WNC HOUSING TAX CREDIT FUND V LP SERIES 4
10-Q, 2000-08-21
OPERATORS OF APARTMENT BUILDINGS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                  For the quarterly period ended June 30, 2000

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-21897


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

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

                              California 33-0707612


                         3158 Redhill Avenue, Suite 120

                              Costa Mesa, CA 92626

                                 (714) 662-5565


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No _____

<PAGE>

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

                               INDEX TO FORM 10-Q

                       FOR THE QUARTER ENDED JUNE 30, 2000



PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

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

         Statements of Operations
              For the three months ended June 30, 2000 and 1999 ...............4


         Statement of Partners' Equity
              For the three months ended June 30, 2000.........................5

         Statements of Cash Flows
              For the three months ended June 30, 2000 and 1999................6

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


     Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations..................................12

     Item 3: Quantitative and Qualitative Disclosures Above Market Risks......14


PART II. OTHER INFORMATION

     Item 1. Legal Proceedings................................................14

     Item 6. Exhibits and Reports on Form 8-K.................................14

     Signatures...............................................................15


                                       2
<PAGE>

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

                                 BALANCE SHEETS


<TABLE>
<CAPTION>


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

Cash and cash equivalents                                      $         1,604,700      $        1,725,133
Loans receivable (Note 2)                                                        -                  12,080
Investments in limited
 partnerships (Note 3)                                                  14,944,727              15,243,007
Other assets                                                                   650                     574
                                                                 -------------------      ------------------

                                                               $        16,550,077      $       16,980,794
                                                                 ===================      ==================

                                LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Payables to limited partnerships (Note 5)                      $           516,428      $          672,640
Accrued fees and expenses due to
 General Partner and affiliates (Note 4)                                    16,561                   1,936
                                                                 -------------------      ------------------

                                                                           532,989                 674,576
                                                                 -------------------      ------------------

Partners' equity (deficit):
 General Partner                                                           (58,889)                (55,998)
 Limited Partners (25,000 units
  Authorized, 22,000 units issued
  and outstanding)                                                      16,075,977              16,362,216
                                                                 -------------------      ------------------

Total partners' equity                                                  16,017,088              16,306,218
                                                                 -------------------      ------------------

                                                               $        16,550,077      $       16,980,794
                                                                 ===================      ==================

</TABLE>

                                  See accompanying notes to financial statements

                                                         3
<PAGE>

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

                            STATEMENTS OF OPERATIONS

                For the Three Months Ended June 30, 2000 and 1999
                                   (unaudited)

<TABLE>
<CAPTION>

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

<S>                                                         <C>                   <C>

Interest income                                              $        32,013       $       36,384
                                                               ---------------       ---------------

Operating expenses:
Amortization (Note 3)                                                 14,891               14,892
Asset management fees (Note 4)                                        15,125               15,125
Other                                                                  6,788                8,754
                                                               ---------------       ---------------

Total operating expenses                                              36,804               38,771
                                                               ---------------       ---------------

Loss from operations                                                  (4,791)             (2,387)

Equity in losses of
 limited partnerships (Note 3)                                      (284,339)             (249,437)
                                                               ---------------       ---------------

Net loss                                                     $      (289,130)      $      (251,824)
                                                               ===============       ===============

Net loss allocated to:
  General Partner                                            $        (2,891)      $        (2,518)
                                                               ===============       ===============

  Limited Partners                                           $      (286,239)      $      (249,306)
                                                               ===============       ===============

Net loss per weighted limited
  partnership unit                                           $           (13)      $           (11)
                                                               ===============       ===============
</TABLE>

                 See accompanying notes to financial statements

                                       4


<PAGE>

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

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                    For the Three Months Ended June 30, 2000
                                   (unaudited)

<TABLE>
<CAPTION>


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

Net loss for the three months
  ended June 30, 2000                                  (2,891)            (286,239)              (289,130)
                                                   ------------      ---------------      -----------------

Equity (deficit), June 30, 2000                  $    (58,889)     $    16,075,977      $      16,017,088
                                                   ============      ===============      =================

</TABLE>

                 See accompanying notes to finacial statements

                                       5


<PAGE>

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

                             STATEMENTS OF CASH FLOW

                For the Three Months Ended June 30, 2000 and 1999
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                  2000                  1999
                                                              -------------         --------------
<S>                                                        <C>                   <C>
Cash flows from operating activities:
  Net loss                                                  $    (289,130)        $     (251,824)
    Adjustments to reconcile net loss to net
        cash provided by operating activities:
        Amortization                                               14,891                 14,892
        Equity in losses of limited partnerships                  284,339                249,437
        Change in loans receivable                                 12,080                      -
        Change in other assets                                        (76)                     -
        Change in accrued fees and expenses due to
           General Partner and affiliates                          14,625                 23,079
                                                              -------------         --------------

             Net cash provided by operating activities             36,729                 35,584
                                                              -------------         --------------

Cash flows from investing activities:
  Investments in limited partnerships                            (158,362)              (372,132)
  Distributions from limited partnerships                           1,200                    400
                                                              -------------         --------------

             Net cash used in investing activities               (157,162)              (371,732)
                                                              -------------         --------------

Net decrease in cash and cash equivalents                        (120,433)              (336,148)

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

Cash and cash equivalents, end of period                    $   1,604,700         $    3,124,787
                                                              =============         ==============

</TABLE>


                 See accompanying notes to financial statements

                                       6

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2000
                                   (unaudited)



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

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

Organization

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

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

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

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

                                       7

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000
                                   (unaudited)


NOTE 1 - ORGANIZATION AND 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).

