audited by other auditors
represented 63%, 63% and 60% of the total assets of the Partnership at March 31,
2000 and 1999, and December 31, 1998, respectively. Our opinion, insofar as it
relates to the amounts included in the financial statements for the limited
partnerships which were audited by others, is based solely on the reports of the
other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC Housing Tax Credit Fund V, L.P., Series 4 (a
California Limited Partnership) as of March 31, 2000 and 1999, and December 31,
1998, and the results of its operations and its cash flows for the year ended
March 31, 2000, three months ended March 31, 1999 and the year ended December
31, 1998, in conformity with generally accepted accounting principles.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
June 26, 2000
13
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners
WNC Housing Tax Credit Fund V, L.P., Series 4
We have audited the accompanying statement of operations, partners' equity
(deficit) and cash flows of WNC Housing Tax Credit Fund V, L.P., Series 4 (a
California Limited Partnership) (the "Partnership") for the year ended December
31, 1997. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. We did not audit the financial statements of the
limited partnerships in which WNC Housing Tax Credit Fund V, L.P., Series 4 is a
limited partner. These investments, as discussed in Note 3 to the financial
statements, are accounted for by the equity method. The investment in these
limited partnerships represented 69% of the total assets of WNC Housing Tax
Credit Fund V, L.P., Series 4 at December 31, 1997. A substantial portion of the
financial statements of the limited partnerships were audited by other auditors
whose reports have been furnished to us, and our opinion, insofar as it relates
to the amounts included for these limited partnerships, is based solely on the
reports of the other auditors.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit and the reports of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audit and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the results of operations and cash flows of WNC Housing Tax Credit Fund V, L.P.,
Series 4 (a California Limited Partnership) for the year ended December 31, 1997
in conformity with generally accepted accounting principles.
/s/ CORBIN & WERTZ
CORBIN & WERTZ
Irvine, California
September 17, 1998
14
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31 December 31
------------------------------ ----------------
2000 1999 1998
-------------- ------------- ----------------
ASSETS
<S> <C> <C> <C>
Cash and cash equivalents $ 1,725,133 $ 3,460,935 $ 3,817,546
Loans receivable (Note 2) 12,080 12,080 91,000
Due from affiliates (Note 4) - 52,835 52,835
Investments in limited partnerships (Note 3) 15,243,007 15,345,027 15,573,510
Other assets 574 500 500
-------------- ------------- ----------------
$ 16,980,794 $ 18,871,377 $ 19,535,391
============== ============= ================
LIABILITIES AND PARTNERS' EQUITY
(DEFICIT)
Liabilities:
Payables to limited partnerships (Note 5) $ 672,640 $ 1,182,870 $ 1,657,666
Accrued fees and expenses due to General
Partner and affiliates (Note 4) 1,936 181,131 121,498
-------------- ------------- ----------------
Total liabilities 674,576 1,364,001 1,779,164
-------------- ------------- ----------------
Commitments and contingencies
Partners' equity (deficit)
General partner (55,998) (43,986) (41,497)
Limited partners (25,000 units authorized,
22,000 units issued and outstanding) 16,362,216 17,551,362 17,797,724
-------------- ------------- ----------------
Total partners' equity 16,306,218 17,507,376 17,756,227
-------------- ------------- ----------------
$ 16,980,794 $ 18,871,377 $ 19,535,391
============== ============= ================
</TABLE>
See accompanying notes to financial statements
15
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For The Three
For The Year Months Ended For The Years Ended
Ended March 31 March 31 December 31
-------------- ----------------- ----------------------------
2000 1999 1998 1997
-------------- ----------------- ------------- ------------
<S> <C> <C> <C> <C>
Interest income $ 108,385 $ 39,963 $ 231,113 $ 225,609
Other income 6,100 - - -
-------------- ----------------- ------------- ------------
Total income 114,485 39,963 231,113 225,609
-------------- ----------------- ------------- ------------
Operating expenses:
Amortization (Note 3) 59,566 14,892 56,694 42,034
Asset management fees (Note 4) 60,500 15,125 59,351 57,976
Other 49,307 9,360 19,788 28,230
-------------- ----------------- ------------- ------------
Total operating expenses 169,373 39,377 135,833 128,240
-------------- ----------------- ------------- ------------
Income (loss) from operations (54,888) 586 95,280 97,369
Equity in income losses of
limited partnerships (Note 3) (1,146,270) (249,437) (1,010,334) (334,756)
-------------- ----------------- ------------- ------------
Net loss $ (1,201,158) $ (248,851) $ (915,054) $ (237,387)
============== ================= ============= ============
Net loss allocated to:
General partner $ (12,012) $ (2,489) $ (9,151) $ (2,374)
============== ================= ============= ============
Limited partners $ (1,189,146) $ (246,362) $ (905,903) $ (235,013)
============== ================= ============= ============
Net loss per limited
partnership unit $ (54.05) $ (11.20) $ (41.18) $ (13.01)
============== ================= ============= ============
Outstanding weighted limited
partner units 22,000 22,000 22,000 18,063
============== ================= ============= ============
</TABLE>
See accompanying notes to financial statements
16
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
-------------- --------------- ---------------
<S> <C> <C> <C>
Partners' equity (deficit) at January 1, 1997 $ (11,401) $ 7,062,107 $ 7,050,706
Sale of limited partnership units, net of discount
of $58,975 - 13,528,025 13,528,025
Offering expenses (18,294) (1,811,094) (1,829,388)
Sale of limited partnership units issued for
promissory notes receivable - (175,000) (175,000)
Collection on notes receivable - 187,000 187,000
Net loss (2,374) (235,013) (237,387)
-------------- --------------- ---------------
Partners' equity (deficit) at December 31, 1997 (32,069) 18,556,025 18,523,956
Offering expenses (277) (27,398) (27,675)
Collection on notes receivable - 175,000 175,000
Net loss (9,151) (905,903) (915,054)
-------------- --------------- ---------------
Partners' equity (deficit), December 31, 1998 (41,497) 17,797,724 17,756,227
Net loss (2,489) (246,362) (248,851)
-------------- --------------- ---------------
Partners' equity (deficit) at March 31, 1999 (43,986) 17,551,362 17,507,376
Net loss (12,012) (1,189,146) (1,201,158)
