Item 1. Business
Gateway Tax Credit Fund, Ltd. ("Gateway") is a Florida limited partnership. The general partners are Raymond James Tax Credit Funds, Inc., the Managing General Partner, and Raymond James Partners, Inc. both of which are sponsors of Gateway Tax Credit Fund, Ltd. and wholly-owned subsidiaries of Raymond James Financial, Inc. Gateway was formed October 27, 1987 and commenced operations as of June 30, 1988 with the first admission of Limited Partners.
Gateway is engaged in only one industry segment, to acquire limited partnership interests in unaffiliated limited partnerships ("Project Partnerships"), each of which owns and operates one or more apartment complexes eligible for Low-Income Housing Tax Credits under Section 42 of the Internal Revenue Code ("Tax Credits"), received over a ten year period. Subject to certain limitations, Tax Credits may be used by Gateway's investors to reduce their income tax liability generated from other income sources. Gateway will terminate on December 31, 2040 or sooner, in accordance with the terms of its Limited Partnership Agreement. Gateway closed its initial offering of Limited Partnership Interests on March 1, 1990 after receiving capital contributions of $1,000 from the General Partners and $25,566,000 from Limited Partners.
Operating profits and losses, cash distributions from operations and Tax Credits are allocated 99% to the Limited Partners and 1% to the General Partners. Profit or loss and cash distributions from sales of interests in Project Partnerships will be allocated as described in the Limited Partnership Agreement.
Gateway holds investments in 78 Project Partnerships as of March 31, 2006, acquiring a 99% interest in these properties by becoming the sole limited partner in the Project Partnerships that own the properties. In October 1996 Value Partners, Inc., an affiliate of Raymond James Tax Credit Funds, Inc., became the sole general partner of one of the Project Partnerships, Village Apartments of Sparta, Limited Partnership ("Sparta"). In October 1997, Value Partners became the sole general partner of Village Apartments of Divernon ("Divernon"). See Management's Discussion and Analysis of Financial Condition and Results of Operations for additional details.
The primary sources of funds for the year ended March 31, 2006 were interest income of $27,927 earned on cash and cash equivalents and $116,895 in distributions received from Project Partnerships. As of March 31, 2006 Gateway had $758,509 of Cash and Cash Equivalents.
All Project Partnerships are government subsidized. Most have mortgage loans from the Farmers Home Administration (now called USDA Rural Development) ("USDA RD") under Section 515 of the Housing Act of 1949. These mortgage loans are made at low interest rates for multi-family housing in rural and suburban areas, with the requirement that the interest savings be passed on to low income tenants in the form of lower rents. A significant portion of the Project Partnerships also receive rental assistance from USDA RD to subsidize certain qualifying tenants.
The General Partners do not believe the Project Partnerships are subject to the risks generally associated with conventionally financed non-subsidized apartment properties. Risks related to the operations of Gateway are described in detail on pages 21 through 33 of the Prospectus, as supplemented, under the caption "Risk Factors" which is incorporated herein by reference.
The investment objectives of Gateway are to:
1) Provide tax benefits to Limited Partners in the form of Tax Credits during the period in which each Project is eligible to claim tax credits;
2) Provide passive losses to individual investors to offset passive income from other passive activities, and provide passive losses
to corporate investors to offset business income;
3) Preserve and protect the capital contributions of Investors; and
4) Participate in any capital appreciation in the value of the Projects.
The investment objectives and policies of Gateway are described in detail on pages 33 through 38 of the Prospectus, as supplemented, under the caption "Investment Objectives and Policies" which is incorporated herein by reference.
Gateway's goal was to invest in a diversified portfolio of Project Partnerships located in rural and suburban locations with a high demand for low-income housing. As of March 31, 2006 the capital contributions raised from Limited Partner investors were successfully invested in Project Partnerships which met the investment criteria. Management anticipates that competition for tenants will only be with other low income housing projects, and not with conventionally financed housing. With significant number of rural American households living below the poverty level in substandard housing, management believes there will be a continuing demand for affordable low income housing for the foreseeable future.
Exit Strategy
The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion.
Nearly all of the Project Partnerships have reached the end of their tax-credit compliance period. To-date, four of the Project Partnerships holding five of the properties have been sold and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales have been disbursed to the Limited Partners of Gateway. One of the Project Partnerships, Village Apartments of Divernon, is classified as held-for-sale on Gateway's March 31, 2006 consolidated balance sheet and was sold subsequent to March 31, 2006.
Gateway is presently evaluating the potential disposition of each of the Project Partnerships which have reached the end of their tax-credit compliance period and as opportunities arise, will endeavor to sell Gateway's interest in those Project Partnerships. The Partnership's objective is to maximize the investor's return wherever possible and ultimately, to liquidate the Project Partnerships that no longer provide tax benefits to investors.
Gateway has no direct employees. The General Partners have full and exclusive discretion in management and control of Gateway.
Item 1A.
Item 1A. Risk Factors
Gateway, as a limited partner in the Project Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility of tax credits. If the cost of operating a property exceeds the rental income earned thereon, Gateway may deem it in its best interest to voluntarily provide funds in order to protect its investment.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties
Gateway owns interest in properties through 99% limited partnership interests in 78 Project Partnerships as of March 31, 2006. The largest individual Project Partnership net investment as of March 31, 2006 comprises 15.92% of Gateway's total assets. The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon (which is classified as held-for-sale on Gateway's consolidated balance sheet as of March 31, 2006), as of December 31, 2005:
The average effective rental per unit is $4,170 per year ($347 per month).