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 the periods presented.

                                       8
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000
                                   (unaudited)



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Use of Estimates

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

Cash and Cash Equivalents

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

Concentration of Credit Risk

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

Net Loss Per Weighted Limited Partnership Unit

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

NOTE 2 - LOANS RECEIVABLE

Loans  receivable of $12,080 at March 31, 2000  represents an amount advanced by
the Partnership to one Local Limited Partnership.  During the three months ended
June 30, 2000 this amount was repaid in full.

NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS

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

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


                                       9

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000
                                   (unaudited)


NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS, continued

The following is a summary of the equity method  activity of the  investments in
limited partnerships as of:

<TABLE>
<CAPTION>
                                                              June 30, 2000           March 31, 2000
                                                            -------------------   --------------------
<S>                                                      <C>                   <C>
  Investments per balance sheet, beginning of period      $         15,243,007   $         15,345,027
  Capital contributions to limited partnerships                              -                766,262
  Capital contributions payable                                              -                342,195
  Tax credit adjustment                                                  2,150                      -
  Distributions received                                                (1,200)               (4,641)
  Equity in losses of limited partnerships                            (284,339)           (1,146,270)
  Amortization of capitalized acquisition fees and
  costs                                                                (14,891)              (59,566)
                                                            -------------------   --------------------

  Investments per balance sheet, end of period            $         14,944,727   $         15,243,007
                                                            ===================   ====================
</TABLE>

Selected  financial  information  for the three  months  ended  June 30 from the
unaudited  combined  financial  statements of the Local Limited  Partnerships in
which the Partnership has invested is as follows:
<TABLE>
<CAPTION>

                                                                   2000                    1999
                                                             ------------------      -----------------
        <S>                                                <C>                     <C>

         Total revenue                                      $         679,000       $        577,000
                                                             ------------------      -----------------

         Interest expense                                             247,000                280,000
         Depreciation and amortization                                290,000                230,000
         Operating expenses                                           438,000                403,000
                                                             ------------------      -----------------

         Total expenses                                               975,000                841,000
                                                             ------------------      -----------------

         Net Loss                                           $        (296,000)      $       (264,000)
                                                             ==================      =================

         Net loss allocable to the Partnership              $        (284,000)      $       (249,000)
                                                             ==================      =================

         Net loss recorded to the Partnership               $        (284,000)      $       (249,000)
                                                             ==================      =================
</TABLE>


                                       10

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000
                                   (unaudited)

NOTE 4- RELATED PARTY TRANSACTIONS

The Partnership has no officers,  employees,  or directors.  However,  under the
terms of the  Partnership  Agreement the  Partnership is obligated to the WNC or
General Partner for the following fees:

     (a)  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 $15,125  were  incurred for each of the three months ended June 30,
          2000 and 1999.  As of June 30,  2000,  $16,561 of those fees  remained
          unpaid.

     (b)  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.

Accrued fees and expenses due to the General Partner and affiliates presented on
the balance sheets consist of the following:
<TABLE>
<CAPTION>

                                                                             June 30, 2000         March 31, 2000
                                                                           ------------------     ------------------
        <S>                                                           <C>                     <C>
         Reimbursement for expenses paid by the General Partner or     $                   -   $                500
         an affiliate
         Asset management fees payable                                                16,561                  1,436
                                                                           ==================     ==================
                                                                        $             16,561   $              1,936
                                                                           ==================     ==================
</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 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 financial  statements as
any  liability  for  income  taxes  is the  obligation  of the  partners  of the
Partnership.


                                       11

<PAGE>

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

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

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

Financial Condition

The Partnership's  assets at June 30, 2000 consisted  primarily of $1,605,000 in
cash and aggregate  investments  in the fourteen Local Limited  Partnerships  of
$14,945,000.  Liabilities  at June 30, 2000 were $516,000 of payables to limited
partnerships  and $17,000 of accrued annual  management  fees due to the General
Partner.

Results of Operations

Three Months  Ended June 30, 2000  Compared to Three Months Ended June 30, 1999.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2000 was
$(289,000),  reflecting an increase of $(37,000)  from the net loss  experienced
for the three months ended June 30, 1999 of $(252,000).  The change is primarily
due to an increase in equity in losses of limited  partnerships  of $(35,000) as
certain Local Limited  Partnerships  have completed  construction  and initiated
operations.  Also  contributing to the loss was a decrease in interest income of
$(4,000) offset by a decrease in operating expenses of $2,000.

Cash Flows

Three Months  Ended June 30, 2000  Compared to Three Months Ended June 30, 1999.
The decrease in cash during the three months ended June 30, 2000 was $(120,000),
compared to a net  decrease in cash for the three  months ended June 30, 1999 of
$(336,000).  The  change  was due  primarily  to a  decrease  in cash  used  for
investing  activities of $214,000,  offset by a decrease in expenses paid to the
General Partner and affiliates of $8,000.

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


                                       12

<PAGE>

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.

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.


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<PAGE>

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 3. Quantitative and Qualitative Disclosures Above Market Risks

         None

Part II.  Other Information

Item 1.  Legal Proceedings

         None

Item 6.  Exhibits and Reports on Form 8-K

         None



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<PAGE>

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

WNC HOUSING TAX CREDIT FUND V - Series 4

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



By:   /s/ Will N Cooper, Jr.
Will N Cooper, Jr., President - Chief Operating Officer of
WNC & Associates, Inc

Date: August 21, 2000



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

Date: August 21, 2000





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