-------------- --------------- ---------------
Partners' equity (deficit) at March 31, 2000 $ (55,998) $ 16,362,216 $ 16,306,218
============== =============== ===============
</TABLE>
See accompanying notes to financial statements
17
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For The Three
For The Year Months Ended For The Years Ended
Ended March 31 March 31 December 31
-------------- ------------- ----------------------------
2000 1999 1998 1997
-------------- ------------- ----------------------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (1,201,158) $ (248,851) $ (915,054) $ (237,387)
Adjustments to reconcile net
loss to net cash provided by (used in)
operating activities:
Amortization 59,566 14,892 56,694 42,034
Equity in losses from limited
partnerships 1,146,270 249,437 1,010,334 334,756
Change in due from affiliates 52,835 - - -
Change in accrued fees and
expenses due to General
Partner and affiliate (179,195) 59,633 69,295 27,976
Change in interest receivable - - 76,622 (72,147)
Change in other assets (74) - - (500)
------------- ------------- ------------ ------------
Net cash provided by (used in) operating
activities (121,756) 75,111 297,891 94,732
------------- ------------- ------------ ------------
Cash flows from investing activities:
Investments in limited
partnerships, net (1,618,687) (455,608) (2,934,293) (8,910,195)
Due from affiliates - - 223,940 (276,775)
Distributions from limited
partnerships 4,641 3,744 3,744 -
Loans receivable - 78,920 210,226 (174,845)
Capitalized acquisition cost and
fees - (58,778) (38,265) (1,047,315)
------------- ------------- ------------ ------------
Net cash used in investing
activities (1,614,046) (431,722) (2,534,648) (10,409,130)
------------- ------------- ------------ ------------
Cash flows from financing activities:
Capital contributions from
partners - - - 14,214,275
Offering costs - - (27,675) (1,829,388)
Collection on notes receivable - - 175,000 187,000
Advances from General Partner
and affiliate - - - (267,169)
------------- ------------- ------------ ------------
Net cash provided by financing
activities - - 147,325 12,304,718
------------- ------------- ------------ ------------
</TABLE>
Continued
18
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS - CONTINUED
<TABLE>
<CAPTION>
For The Three
For The Year Months Ended For The Years Ended
Ended March 31 March 31 December 31
-------------- ------------- ----------------------------
2000 1999 1998 1997
-------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Net increase (decrease) in cash
and cash equivalents (1,735,802) (356,611) (2,089,432) 1,990,320
Cash and cash equivalents,
beginning of period 3,460,935 3,817,546 5,906,978 3,916,658
------------- ------------ ------------ ------------
Cash and cash equivalents, end
of period $ 1,725,133 $ 3,460,935 $ 3,817,546 $ 5,906,978
============= ============= ============ ============
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid $ 800 $ - $ 800 $ 800
============= ============= ============ ============
</TABLE>
See accompanying notes to financial statements
19
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 shall continue in full force and effect until December 31, 2050,
unless terminated prior to that date, pursuant to the partnership agreement or
law.
The financial statements include only activity relating to the business of the
Partnership, and do not give effect to any assets that the partners may have
outside of their interests in the Partnership, or to any obligations, including
income taxes, of the partners.
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 4) 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.
Change in Reporting Year End
In 1999, the Partnership has elected to change its year end for financial
reporting purposes from December 31 to March 31. All financial information
reflected in the financial statements and related footnotes has been adjusted
for this change in year end except for the combined condensed financial
information relating to the Local Limited Partnerships included in Note 3.
20
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
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 in 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 3).
Losses from limited partnerships for the years ended December 31, 1998 and 1997
have been recorded by the Partnership based on reported results provided by the
Local Limited Partnerships. Losses from limited partnerships for the three
months ended March 31, 1999 have been estimated by the management of the
Partnership. Losses from Local Limited Partnerships for the year ended March 31,
2000 have been recorded by the Partnership based on nine months of reported
results provided by the Local Limited Partnerships and on three months of
results estimated by management of the Partnership. Losses from Local Limited
Partnerships allocated to the Partnership are not recognized to the extent that
the investment balance would be adjusted below zero.
21
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Offering Expenses
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred in connection with selling
limited partnership interests in the Partnership. The General Partner is
obligated to pay all offering and organization costs in excess of 14.5%
(including sales commissions) of the total offering proceeds. Offering expenses
are reflected as a reduction of limited partners' capital and amounted to
$2,960,328 at the end of all periods presented.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could materially differ from those estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with remaining
maturities of three months or less when purchased to be cash equivalents. As of
March 31, 2000 and 1999, and December 31, 1998, the Partnership had no cash
equivalents.
Concentration of Credit Risk
At March 31, 2000, the Partnership maintained cash balances at a certain
financial institution in excess of the federally insured maximum.
Net Loss Per Limited Partnership 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 loss 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.
NOTE 2 - LOANS RECEIVABLE
Loans receivable represent amounts loaned by the Partnership to certain Local
Limited Partnerships in which the Partnership may invest. These loans are
generally applied against the first capital contribution due if the Partnership
ultimately invests in such entities. In the event that the Partnership does not
invest in such entities, the loans are to be repaid with interest at a rate
which is equal to the rate charged to the holder. A loan receivable with a
balance of $91,000 at December 31, 1998, was collectible from one Local Limited
Partnership and has been partially repaid to the Partnership as of March 31,
2000 and 1999.