The average effective occupancy rate at December 31, 2005 was 94.9%
A summary of the book value of the fixed assets of the properties, excluding Sparta and Divernon, as of December 31, 2005, 2004 and 2003 is as follows:
12/31/05
--------
12/31/04
--------
12/31/03
--------
Land
Land Improvements
Buildings
Furniture and Fixtures
Properties, at Cost
Less: Accum. Depreciation
Properties, Net
$ 4,799,885
1,566,732
99,681,232
4,723,415
-------------
110,771,264
56,049,471
-------------
$ 54,721,793
=============
$ 5,061,085
1,569,073
102,827,091
4,659,162
-------------
114,116,411
54,943,648
-------------
$ 59,172,763
=============
$ 4,908,530
1,567,738
102,260,340
5,056,328
-------------
113,792,936
51,556,360
-------------
$ 62,236,576
=============
Item 3.
Item 3. Legal Proceedings
Gateway is not a party to any material pending legal proceedings.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
As of March 31, 2006, no matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise.
PART II
Item 5.
Item 5. Market for the Registrant's Securities and Related Security Holder Matters
(a) Gateway's Limited Partnership interests are not publicly traded. There is no market for the Registrant's Limited Partnership interests and it is unlikely that any will develop. No transfers of Limited Partnership Units are permitted without the prior written consent of the Managing General Partner. There have been several transfers over the last two years, with most being from individuals to their trusts or heirs. The Managing General Partner is not aware of the price at which the units are transferred. The conditions under which investors may transfer units is found under ARTICLE XII - "Transfer of a Limited Partnership Interest" on pages A-24 and A-25 of the Limited Partnership Agreement within the Prospectus, which is incorporated herein by reference.
(b) Approximate Number of Equity Security Holders:
Number of Record Holders
Title of Class as of March 31, 2006
Limited Partnership Interest 2,274
General Partner Interest 2
Item 6.
Item 6. Selected Financial Data
----
----
----
----
----
Total Revenues
$ 227,383
$ 216,372
$ 201,958
$ 213,033
$ 126,985
Net Loss
(378,769)
(1,018,200)
(55,577)
(771,799)
(577,139)
Equity in Income (Losses) of Project
Partnerships
(107,224)
(371,209)
541,590
(253,927)
(202,920)
Total Assets
2,054,699
2,381,717
3,360,108
4,334,857
4,946,571
Investments In Project Partnerships
620,184
938,137
1,355,760
1,531,068
1,832,496
Per Limited Partnership Unit: (A)
Tax Credits
Portfolio
Income
Passive Loss
.00
10.46
(135.51)
.00
13.65
(160.84)
2.01
10.59
(139.25)
2.49
10.80
(146.37)
4.94
21.61
(141.03)
Net Loss
(24.07)
(39.43)
(3.08)
(29.89)
(22.35)
(A) The Tax information is as of December 31, the year end of the Partnership for tax purposes.
The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this report. This statement is not covered by the auditor's opinion included elsewhere in this report.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.
The Managing General Partner monitors developments in the area of legal and regulatory compliance. For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas. In light of these changes, Gateway expects that it will incur higher expenses related to compliance.
Results of Operations -
Interest income increased from $11,740 for the year ended March 31, 2005 to $28,176 for the year ended March 31, 2006 due to an increase in interest rates throughout fiscal 2006. However, interest income was lower for the year ended March 31, 2006 when compared with the year ended March 31, 2004 due to the maturity of Treasury Notes in the previous years. Both General and Administrative - General Partner and General and Administrative - Other increased for the year ended March 31, 2006 when compared to the year ended March 31, 2005 due to higher administrative costs and certain real estate valuation service expenses incurred by Gateway in fiscal year 2006 for properties being evaluated for possible disposition. Amortization expense also increased for the year ended March 31, 2006 due to a change in the useful life of the acquisition fees and expense. Amortization expense for the year ended March 31, 2005 increased from $13,643 to $181,818 for the year ended March 31, 2006. The useful life of the acquisition fees and expense was changed from 35 years to 15 years to better reflect the economic life of those investments.
Two of the Project Partnerships, Keysville, L.P. and Rivermeade Associates sold their properties during fiscal year 2006. Gateway received sale proceeds totaling $604,258 which were distributed in December 2005 to the Limited Partners, less $4,000 in legal expenses, at $23.47 per limited partnership unit. The remaining $224 of this distribution is shown as a Distribution Payable on the Balance Sheet. As disclosed on the Statement of Operations, Gateway reported a $598,499 gain on these sales transactions. One Project Partnership, Village Apartments of Divernon, is classified as held-for-sale on the consolidated balance sheet as of March 31, 2006 and was sold subsequent to the balance sheet date.
There were no property sales or Partnership liquidations during fiscal year 2005. During fiscal year 2004, two of the Project Partnerships, Clayfed Apartments, Ltd. and Westside Apartments, Ltd., sold their property in July 2003 and subsequently liquidated. The sale of these properties resulted in a gain allocated to Gateway of $769,311. Gateway received sale proceeds totaling $674,675, of which $672,175 was distributed to the Limited Partners at $26.29 per limited partnership unit.
For the year ended March 31, 2006 the Project Partnerships reported a loss of $107,224, while a loss of $371,209 was reported for the year ended March 31, 2005. The decrease in the reported loss was due to an increase in rental revenue at the Project Partnership level. It is customary in the low-income housing tax credit real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. As a result, management expects Gateway will continue to report its equity in Project Partnerships as a loss for tax and financial reporting purposes.