22
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
As of the periods presented, 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 March 31, 2000
construction or rehabilitation of one of the Housing Complexes was still in
process. The respective general partners of the Local Limited Partnerships
manage the day-to-day operations of the entities. Significant Local Limited
Partnership business decisions require approval from the Partnership. The
Partnership, as a limited partner, is generally entitled to approximately 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.
The Partnership's investments in limited partnerships as reflected in the
balance sheets at March 31, 2000 and 1999 are approximately $2,143,000 and
$2,611,000, respectively, greater than the Partnership's equity at the preceding
December 31 as shown in the Local Limited Partnerships' combined financial
statements presented below. This difference is primarily due to acquisition,
selection, and other costs related to the acquisition of the investments which
have been capitalized in the Partnership's investment account and to capital
contributions payable to the limited partnerships which were netted against
partner capital in the Local Limited Partnerships' financial statements (see
Note 5). The Partnership's investment is also lower than the Partnership's
equity as shown in the Local Limited Partnership's combined financial statements
due to the estimated losses recorded by the Partnership for the three month
period ended March 31.
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.
Distributions received by limited partners are accounted for as a reduction of
the investment balance. Distributions received after the investment has reached
zero are recognized as income. As of March 31, 2000, no investment accounts in
Local Limited Partnerships had reached a zero balance.
The following is a summary of the equity method activity of the investments in
limited partnerships for the periods presented:
<TABLE>
<CAPTION>
For The Three
For The Year Months Ended For The Years Ended
Ended March 31 March 31 December 31
-------------- --------------- -------------------------------
2000 1999 1998 1997
-------------- --------------- -------------- --------------
<S> <C> <C> <C> <C>
Investments per balance sheet, beginning of period $ 15,345,027 $ 15,573,510 $ 14,894,897 $ 6,700,570
Capital contributions paid, net 766,262 (19,187) 1,277,728 6,194,337
Capital contributions payable 342,195 - 433,392 1,329,465
Capitalized acquisition fees and costs - 58,777 38,265 1,047,315
Distributions received (4,641) (3,744) (3,744) -
Equity in losses of limited partnerships (1,146,270) (249,437) (1,010,334) (334,756)
Amortization of paid acquisition fees and costs (59,566) (14,892) (56,694) (42,034)
-------------- --------------- -------------- --------------
Investments in limited partnerships, end of period $ 15,243,007 $ 15,345,027 $ 15,573,510 $ 14,894,897
============== =============== ============== ==============
</TABLE>
23
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
The financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest subsidies are generally netted in
interest expense. Approximate combined condensed financial information from the
individual financial statements of the individual financial statements of the
Local Limited Partnerships as of December 31 and for the years then ended is as
follows:
COMBINED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
1999 1998
--------------- ---------------
ASSETS
<S> <C> <C>
Buildings and improvements, net of accumulated
depreciation for 1999 and 1998 of $2,366,000 and
$1,292,000, respectively $ 33,780,000 $ 30,282,000
Land 2,465,000 2,344,000
Construction in progress 794,000 1,244,000
Due from related parties - 322,000
Other assets 2,902,000 2,966,000
--------------- ---------------
$ 39,941,000 $ 37,158,000
=============== ===============
LIABILITIES
Mortgage and construction loans payable $ 20,210,000 $ 18,217,000
Due to related parties 2,456,000 2,765,000
Other liabilities 1,038,000 540,000
--------------- ---------------
23,704,000 21,522,000
--------------- ---------------
PARTNERS' CAPITAL
WNC Housing Tax Credit Fund V, L.P., Series 4 13,100,000 12,734,000
WNC Housing Tax Credit Fund V, L.P., Series 3 2,351,000 2,391,000
Other partners 786,000 511,000
--------------- ---------------
16,237,000 15,636,000
--------------- ---------------
$ 39,941,000 $ 37,158,000
=============== ===============
</TABLE>
24
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Revenues $ 2,716,000 $ 2,333,000 $ 944,000
--------------- --------------- ---------------
Expenses:
Operating expenses 1,754,000 1,821,000 667,000
Interest expense 988,000 808,000 333,000
Depreciation and amortization 1,160,000 924,000 347,000
--------------- --------------- ---------------
Total expenses 3,902,000 3,553,000 1,347,000
--------------- --------------- ---------------
Net (loss) $ (1,186,000) $ (1,220,000) $ (403,000)
=============== =============== ===============
Net (loss) allocable to the Partnership $ (1,137,000) $ (1,010,000) $ (335,000)
=============== =============== ===============
Net (loss) recorded by the Partnership $ (1,146,000) $ (1,010,000) $ (335,000)
=============== =============== ===============
</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 4 - RELATED PARTY TRANSACTIONS
As of March 31, 2000 and 1999, and December 31, 1998, due from affiliates
consisted of an overpayment of commissions totaling $0, $52,835 and $52,835,
respectively.
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:
Acquisition fees of up to 7.5% of the gross proceeds from the sale of
Units as compensation for services rendered in connection with the
acquisition of Local Limited Partnerships. As of March 31, 2000 and
1999, and December 31, 1998, the Partnership incurred acquisition fees
of $1,630,375, 1,630,375 and $1,571,597, respectively. Accumulated
amortization of these capitalized costs was $161,917, $107,571 and
$93,984 for March 31, 2000 and 1999, and December 31, 1998,
respectively.
Reimbursement of costs incurred by the General Partner in connection
with the acquisition of Local Limited Partnerships. These
reimbursements have not exceeded 1% of the gross proceeds. As of the
end of all periods presented, the Partnership incurred acquisition
costs of $156,589, which have been included in investments in limited
partnerships. Accumulated amortization was $14,120, $8,900 and $7,595
as of March 31, 2000 and 1999, and December 31, 1998, respectively.
25
<PAGE>
WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
For The Year Ended March 31, 2000,
For The Three Months Ended March 31, 1999 and
For The Years Ended December 31, 1998 and 1997
NOTE 4 - RELATED PARTY TRANSACTIONS, continued
An annual asset management fee equal to the greater amount of (i)
$2,000 for each housing complex, or (ii) 0.275% of the gross proceeds.
In either case, the fee will be decreased or increased annually based
on changes in the Consumer Price Index. However, in no event will the
maximum amount exceed 0.2% of the invested assets (defined as the
Partnership's capital contributions plus reserves of the Partnership of
up to 5% of gross proceeds plus its allocable percentage of the
mortgage debt encumbering the housing complexes) of the Local Limited
Partnerships. Management fees of $60,500 and $15,125 were incurred for
the year ended March 31, 2000 and the three months ended March 31,
1999, and fees of $59,351 and $57,976 were incurred for the years ended
December 31, 1998 and 1997, respectively, of which $176,880 and $7,775
were paid during the year ended March 31, 2000 and the three months
ended March 31, 1999, respectively and $0 and $30,000 were paid during
the years ended December 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 preferred return of 14% through December
31, 2006 and 6% thereafter (as defined in the Partnership Agreement)
and is payable only if the General Partner or its affiliates render
services in the sales effort.
The accrued fees and expenses due to General Partner and affiliates consist of
the following at December 31:
<TABLE>
<CAPTION>
March 31 December 31
--------------------------------- --------------
2000 1999 1998
-------------- --------------- --------------
<S> <C> <C> <C>
Asset management fee payable $ 1,436 $ 117,816 $ 110,466
Acquisition fee payable - 58,778 -
Advances from WNC 500 4,537 11,032
-------------- --------------- --------------
Total $ 1,936 $ 181,131 $ 121,498
============== =============== ==============
</TABLE>
NOTE 5 - 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 6 - INCOME TAXES
No provision for income taxes has been recorded in the accompanying financial
statements as any liability for income taxes is the obligation of the partners
of the Partnership.
26
<PAGE>
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
NOT APPLICABLE
PART III.
Item 10. Directors and Executive Officers of the Registrant
The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.
Directors and Executive Officers of WNC & Associates, Inc.
The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who serves
as Chairman of the Board, John B. Lester, Jr., David N. Shafer, Wilfred N.
Cooper, Jr. and Kay L. Cooper. The principal shareholders of WNC & Associates,
Inc. are trusts established by Wilfred N. Cooper, Sr. and John B. Lester, Jr.
Wilfred N. Cooper, Sr., age 69, is the founder, Chairman, Chief Executive
Officer and a Director of WNC & Associates, Inc., a Director of WNC Capital
Corporation, and a general partner in some of the programs previously sponsored
by the Sponsor. Mr. Cooper has been involved in real estate investment and
acquisition activities since 1968. Previously, during 1970 and 1971, he was
founder and principal of Creative Equity Development Corporation, a predecessor
of WNC & Associates, Inc., and of Creative Equity Corporation, a real estate
investment firm. For 12 years prior to that, Mr. Cooper was employed by Rockwell
International Corporation, last serving as its manager of housing and urban
developments where he had responsibility for factory-built housing evaluation
and project management in urban planning and development. Mr. Cooper is a
Director of the National Association of Home Builders (NAHB) and a National
Trustee for NAHB's Political Action Committee, a Director of the National
Housing Conference (NHC) and a member of NHC's Executive Committee and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.
John B. Lester, Jr., age 66, is Vice-Chairman, a Director, a member of the
Acquisition Committee of WNC & Associates, Inc., and a Director of WNC Capital
Corporation. Mr. Lester has 27 years of experience in engineering and
construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates, Inc., a provider
of engineering and construction services to the oil refinery and petrochemical
industries, which he co-founded in 1973. Mr. Lester graduated from the
University of Southern California in 1956 with a Bachelor of Science degree in
Mechanical Engineering.
Wilfred N. Cooper, Jr., age 37, is President, Chief Operating Officer, a
Director and a member of the Acquisition Committee of WNC & Associates, Inc. He
is President of, and a registered principal with, WNC Capital Corporation, a
member firm of the NASD, and is a Director of WNC Management, Inc. He has been
involved in investment and acquisition activities with respect to real estate
since he joined the Sponsor in 1988. Prior to this, he served as Government
Affairs Assistant with Honda North America in Washington, D.C. Mr. Cooper is a
member of the Advisory Board for LIHC Monthly Report, a Director of NMHC and an
Alternate Director of NAHB. He graduated from The American University in 1985
with a Bachelor of Arts degree.
David N. Shafer, age 48, is Executive Vice President, a Director, General
Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc.,
and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been
involved in real estate investment and acquisition activities since 1984. Prior
to joining the Sponsor in 1990, he was practicing law with a specialty in real
estate and taxation. Mr. Shafer is a Director and President of the California
Council of Affordable Housing and a member of the State Bar of California. Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts degree, from the New England School of Law in 1983 with a
Juris Doctor degree (cum laude) and from the University of San Diego in 1986
with a Master of Law degree in Taxation.
27
<PAGE>
Michael L. Dickenson, age 43, is Vice President and Chief Financial Officer, and
a member of the Acquisition Committee of WNC & Associates, Inc., and Chief
Financial Officer of WNC Management, Inc. He has been involved with acquisition
and investment activities with respect to real estate since 1985. Prior to
joining the Sponsor in March 1999, he was the Director of Financial Services at
TrizecHahn Centers Inc., a developer and operator of commercial real estate,
from 1995 to 1999, a Senior Manager with E&Y Kenneth Leventhal Real Estate
Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of Finance with
Great Southwest Companies, a commercial and residential real estate developer,
from 1985 to 1988. Mr. Dickenson is a member of the Financial Accounting
Standards Committee for the National Association of Real Estate Companies and
the American Institute of Certified Public Accountants, and a Director of
HomeAid Southern California, a charitable organization affiliated with the
building industry. He graduated from Texas Tech University in 1978 with a
Bachelor of Business Administration - Accounting degree, and is a Certified
Public Accountant in California and Texas.