In total, the Partnership reported a loss of $378,769 from operations for the year ended March 31, 2006. However, after adjusting for amortization, the changes in operating assets and liabilities, and the equity in losses of Project Partnerships, net cash used in operating activities was $63,698. The net cash provided by investing activities was $712,229 consisting primarily of $116,895 in cash distributions received from Project Partnerships and $604,258 from the sale of the two Project Partnerships. The cash used in financing activities was $610,968 consisting primarily of distributions of $600,258 paid to the Limited Partners relating to the sale of Keysville, LP and Rivermeade Associates.
On October 1, 1997 Value Partners, Inc. became the sole general partner of Village Apartments of Divernon Limited Partnership ("Divernon"), replacing the former general partners. Value Partners, Inc. is an affiliate of Raymond James Tax Credit Funds, Inc., the managing general partner of Gateway. Divernon is a 12 unit property located in Divernon, Illinois in which Gateway invested as the sole limited partner on October 1, 1989. The property's average occupancy rate for the year
remained at 67%. Gateway loaned Divernon $6,000, $15,832, and $8,671 to cover the operating deficits for 2003, 2004, and 2005 respectively. As of June 30, 1999, an updated workout plan with the USDA RD was implemented. Management is using rent incentives, vigorous advertising, and tight controls over repairs and maintenance to improve occupancy and cash flows. Divernon is classified as held-for-sale on the consolidated balance sheet as of March 31, 2006.
Subsequent to Gateway's year-end, Gateway sold its Project Partnership investment in Village Apartments of Divernon. The sale of this Project Partnerships'assets will be reflected in the financial statements for the year ended March 31, 2007. Gateway estimates a net gain of approximately $130,000 will be recognized in fiscal year 2007 upon consummation of the sale transaction. Also subsequent to this year-end, the following fourteen Project Partnerships were actively listed for sale on a commercial marketing website: Laynecrest, Martindale, Fortville II, Summitville, Limestone Estates, Middleport, Morgantown, Robinhood Apartments, Skyview Terrace, Hunters Ridge, Centralia II, Fairview South, Southwood Apartments, and Village Apartments of Sparta.
Liquidity and Capital Resources -
Gateway's capital resources are used to pay General and Administrative operating costs including personnel, supplies, data processing, travel, and legal and accounting associated with the administration and monitoring of Gateway and the Project Partnerships. The capital resources are also used to pay the Asset Management Fee due the Managing General Partner, but only to the extent that
Gateway's remaining resources are sufficient to fund Gateway's ongoing needs. (Payment of any Asset Management Fee due but unpaid at the time Gateway sells its interests in the Project Partnerships is subordinated to the investors return of their original capital contribution.)
The sources of funds to pay the operating costs are short term investments and interest earned thereon. At March 31, 2006, Gateway had $758,509 of short-term investments (Cash and Cash Equivalents). Management believes these sources of funds are sufficient to meet Gateway's current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.
For the year ending March 31, 2006, Gateway received $116,895 in cash distributions from the Project Partnerships. The General and Administrative operating costs were $302,419 and the Asset Management Fee expensed was $464,115.
Exit Strategy
The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion.
Nearly all of the Project Partnerships have reached the end of their tax-credit compliance period. As of March 31, 2006, four of the Project Partnerships holding five of the properties have been sold and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales have been disbursed to the Limited Partners of Gateway. Subsequent to year-end, Gateway sold its Project Partnership investment in Village Apartments of Divernon. The sale of this Project Partnership's assets will be reflected in the financial statements for the year-ended March 31, 2007. Although Gateway estimates that it will not receive any net proceeds from the sale of this Project Partnership, Gateway estimates a net gain of approximately $130,000 will be recognized in fiscal year 2007 as a result of the sale transaction.
Gateway is presently evaluating the potential disposition of each of the Project Partnerships which have reached the end of their tax-credit compliance period and as opportunities arise, will endeavor to sell Gateway's interest in those Project Partnerships. The Partnerships objective is to maximize the investor's return wherever possible and ultimately, to liquidate the Project Partnerships that no longer provide tax benefits to investors.
Gateway has no direct employees. The General Partners have full and exclusive discretion in management and control of Gateway.
Disclosure of Contractual Obligations
(1) The Long-Term Debt Obligations of continuing operations as of March 31, 2006 represent, on a consolidated basis, the accounts of Gateway and Village Apartments of Sparta Limited Partnership. The Long-Term Debt Obligations of discontinued operations as of March 31, 2006 represent, on a consolidated basis, the accounts of Gateway and Village Apartments of Divernon Limited Partnership. All together, these entities are the "Combined Entities", and represent two Project Partnerships in which Gateway has invested. As of October 1, 1996 and October 1, 1997, respectively, an affiliate of Gateway's Managing General Partner, Value Partners, Inc. became the general partner of the Combined Entities. Since the general partner of the Combined Entities is now an affiliate of Gateway, these combined statements include the long-term liabilities. On November 1, 2005, Rural Development, the holder of the note payable, suspended mortgage payments due from Village Apartments of Divernon Limited Partnership until further notice. The entire balance of the note payable is included in the greater than five years column above. Interest is still being accrued from the time of suspension. Subsequent to year-end, Gateway sold its interest in the Village Apartments of Divernon.
(2) The Other Long-Term Liabilities represent the asset management fees owed to the General Partners as of March 31, 2006. This payable is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing. As referred to in Note 4, the Managing General Partner does not intend to demand payment of the portion of this balance reflected as due in greater than one year within the next 12 months.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
As a small business issuer, no information is required.
Item 8.
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
Gateway Tax Credit Fund, Ltd.