Thomas J. Riha, age 45, is Vice President - Asset Management and a member of the
Acquisition Committee of WNC & Associates, Inc. and a Director and Chief
Executive Officer of WNC Management, Inc. Mr. Riha has been involved in
acquisition and investment activities with respect to real estate since 1979.
Prior to joining the Sponsor in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and management company, last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton in 1977 with a Bachelor of Arts degree (cum laude) in Business
Administration with a concentration in Accounting and is a Certified Public
Accountant and a member of the American Institute of Certified Public
Accountants.
Sy P. Garban, age 54, is Vice President - Institutional Investments of WNC &
Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has
been involved in real estate investment activities since 1978. Prior to joining
the Sponsor he served as Executive Vice President of MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.
N. Paul Buckland, age 37, is Vice President - Acquisitions and a member of the
Acquisition Committee of WNC & Associates, Inc. He has been involved in real
estate acquisitions and investments since 1986 and has been employed with WNC &
Associates, Inc. since 1994. Prior to that, he served on the development team of
the Bixby Ranch that constructed apartment units and Class A office space in
California and neighboring states, and as a land acquisition coordinator with
Lincoln Property Company where he identified and analyzed multi-family
developments. Mr. Buckland graduated from California State University, Fullerton
in 1992 with a Bachelor of Science degree in Business Finance.
David Turek, age 45, is Vice President - Originations of WNC & Associates, Inc.
He has been involved with real estate investment and finance activities since
1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995 to
1996, Mr. Turek served as a consultant for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties. From 1990 to 1995, he was involved in the development of
conventional and tax credit multi-family housing. He is a Director with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.
Kay L. Cooper, age 63, is a Director of WNC & Associates, Inc. Mrs. Cooper was
the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., the mother of Wilfred N. Cooper, Jr. and the sister of John B.
Lester, Jr. Ms. Cooper graduated from the University of Southern California in
1958 with a Bachelor of Science degree.
Item 11. Executive Compensation
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or Associates for the following fees:
(a) Acquisition Fees. Acquisition fees in an amount equal to 7.5% of the
gross proceeds of the Partnership's Offering ("Gross Proceeds")
allocable to each of the Local Limited Partnerships. As of March 31,
2000 and 1999, and December 31, 1998, the aggregate amount of
acquisition fees paid or accrued was approximately $1,630,000,
$1,630,000 and $1,572,000, respectively.
28
<PAGE>
(b) Annual Asset Management Fee. An annual asset management fee of the
greater of (i) $2,000 per multi-family housing complex or (ii) 0.275%
of Gross Proceeds. The base fee amount will be adjusted annually based
on changes in the Consumer Price Index, however in no event will the
annual asset management fee exceed 0.2% of Invested Assets. "Invested
Assets" means the sum of the Partnership's Investment in Local Limited
Partnerships and the Partnership's allocable share of the amount of
indebtedness related to the Housing Complexes. Asset management fees of
$60,500, $15,125 and $59,351 were incurred for the year ended March 31,
2000, the three months ended March 31, 1999, and the year ended
December 31, 1998, of which, $176,880 and $7,775 were paid during the
year ended March 31, 2000 and the three months ended March 31, 1999,
respectively, and none were paid in 1998.
(d) Subordinated Disposition Fee. A subordinated disposition fee in an
amount equal to 1% of the sale price received in connection with the
sale or disposition of a Housing Complex or Local Limited Partnership
Interest. Subordinated disposition fees will be subordinated to the
prior return of the Limited Partners' capital contributions and payment
of the Return on Investment to the Limited Partners. "Return on
Investment" means an annual, cumulative but not compounded, "return" to
the Limited Partners (including Low Income Housing Credits) as a class
on their adjusted capital contributions commencing for each Limited
Partner on the last day of the calendar quarter during which the
Limited Partner's capital contribution is received by the Partnership,
calculated at the following rates: (i) 14% through December 31, 2006,
and (ii) 6% for the balance of the Partnerships term. No disposition
fees have been paid.
(e) Acquisition Expense. Acquisition expenses are reimbursed to the General
Partner for expenses associated with the acquisition of Local Limited
Partnerships. The reimbursements will not exceed 1% of the "Gross
Proceeds". As of March 31, 2000 and 1999, and December 31, 1998 the
Partnership incurred acquisition expense reimbursements of $156,589.
(f) Interest in Partnership. The General Partner will receive 1% of the Low
Income Housing Credits. The General Partner was allocated Low Income
Housing Credits of $23,177 and $17,771 for the years ended December 31,
1999 and 1998. The General Partners are also entitled to receive 1% of
cash distributions. There were no distributions of cash to the General
Partner during the year ended March 31, 2000, the three months ended
March 31, 1999 or the year ended December 31, 1998.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
No person is known to own beneficially in excess of 5% of the
outstanding Units.
(b) Security Ownership of Management
Neither the General Partner, its affiliates, nor any of the officers or
directors of the General Partner or its affiliates own directly or
beneficially any Units in the Partnership.
29
<PAGE>
(c) Changes in Control
The management and control of the General Partner may be changed at any
time in accordance with its organizational documents, without the
consent or approval of the Limited Partners. In addition, the
Partnership Agreement provides for the admission of one or more
additional and successor General Partners in certain circumstances.
First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may
designate one or more persons to be successor or additional General
Partners. In addition, any General Partner may, without the consent of
any other General Partner or the Limited Partners, (i) substitute in
its stead as General Partner any entity which has, by merger,
consolidation or otherwise, acquired substantially all of its assets,
stock or other evidence of equity interest and continued its business,
or (ii) cause to be admitted to the Partnership an additional General
Partner or Partners if it deems such admission to be necessary or
desirable so that the Partnership will be classified a partnership for
Federal income tax purposes. Finally, a majority-in-interest of the
Limited Partners may at any time remove the General Partner of the
Partnership and elect a successor General Partner.
Item 13. Certain Relationships and Related Transactions
The General Partner manages all of the Partnership's affairs. The transactions
with the General Partner are primarily in the form of fees paid by the
Partnership for services rendered to the Partnership and the General Partner's
interest in the Partnership, as discussed in Item 11 and in the notes to the
Partnership's financial statements.
30
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements
(a)(1) Financial statements included in Part II hereof:
Report of Independent Certified Public Accountants
Independent Auditors' Report
Balance Sheets, March 31, 2000 and 1999, and December 31, 1998
Statements of Operations for the year ended March 31, 2000, the three
months ended March 31, 1999, and for the years ended December 31, 1998
and 1997
Statements of Partners' Equity (Deficit) for the year ended March 31,
2000, the three months ended March 31, 1999, and for the years ended
December 31, 1998 and 1997
Statements of Cash Flows for the year ended March 31, 2000, the three
months ended March 31, 1999, and for the years ended December 31, 1998
and 1997
Notes to Financial Statements
(a)(2) Financial statement schedules included in Part IV hereof:
Report of Independent Certified Public Accountants on Financial
Statement Schedules
Schedule III - Real Estate Owned by Local Limited Partnerships
(b) Reports on Form 8-K.
1. A Form 8-K dated May 13, 1999 was filed on May 14, 1999 reporting
the Partnership's change in fiscal year end to March 31. No financial
statements were included.
(c) Exhibits.
3.1 Articles of incorporation and by-laws: The registrant is not incorpora-
ted. The Partnership Agreement is included as Exhibit 2.1 to the
Form 8-A12G dated May 5, 1996.
3.2 First Amendment to Agreement of Limited Partnership included as Exhibit
2.2 to the Form 8-A12G dated May 5, 1996.
10.1 Amended and Restated Agreement of Limited Partnership of Blessed Rock
of El Monte filed as exhibit 10.1 to Form 8-K Current Report dated
September 19, 1996 is herein incorporated by reference as exhibit 10.1.
10.2 Agreement of Limited Partnership of Crescent City Apartments filed as
exhibit 10.1 to Form 8-K Current Report dated September 25, 1996 is
herein incorporated by reference as exhibit 10.2.
10.3 Agreement of Limited Partnership of Ashford Place, a Limited Partner-
ship filed as exhibit 10.1 to Form 8-K Current Report dated January 27,
1997 is herein incorporated by reference as exhibit 10.3
10.4 Amended and Restated Agreement of Limited Partnership of Lamar Plaza
Apts., L. P. filed as exhibit 10.2 to Form 8-K Current Report dated
January 27, 1997 is herein incorporated by reference as exhibit 10.4.
10.5 Amended and Restated Agreement of Limited Partnership of Woodland,
Ltd. filed as exhibit 10.3 to Form 8-K Current Report dated January 27,
1997 is herein incorporated by reference as exhibit 10.5.
31
<PAGE>
10.6 Amended and estated Agreement of Limited Partnership of Mesa Verde
Apartments Limited Partnership filed as exhibit 10.1 to Form 8-K Cur-
rent Report dated March 6, 1997 is herein incorporated by reference as
exhibit 10.6.
10.7 Amended and Restated Agreement of Limited Partnership of Hilltop
Apartments, Ltd. filed as exhibit 10.1 to Form 8-K Current Report
dated April 27, 1997 is herein incorporated by reference as exhibit
10.7.
10.8 Amended and Restated Agreement of Limited Partnership of Mountain Vista
Associates Limited Partnership filed as exhibit 10.1 to Form 8-K
Current Report dated May 27, 1997 is herein incorporated by reference
as exhibit 10.8.
10.9 Amended and Restated Agreement of Limited Partnership of Belen Vista
Associates Limited Partnership filed as exhibit 10.1 to Form 8-K Cur-
rent Report dated May 5, 1997 is here in incorporated by reference as
exhibit 10.9.
10.10 Amended and Restated Agreement of Limited Partnership of Greyhound
Associates I, Limited Partnership filed as exhibit 10.1 to Form 8-K
Current Report dated May 20, 1997 is herein incorporated by reference
as exhibit 10.10.
(d) Financial statement schedules follow, as set forth in subsection (a)(2)
hereof.
32
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Partners
WNC Housing Tax Credit Fund V, L.P., Series 4
The audits referred to in our report dated June 26, 2000 relating to the 2000,
1999 and 1998 financial statements of WNC Housing Tax Credit Fund V, L.P.,
Series 4 (the "Partnership"), which are contained in Item 8 of this Form 10-K,
included the audit of the accompanying financial statement schedules. The
financial statement schedules are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statement schedules based upon our audits.