We have audited the accompanying consolidated balance sheet of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, 2006 and the related consolidated statements of operations, partners' equity (deficit), and cash flows for the year ended March 31, 2006. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We did not audit the financial statements of a certain Project Partnership for which $327,130 of net investment is included in these financial statements as of March 31, 2006, and for which a net loss of $40,561 is included in these financial statements for the year ended March 31, 2006. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying partnership, is based solely on the report of the other auditors. The financial statements of Gateway Tax Credit Fund, Ltd. as of March 31, 2005 and for each of the two years in the period ended March 31, 2005, were audited by other auditors whose report dated September 8, 2005, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 report of other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gateway Tax Credit Fund, Ltd. at March 31, 2006 and the results of its operations and its cash flows for the year ended March 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed under Item 15(a)(2) in the index are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, based on our audit and the report of other auditors, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
/s/ Reznick Group, P.C.
REZNICK GROUP, P.C.
Atlanta, Georgia
July 13, 2006
REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
Gateway Tax Credit Fund, Ltd.
We have audited the accompanying consolidated balance sheet of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, 2005 and the related consolidated statements of operations, partners' equity (deficit), and cash flows for the years ended March 31, 2005 and 2004, respectively. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of a certain Project Partnership for which $463,329 of net investment is included in these financial statements as of March 31, 2005 and for which net losses of $188,168 and $83,787 are included in the accompanying financial statements for the years ended March 31, 2005 and 2004, respectively. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying partnership, is based solely on the report of the other auditor.
We conducted our audits in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 report of other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gateway Tax Credit Fund, Ltd. as of March 31, 2005 and the results of its operations and its cash flows for the years ended March 31, 2005 and 2004, respectively, in conformity with accounting principles generally accepted in the United States of America.
/s/ Spence, Marston, Bunch, Morris & Co.
SPENCE, MARSTON, BUNCH, MORRIS & CO.
CERTIFIED PUBLIC ACCOUNTANTS
Clearwater, Florida
September 8, 2005
PART I - Financial Information
Item 1. Financial Statements
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
CONSOLIDATED BALANCE SHEET
----
----
ASSETS
Current Assets:
Cash and Cash Equivalents
Accounts Receivable
Prepaid Insurance
Tenant Security Deposits
Assets Held for Sale
Total Current Assets
Investments in Project Partnerships, Net
Replacement Reserves
Non-Current Assets Held for Sale
Rental Property at Cost, Net
Property Held for Sale
Total Assets
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners
Distribution Payable
Accounts Payable
Accrued Real Estate Taxes
Tenant Security Deposits
Mortgage Notes Payable - Current
Liabilities Related to Property Held for Sale
Total Current Liabilities
Long Term Liabilities:
Payable to General Partners
Mortgage Notes Payable
Liabilities Related to Property Held for Sale
Total Long Term Liabilities
Minority Interest in Local Limited Partnerships
Partners' Equity (Deficit):
Limited Partners (25,566 units outstanding at March 31, 2006 and 2005
General Partners
Total Partners' (Deficit)
Total Liabilities and Partners' Equity (Deficit)
$ 758,509
15,823
2,794
-----------
777,316
620,184
19,231
3,626
426,698
207,644
-----------
$ 2,054,699
===========
$ 270,438
29,984
10,138
4,500
5,148
7,291
-----------
327,723
-----------
3,737,431
807,733
398,904
-----------
4,944,068
-----------
(69,517)
-----------
(3,168,987)
21,412
-----------
(3,147,575)
-----------
$ 2,054,699
===========
$ 720,946
9,117
5,883
-----------
736,123
938,137
22,667
684,790
-----------
$ 2,381,717
===========
$ 348,301
2,219
12,672
5,400
6,893
-----------
375,485
-----------
3,032,297
1,211,602
-----------
4,243,899
-----------
(69,119)
-----------
(1,953,424)
(215,124)
-----------
(2,168,548)
-----------
$ 2,381,717
===========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,
----
----
----
Revenues:
Rental
Distribution Income
Miscellaneous Income
Total Revenues
Expenses:
Asset Management Fee-General Partner
General and Administrative:
General Partner
Other
Rental Operating Expenses
Interest
Depreciation
Amortization
Total Expenses
Loss Before Equity in Losses of
Project Partnerships and Other Income
Equity in Income (Losses) of Project
Partnerships:
Current Year Equity in Losses of Project Partnerships
Gain on Sale of Partnership Assets
Minority Interest in Loss of Consolidated Project Partnerships
Interest Subsidy
Interest Income
Net Loss
Allocation of Net Loss:
Limited Partners
General Partners
Net Loss Per Number of Limited Partnership Units
Number of Limited Partnership Units
Outstanding
$ 133,428
89,743
4,212
----------
227,383
----------
464,115
173,378
129,041
92,138
85,529
57,669
181,818
----------
1,183,688
----------
(956,305)
----------
(107,224)
598,499
57,687
28,176
-----------
$ (378,769)
===========
$ (615,305)
236,536
-----------
$ (378,769)
===========
$ (24.07)
===========
25,566
===========
$ 125,995
86,068
4,309
----------
216,372
----------
476,680
116,631
78,336
102,850
85,105
59,648
13,643
----------
932,893
----------
(716,521)
----------
(371,209)
57,189
11,740
-----------
$(1,018,200)
===========
$(1,008,018)
(10,182)
-----------
$(1,018,200)
===========
$ (39.43)
===========
25,566
===========
$ 125,628
71,378
4,952
----------
201,958
----------
479,165
117,118
58,297
87,014
85,824
58,510
13,643
----------
899,571
----------
(697,613)
----------
(227,721)
769,311
57,189
42,825
-----------
$ (55,577)
===========
$ (78,850)
23,273
-----------
$ (55,577)
===========
$ (3.08)
===========
25,566
===========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2006, 2005 AND 2004:
Limited Partners
Equity (Deficit)
--------------
General Partners
Equity (Deficit)
---------------
Total
-----
Balance at March 31, 2003
Net Income (Loss)
Distributions
Balance at March 31, 2004
Net Loss
Balance at March 31, 2005
Net Income (Loss)
Distributions
Balance at March 31, 2006
$ (194,381)
(78,850)
(672,175)
------------
(945,406)
(1,008,018)
------------
(1,953,424)
(615,305)
(600,258)
------------
$(3,168,987)
============
$ (228,215)
23,273
-----------
(204,942)
(10,182)
-----------
(215,124)
236,536
-----------
$ 21,412
===========
$ (422,596)
(55,577)
(672,175)
-----------
(1,150,348)
(1,018,200)
-----------
(2,168,548)
(378,769)
(600,258)
------------
$(3,147,575)
============
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2006, 2005 AND 2004:
----
----
----
Cash Flows from Operating Activities:
Net Loss
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization
Depreciation
Distributions Included in Distribution Income
Accreted Interest Income on Investments in Securities
Equity in Losses of Project Partnerships
Gain on the Sale of Partnership Assets
Minority Interest in Losses of Consolidated Project Partnerships
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable
(Increase) Decrease in Prepaid Insurance
Increase (Decrease) in Accounts Payable
Increase in Distribution Payable
Increase in Replacement Reserves
Increase (Decrease) in Security Deposits
Increase (Decrease) in Accrued Real Estate Taxes
Increase (Decrease) in Payable to General Partners
Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
Distributions Received from Project Partnerships
Redemption of Investment in Securities
Purchase of Equipment
Proceeds from Sale of Project Partnerships
Cash related to Property Held for Sale
Net Cash Provided by Investing Activities
Cash Flows from Financing Activities:
Principal Payment on Debt
Distributions to Investors
Expenses Related to Sales of Project Partnerships
Net Cash Used In Financing Activities
Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning
of Year
Cash and Cash Equivalents at End of Year
$ (378,769)
181,818
57,669
(89,743)
107,224
(598,499)
(398)
(7,710)
(101)
30,483
(190)
6,583
627,272
---------
(63,698)
---------
116,895
(7,221)
604,258
(1,703)
---------
712,229
---------
(6,710)
(600,258)
(4,000)
---------
(610,968)
---------
37,563
720,946
---------
$ 758,509
==========
$(1,018,200)
13,643
59,648
(86,068)
(2,955)
371,209
(601)
(708)
(84)
(1,538)
(6,143)
48,255
---------
(622,838)
---------
118,839
142,000
(3,149)
---------
257,690
---------
(6,578)
---------
(6,578)
---------
(371,726)
1,092,672
---------
$ 720,946
==========
$ (55,577)
13,643
58,510
(71,378)
(36,997)
(227,721)
(769,311)
(432)
35,975
1,548
(16,524)
(7,316)
(2,850)
(238,116)
---------
(860,932)
---------
774,633
514,000
(373)
---------
1,288,260
---------
(6,147)
(672,175)
---------
(678,322)
---------
(250,994)
1,343,666
---------
$1,092,672
==========
Supplemental Cash Flow Information:
Interest Paid
$ 26,409
==========
$ 27,917
==========
$ 28,635
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2006, 2005 AND 2004
NOTE 1 - ORGANIZATION:
Gateway Tax Credit Fund, Ltd. ("Gateway"), a Florida Limited Partnership, was formed October 27, 1987 under the laws of Florida. Operations commenced on June 30, 1988. Gateway invests, as a limited partner, in other limited partnerships ("Project Partnerships"), each of which owns and operates apartment complexes which qualify for Low-Income Housing Tax Credits. Gateway will terminate on December 31, 2040 or sooner, in accordance with the terms of the Limited Partnership Agreement. Gateway closed the offering on March 1, 1990 after receiving Limited and General Partner capital contributions of $25,566,000 and $1,000, respectively. The fiscal year of Gateway for reporting purposes ends on March 31.
Raymond James Partners, Inc. and Raymond James Tax Credit Funds, Inc., wholly-owned subsidiaries of Raymond James Financial, Inc., are the General Partner and Managing General Partner, respectively.
Operating profits and losses, cash distributions from operations and tax credits are allocated 99% to the Limited Partners and 1% to the General Partners. Profit or loss and cash distributions from sales of properties will be allocated as formulated in the Limited Partnership Agreement.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Consolidated Statements
The accompanying statements include, on a consolidated basis, the accounts of Gateway, Village Apartments of Sparta Limited Partnership and Village Apartments of Divernon Limited Partnership ("Combined Entities"), two Project Partnerships in which Gateway has invested. As of October 1, 1996 and October 1, 1997, respectively, an affiliate of Gateway's Managing General Partner, Value Partners, Inc. became the general partner of the Combined Entities. Since the general partner of the Combined Entities is now an affiliate of Gateway, these consolidated financial statements include the financial activity of the Combined Entities for all years presented. All significant intercompany balances and transactions have been eliminated. Gateway has elected to report the results of operations of the Combined Entities on a 3-month lag basis, consistent with the presentation of financial information of all Project Partnerships. Subsequent to year-end, Gateway sold its investment in Village Apartments of Divernon. See further discussion in Note 9.
Basis of Accounting
Gateway utilizes the accrual basis of accounting whereby revenues are recognized when earned and expenses are recognized when obligations are incurred.