In our opinion, such financial statement schedules present fairly, in all
material respects, the financial information set forth therein.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
June 26, 2000
33
<PAGE>
WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
------------------------------ --------------------------------------------------
As of March 31, 2000 As of December 31, 1999
------------------------------ --------------------------------------------------
Partnership's Encumbrances
Total Investment Amount of of Local Net
in Local Limited Investment Limited Property and Accumulated Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
------------------------------------------------------------------------------- ------------- -----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ashford Place, a Limited Shawnee,
Partnership Oklahoma $ 2,317,000 $ 2,317,000 $ 2,435,000 $ 5,065,000 $ 346,000 $ 4,719,000
Belen Vista Associates, Limited Belen,
Partnership New Mexico 416,000 416,000 1,539,000 1,790,000 188,000 1,602,000
Blessed Rock of El Monte El Monte,
California 2,511,000 2,511,000 3,784,000 9,291,000 489,000 8,802,000
Bolivar Plaza Apartments Bolivar,
Missouri 1,181,000 839,000 - 913,000 - 913,000
Cleveland Apartments L.P. Coffeyville,
Kansas 516,000 422,000 1,541,000 1,643,000 58,000 1,585,000
Cresent City Apartments Cresent City,
California 1,166,000 1,133,000 1,960,000 3,115,000 383,000 2,732,000
D. Hilltop Apartments Ltd. Prairie View,
Texas 102,000 102,000 468,000 583,000 40,000 545,000
Greyhound Associates I, L.P. Windsor,
Missouri 642,000 642,000 620,000 1,362,000 68,000 1,294,000
Lamar Plaza Apts., L.P. Lamar,
Missouri 738,000 738,000 846,000 1,697,000 97,000 1,600,000
Mesa Verde Apartments Limited Roswell,
Partnership New Mexico 3,941,000 3,846,000 2,410,000 6,289,000 369,000 5,920,000
</TABLE>
34
<PAGE>
WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
------------------------------ --------------------------------------------------
As of March 31, 2000 As of December 31, 1999
------------------------------ --------------------------------------------------
Partnership's Encumbrances
Total Investment Amount of of Local Net
in Local Limited Investment Limited Property and Accumulated Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
------------------------------------------------------------------------------- ------------- -----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mountain Vista Associates Limited Los Alamos,
Partnership New Mexico 315,000 315,000 1,440,000 1,606,000 141,000 1,465,000
North Central Limited Partnership New York,
New York 748,000 720,000 1,300,000 2,389,000 10,000 2,379,000
Woodland, Ltd. Marion,
Alabama 1,288,000 1,288,000 1,294,000 2,533,000 160,000 2,373,000
Wynwood Place, Limited Partnership Raleigh,
North Carolina 534,000 454,000 682,000 1,127,000 17,000 1,110,000
---------- ---------- ---------- ---------- --------- ----------
$ 16,415,000 $ 15,743,000 $ 20,210,000 $ 39,405,000 $ 2,366,000 $ 37,039,000
========== ========== ========== ========== ========= ==========
</TABLE>
35
<PAGE>
WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
------------------------------------------------------------------
For the year ended December 31, 1999
------------------------------------------------------------------
Year
Investment Estimated Useful
Partnership Name Rental Income Net Loss Acquired Status Life (Years)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ashford Place, a Limited
Partnership $ 353,000 $ (276,000) 1996 Completed 40
Belen Vista Associates,
Limited Partnership 329,000 (25,000) 1997 Completed 27.5
Blessed Rock of El Monte 660,000 (80,000) 1996 Completed 40
Under
Bolivar Plaza Apartments - 8,000 2000 2001 Construction
Cleveland Apartments L.P. 71,000 (207,000) 1998 Completed 27.5
Cresent City Apartments 152,000 (149,000) 1996 Completed 27.5
D. Hilltop Apartments Ltd. 74,000 (21,000) 1997 Completed 30
Greyhound Associates I,
L.P. 74,000 (27,000) 1997 Completed 40
Lamar Plaza Apts., L.P. 80,000 (10,000) 1997 Completed 40
Mesa Verde Apartments
Limited Partnership 400,000 (273,000) 1997 Completed 40
Mountain Vista Associates
Limited Partnership 223,000 (11,000) 1997 Completed 27.5
North Central Limited
Partnership 11,000 (18,000) 1998 Completed 40
Woodland, Ltd. 80,000 (65,000) 1997 Completed 40
Wynwood Place, Limited
Partnership 62,000 (32,000) 1998 Completed 50
----------- ----------
$ 2,569,000 $ (1,186,000)
=========== ==========
</TABLE>
36
<PAGE>
WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
------------------------------ ----------------------------------------------------
As of March 31, 1999 As of December 31, 1998
------------------------------ ----------------------------------------------------
Partnership's Encumbrances
Total Investment Amount of of Local Net
in Local Limited Investment Limited Property and Accumulated Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ashford Place, a Limited Shawnee,
Partnership Oklahoma $ 2,317,000 $ 2,317,000 $ 2,435,000 $ 5,065,000 $ 127,000 $ 4,938,000
Belen Vista Associates, Limited Belen,
Partnership New Mexico 416,000 416,000 1,539,000 1,771,000 118,000 1,653,000
Blessed Rock of El Monte El Monte,
California 2,511,000 2,511,000 3,841,000 9,289,000 279,000 9,010,000
Cleveland Apartments L.P. Coffeyville,
Kansas 552,000 396,000 654,000 841,000 17,000 824,000
Cresent City Apartments Cresent City,
California 1,192,000 715,000 1,976,000 2,972,000 271,000 2,701,000
D. Hilltop Apartments Ltd. Prairie View,
Texas 102,000 87,000 447,000 583,000 22,000 561,000
Greyhound Associates I, L.P. Windsor,
Missouri 642,000 642,000 633,000 1,362,000 34,000 1,328,000
Lamar Plaza Apts., L.P. Lamar,
Missouri 738,000 716,000 864,000 1,697,000 56,000 1,641,000
Mesa Verde Apartments Limited Roswell,
Partnership New Mexico 3,941,000 3,846,000 2,459,000 6,161,000 185,000 5,976,000
</TABLE>
37
<PAGE>
WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
------------------------------ ----------------------------------------------------
As of March 31, 1999 As of December 31, 1998
------------------------------ ----------------------------------------------------