Gateway accounts for its investments as the sole limited partner in Project Partnerships ("Investments in Project Partnerships"), with the exception of the Combined Entities, using the equity method of accounting, because management believes that Gateway does not have a majority control of the major operating and financial policies of the Project Partnerships in which it invests, and reports the equity in losses of the Project Partnerships on a 3-month lag in the Statements of Operations. Under the equity method, the Investments in Project Partnerships initially include:
	1) Gateway's capital contribution,
	2) Acquisition fees paid to the General Partner for services rendered in selecting properties for acquisition, and
	3) Acquisition expenses including legal fees, travel and other miscellaneous costs relating to acquiring properties.
Quarterly the Investments in Project Partnerships are increased or decreased as follows:
1) Increased for equity in income or decreased for equity in losses of the Project Partnerships,
2) Decreased for cash distributions received from the Project Partnerships and,
3) Decreased for the amortization of the acquisition fees and expenses.
For the fiscal year ended March 31, 2006, Gateway changed the period over which the intangible acquisition fees and expenses are amortized. In all prior years, the period in which such intangible assets had been amortized was 35 years. In the fiscal year period ended March 31, 2006, this amortization period was changed to 15 years to better approximate the period over which the benefits of these investments are realized. As a result of this change in estimate, an additional $171,067 of amortization expense was recognized during the year-ended March 31, 2006, as compared to the amortization expense amount which would have been realized had the estimated amortization period not changed during the year. The net amortization is shown as amortization expense on the Statements of Operations.
Pursuant to the limited partnership agreements for the Project Partnerships, cash losses generated by the Project Partnerships are allocated to the general partners of those partnerships. In subsequent years, cash profits, if any, are first allocated to the general partners to the extent of the allocation of prior years' cash losses.
Since Gateway invests as a limited partner, and therefore is not obligated to fund losses or make additional capital contributions, it does not recognize losses from individual Project Partnerships to the extent that these losses would reduce the investment in those Project Partnerships below zero. The suspended losses will be used to offset future income from the individual Project Partnerships.
Gateway reviews its investments in Project Partnerships to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the investment, Gateway recognizes an impairment loss. No impairment loss has been recognized in the accompanying financial statements.
Gateway, as a limited partner in the Project Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility for tax credits. If the cost of operating a property exceeds the rental income earned thereon, Gateway may deem it in its best interest to voluntarily provide funds in order to protect its investment. However, Gateway does not guarantee any of the mortgages or other debt of the Project Partnerships.
Variable Interest Entities
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51," which was subsequently revised in December, 2003. Gateway has adopted FIN 46 and applied its requirements to all Project Partnerships in which Gateway holds an interest. Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics, (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE. The primary beneficiary, as is applicable to Gateway's circumstances, is the party in the Project Partnership equity group that is most closely associated with the Project Partnership.
Gateway holds variable interests in 78 VIEs, which consist of Project Partnerships, which Gateway is not the primary beneficiary. Gateway's maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to Gateway's recorded investments in and receivables from those VIEs, which is approximately $620,184 at March 31, 2006. Gateway may be subject to additional losses to the extent of any financial support that Gateway voluntarily provides to those Project Partnerships in the future.
Cash and Cash Equivalents
It is Gateway's policy to include short-term investments with an original maturity of three months or less in Cash and Cash Equivalents. Short-term investments are comprised of money market mutual funds.
Accounts Receivable
Accounts receivable consists of tenant receivables. Tenant receivables are recorded when billed. An allowance for doubtful accounts has not been considered necessary based on historical loss experience. An account is considered past due when payment has not been rendered within thirty days of its due date. Uncollectible receivables are charged to rental revenue when project management has determined that collection efforts will not be successful.
Capitalization and Depreciation
Land, buildings and improvements are recorded at cost and Gateway provides for depreciation using the modified accelerated cost recovery system method for financial and tax reporting purposes in amounts adequate to amortize costs over the lives of the applicable assets as follows:
Buildings 27-1/2 years
Equipment 7 years
Assets which meet certain specific criteria are classified as property held for sale as of the balance sheet date. The Village Apartments of Divernon meet such criteria as of March 31, 2006. Accordingly its balance sheet amounts are presented as held for sale on the consolidated balance sheet as of March 31, 2006. Gateway considered presentation as discontinued operations in the consolidated statement of operations and consolidated statement of cash flows, however, as the results of operations and cash flows of Village Apartments of Divernon are not significant to Gateway as a whole, such discontinued operations presentation is not made. See Note 9 - Subsequent Events, for a further discussion regarding the sale of this Project Partnership subsequent to March 31, 2006.
Expenditures for maintenance and repairs are charged to expense as incurred. Upon disposal of depreciable property, the appropriate property accounts are reduced by the related costs and accumulated depreciation. The resulting gains and losses are reflected in the statement of income.
Rental Income
	Rental income, principally from short-term leases on the Combined Entity's apartment units, is recognized as income under the accrual method as the rents become due.
Concentrations of Credit Risk
	Financial instruments which potentially subject Gateway to concentrations of credit risk consist of cash investments in a money market mutual fund that is a wholly-owned subsidiary of Raymond James Financial, Inc.
Use of Estimates in the Preparation of Financial Statements
	The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates that affect certain reported amounts and disclosures. These estimates are based on management's knowledge and experience. Accordingly, actual results could differ from these estimates.
Investment in Securities
Gateway applies Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities ("FAS 115"). Under FAS 115, Gateway is required to categorize its debt securities as held-to-maturity, available-for-sale or trading securities, dependent upon Gateway's intent in holding the securities. Gateway's intent is to hold all of its debt securities (U. S. Government Security Strips) until maturity and to use these reserves to fund Gateway's ongoing operations. Interest income is recognized ratably on the U. S. Government Strips using the effective yield to maturity.
Income Taxes
No provision for income taxes has been made in these financial statements, as income taxes are a liability of the partners rather than of Gateway.
Reclassifications
For comparability, certain 2004 and 2005 amounts have been reclassified, where appropriate to conform with the financial statement presentation used in 2006.
NOTE 3 - INVESTMENT IN SECURITIES:
	As of March 31, 2006 the Balance Sheet included no Investments in Securities. The remaining U.S. Treasury Security Strips were redeemed for their face value of $142,000 in August 2004.
NOTE 4 - RELATED PARTY TRANSACTIONS:
The Payable to General Partners primarily represents the asset management fees owed to the General Partners at the end of the period. It is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing. Within the next 12 months, the Managing General Partner does not intend to demand payment on the portion of Asset Management Fees payable classified as long-term on the Balance Sheet.
The General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses as follows:
Asset Management Fee - The Managing General Partner is entitled to an annual asset management fee equal to 0.45% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships. The asset management fee will be paid only after all other expenses of Gateway have been paid. These fees are included in the Statements of Operations. Totals incurred for the years ended March 31, 2006, 2005 and 2004 were $464,115, $476,680 and $479,165 respectively.
General and Administrative Expenses - The Managing General Partner is reimbursed for general and administrative expenses of Gateway on an accountable basis. These expenses are included in the Statements of Operations. Totals incurred for the years ended March 31, 2006, 2005 and 2004 were $173,378, $116,631 and $117,118 respectively.
NOTE 5 - RENTAL PROPERTY:
A summary of the rental property is as follows at December 31, 2005:
Cost
------
Accumulated
Depreciation
------------
Book
Value
-----
Land
Buildings
Furniture and Appliances
Net Book Value
$ 32,000
961,171
44,826
---------
$1,037,997
==========
$ 0
573,112
38,187
--------
$611,299
========
$ 32,000
388,059
6,639
--------
$426,698
========
A summary of the rental property is as follows at December 31, 2004:
Cost
------
Accumulated
Depreciation
------------
Book
Value
-----
Land
Buildings
Furniture and Appliances
Net Book Value
$ 47,000
1,439,355
54,290
---------
$1,540,645
==========
$ 0
804,489
51,366
--------
$855,855
========
$ 47,000
634,866
2,924
--------
$684,790
========
NOTE 6 - MORTGAGE NOTE PAYABLE:
The mortgage note payable for Sparta is the balance due on the note dated December 1, 1998 in the amount of $827,361. The loan is at a stated interest rate of 6.125% for a period of 50 years, the loan also contains a provision for an interest subsidy which reduces the effective interest rate to 2.325%. At December 31, 2005 the development was in compliance with the terms of the subsidy agreement and is receiving the reduced rate which makes the monthly payments $1,925.75.
Expected maturities of the mortgage note payable are as follows:
Year Ending Amount
----------- --------
12/31/06 5,148
12/31/07 5,263
12/31/08 5,381
12/31/09 5,501
12/31/10 5,624
Thereafter 785,964
----------
Total $ 812,881
==========
The mortgage note payable for Divernon is classified on the consolidated balance sheet as of March 31, 2006 as Liabilities related to Property held for sale and is the balance due on the note dated October 2, 1989 in the amount of $416,113. The loan is at a stated interest rate of 8.75% for a period of 50 years, the loan also contains a provision for an interest subsidy which reduces the effective interest rate to 2.35%. On November 1, 2005, Rural Development, the holder of the note, suspended mortgage payments until further notice. Interest is still being accrued from the time of the suspension. Subsequent to year-end, Gateway sold its interest in the Village Apartments of Divernon.
Expected maturities of the mortgage note payable are as follows:
Year Ending Amount
----------- --------
12/31/06 0
12/31/07 0
12/31/08 0
12/31/09 0
12/31/10 0
Thereafter 398,904
----------
Total $ 398,904
==========
NOTE 7 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Loss as described in the financial statements and the Partnership loss for tax purposes:
----
----
----
Net Loss per Financial Statements
$ (378,769)
$ (1,018,200)
$ (55,577)
Equity in Losses of Project Partnerships for tax purposes in excess of losses for financial statement purposes
(905,444)
(378,427)
(225,098)
Losses suspended for financial reporting purposes
(1,998,796)
(1,984,370)
(1,355,991)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end
219,027
58,355
17,867
Additional gain on sale for tax purposes
999,397
Items Expensed for Financial Statement purposes not expensed for Tax purposes:
Asset Management Fee
Amortization Expense
Miscellaneous Income
Capital Loss
466,433
12,885
(89,491)
------------
(356,406)
13,644
(133,949)
------------
186,980
12,913
(83,682)
(11,581)
------------
Partnership loss for tax purposes as of December 31
$(1,674,758)
============
$(3,799,353)
============
$(1,514,169)
============
December 31,
------------
December 31,
------------
December 31,
------------
Federal Low Income Housing Tax Credits (Unaudited)
$ 0
============
$ 0
============
$ 51,799
============
The Partnership's Investment in Project Partnerships is approximately $27,694,575 higher for financial reporting purposes than for tax return purposes because (i) annual tax depreciation expense is higher than financial depreciation, (ii) certain expenses are not deductible for tax return purposes and (iii) losses are suspended for financial purposes but not for tax return purposes.