Partnership's Encumbrances
Total Investment Amount of of Local Net
in Local Limited Investment Limited Property and Accumulated Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mountain Vista Associates Limited Los Alamos,
Partnership New Mexico 315,000 315,000 1,444,000 1,574,000 91,000 1,483,000
North Central Limited Partnership New York,
New York 758,000 500,000 75,000 441,000 - 441,000
Woodland, Ltd. Marion,
Alabama 1,288,000 1,288,000 1,296,000 2,533,000 92,000 2,441,000
Wynwood Place, Limited Partnership Raleigh,
North Carolina 534,000 374,000 554,000 873,000 - 873,000
---------- ---------- ---------- ---------- --------- ----------
$ 15,306,000 $ 14,123,000 $ 18,217,000 $ 35,162,000 $ 1,292,000 $ 33,870,000
========== ========== ========== ========== ========= ==========
</TABLE>
38
<PAGE>
WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
----------------------------------------------------------
For the year ended December 31, 1998
----------------------------------------------------------
Year
Investment
Partnership Name Rental Income Net Loss Acquired Status
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ashford Place, a Limited
Partnership $ 301,000 $ (191,000) 1996 Completed
Belen Vista Associates,
Limited Partnership 326,000 (21,000) 1997 Completed
Blessed Rock of El Monte 656,000 (111,000) 1996 Completed
Cleveland Apartments L.P. 84,000 (219,000) 1998 1999
Cresent City Apartments 148,000 (120,000) 1996 Completed
D. Hilltop Apartments Ltd. 62,000 (4,000) 1997 Completed
Greyhound Associates I,
L.P. 59,000 (21,000) 1997 Completed
Lamar Plaza Apts., L.P. 46,000 (47,000) 1997 Completed
Mesa Verde Apartments
Limited Partnership 227,000 (372,000) 1997 Completed
Mountain Vista Associates
Limited Partnership 227,000 (9,000) 1997 Completed
North Central Limited
Partnership - - 1998 2000
Woodland, Ltd. 85,000 (72,000) 1997 Completed
Wynwood Place, Limited
Partnership - (33,000) 1998 1999
----------- ----------
$ 2,221,000 $ (1,220,000)
=========== ==========
</TABLE>
39
<PAGE>
WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
As of December 31, 1998
-----------------------------------------------------------------------------------
Partnership's Encumbrances
Total Investment Amount of of Local Net
in Local Limited Investment Limited Property and Accumulated Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ashford Place, a Limited Shawnee,
Partnership Oklahoma $ 2,317,000 $ 2,069,000 $ 2,435,000 $ 5,065,000 $ 127,000 $ 4,938,000
Belen Vista Associates, Limited Belen,
Partnership New Mexico 416,000 416,000 1,539,000 1,771,000 118,000 1,653,000
Blessed Rock of El Monte El Monte,
California 2,511,000 2,511,000 3,841,000 9,289,000 279,000 9,010,000
Cleveland Apartments L.P. Coffeyville,
Kansas 552,000 397,000 654,000 841,000 17,000 824,000
Cresent City Apartments Cresent City,
California 1,192,000 715,000 1,976,000 2,972,000 271,000 2,701,000
D. Hilltop Apartments Ltd. Prairie View,
Texas 121,000 72,000 447,000 583,000 22,000 561,000
Greyhound Associates I, L.P. Windsor,
Missouri 642,000 578,000 633,000 1,362,000 34,000 1,328,000
Lamar Plaza Apts., L.P. Lamar,
Missouri 738,000 716,000 864,000 1,697,000 56,000 1,641,000
Mesa Verde Apartments Limited Roswell,
Partnership New Mexico 3,941,000 3,846,000 2,459,000 6,161,000 185,000 5,976,000
</TABLE>
40
<PAGE>
WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
As of December 31, 1998
-----------------------------------------------------------------------------------
Partnership's Encumbrances
Total Investment Amount of of Local Net
in Local Limited Investment Limited Property and Accumulated Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mountain Vista Associates Limited Los Alamos,
Partnership New Mexico 315,000 315,000 1,444,000 1,574,000 91,000 1,483,000
North Central Limited Partnership New York,
New York 758,000 500,000 75,000 441,000 - 441,000
Woodland, Ltd. Marion,
Alabama 1,288,000 1,158,000 1,296,000 2,533,000 92,000 2,441,000
Wynwood Place, Limited Partnership Raleigh,
North Carolina 534,000 374,000 554,000 873,000 - 873,000
---------- ---------- ---------- ---------- --------- ----------
$ 15,325,000 $ 13,667,000 $ 18,217,000 $ 35,162,000 $ 1,292,000 $ 33,870,000
========== ========== ========== ========== ========= ==========
</TABLE>
41
<PAGE>
WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
---------------------------------------------------------
For the year ended December 31, 1998
---------------------------------------------------------
Year
Investment
Partnership Name Rental Income Net Loss Acquired Status
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ashford Place, a Limited
Partnership $ 301,000 $ (191,000) 1996 Completed
Belen Vista Associates,
Limited Partnership 326,000 (21,000) 1997 Completed
Blessed Rock of El Monte 656,000 (111,000) 1996 Completed
Cleveland Apartments L.P. 84,000 (219,000) 1998 1999
Cresent City Apartments 148,000 (120,000) 1996 Completed
D. Hilltop Apartments Ltd. 62,000 (4,000) 1997 Completed
Greyhound Associates I,
L.P. 59,000 (21,000) 1997 Completed
Lamar Plaza Apts., L.P. 46,000 (47,000) 1997 Completed
Mesa Verde Apartments
Limited Partnership 227,000 (372,000) 1997 Completed
Mountain Vista Associates
Limited Partnership 227,000 (9,000) 1997 Completed
North Central Limited
Partnership - - 1998 2000
Woodland, Ltd. 85,000 (72,000) 1997 Completed
Wynwood Place, Limited
Partnership - (33,000) 1998 1999
----------- ----------
$ 2,221,000 $ (1,220,000)
=========== ==========
</TABLE>
42
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) 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
By: /s/ Wilfred N. Cooper, Jr
Wilfred N. Cooper, Jr.
President - Chief Operating Officer of WNC & Associates, Inc.
Date:
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By /s/ Wilfred N. Cooper, Sr.
Wilfred N. Cooper, Sr.
Chairman of the Board of WNC & Associates, Inc.
Date:
By: /s/ John B. Lester, Jr
John B. Lester, Jr.
President of WNC & Associates, Inc.
Date:
By: /s/ Michael L. Dickenson
Michael L. Dickenson
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date:
By: /s/ David N. Shafer
David N. Shafer
Director of WNC & Associates, Inc.
Date:
43