The differences in the assets and liabilities of the Fund for financial reporting purposes and tax reporting purposes for the year ended March 31, 2006 are as follows:
Financial Tax
Reporting Reporting
Purposes 	 Purposes Differences
Investments in Local
Limited Partnerships $ 620,184	 $(26,903,324) $27,523,508
Other Assets $ 1,434,515 $ 758,546 $ 675,969
Liabilities $ 5,271,791 $ 21,468 $ 5,250,323
NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS:
As of March 31, 2006, the Partnership had acquired a 99% interest in the profits, losses and tax credits as a limited partner in 78 Project Partnerships, excluding the Combined Entities, which own and operate government assisted multi-family housing complexes.
Cash flows from operations are allocated according to each Partnership agreement. Upon dissolution proceeds will be distributed according to each Partnership agreement.
The following is a summary of Investments in Project Partnerships, excluding the Combined Entities at March 31, 2006:
MARCH 31, 2006
--------------
MARCH 31, 2005
--------------
Capital Contributions to Project Partner-ships and purchase price paid for limited partner interests in Project Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project Partnerships
Investment in Project Partnerships before Adjustments
Excess of investment cost over the underlying assets acquired:
Acquisition fees and expenses
Accumulated amortization of acquisition fees and expenses
Investments in Project Partnerships
$ 17,228,138
(17,245,840)
(771,541)
------------
(789,243)
2,176,055
(766,628)
------------
$ 620,184
============
$ 17,706,016
(17,607,190)
(783,455)
------------
(684,629)
2,207,576
(584,810)
------------
$ 938,137
============
(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $19,655,193 for the year ended March 31, 2006 and cumulative suspended losses of $18,592,904 for the year ended March 31, 2005 are not included.
The Partnership's equity as reflected by the Project Partnerships of $(21,204,017) differs from the Partnership's Investments in Project Partnerships before acquisition fees and expenses and amortization of $(789,243), primarily because of suspended losses on the Partnership's books.
NOTE 8 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with the Partnership's policy of presenting the financial information of the Project Partnerships, excluding the Combined Entities beginning on the date of combination, on a three month lag, below is the summarized financial information for the Series' Project Partnerships as of December 31 of each year:
----
----
----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets
Investment properties, net
Other assets
Total assets
Liabilities and Partners' Equity:
Current liabilities
Long-term debt
Total liabilities
Partners' equity
Limited Partner
General Partners
Total Partners' equity
Total liabilities and partners' equity
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income
Expenses:
Operating expenses
Interest expense
Depreciation and amortization
Total expenses
Net loss
Other partners' share of net loss
Partnerships' share of net loss
Suspended losses
Equity in Income (Loss) of Project Partnerships
$ 8,866,220
54,721,793
476,710
------------
$64,064,723
============
$ 3,673,308
83,731,653
------------
87,404,961
------------
(21,204,017)
(2,136,221)
------------
(23,340,238)
------------
$64,064,723
============
$17,514,169
9,322,311
6,997,036
3,322,115
------------
19,641,462
------------
$(2,127,293)
============
$ (21,273)
============
$(2,106,020)
1,998,796
------------
$ (107,224)
============
$ 9,373,440
59,172,763
490,196
------------
$69,036,399
============
$ 3,531,551
87,638,861
------------
91,170,412
------------
(20,002,194)
(2,131,819)
------------
(22,134,013)
------------
$69,036,399
============
$16,991,124
9,301,845
6,613,496
3,455,156
------------
19,370,497
------------
$(2,379,373)
============
$ (23,794)
============
$(2,355,579)
1,984,370
------------
$ (371,209)
============
$ 9,728,256
62,236,576
85,771
------------
$72,050,603
============
$ 3,611,898
87,934,669
------------
91,546,567
------------
(17,517,241)
(1,978,723)
------------
(19,495,964)
------------
$72,050,603
============
$16,693,028
9,016,473
6,764,573
3,436,960
------------
19,218,006
------------
$(2,524,978)
============
$ (24,304)
============
$(2,500,674)
2,272,953
------------
$ (227,721)
============
Two of the Project Partnerships, Keysville, L.P. and Rivermeade Associates sold their properties during fiscal year 2006. Gateway received sale proceeds totaling $604,258 which were distributed in December 2005 to the Limited Partners, less $4,000 in legal expenses, at $23.47 per limited partnership unit. The remaining $224 of this distribution is shown as a Distribution Payable on the Balance Sheet. As disclosed on the Statement of Operations, Gateway reported a $598,499 gain on these sales transactions.
During fiscal year 2004, two of the Project Partnerships, Clayfed Apartments, Ltd. and Westside Apartments, Ltd., sold their property in July 2003 and subsequently liquidated. The sale of the properties resulted in a gain allocated to Gateway of $769,311. Gateway received sale proceeds totaling $674,675, of which $672,675 were distributed to the Limited Partners at $26.29 per limited partnership unit.
As of December 31, 2005, the largest Project Partnership constituted 7.6% and 7.5% of the consolidated total assets and consolidated total revenues. As of December 31, 2004, the largest Project Partnership constituted 7.4% and 7.7% of the consolidated total assets and consolidated total revenues.
NOTE 9 - SUBSEQUENT EVENTS:
Subsequent to Gateway's year-end, Gateway sold its Project Partnership investment in Village Apartments of Divernon. The sale of this Project Partnerships'assets will be reflected in the financial statements for the year ended March 31, 2007. Although Gateway estimates that it will not receive any net proceeds from the sale of this Project Partnership, Gateway estimates a net gain of approximately $130,000 will be recognized in fiscal year 2007 as a result of the sale transaction.
Also subsequent to this year-end, the following fourteen Project Partnerships were actively listed for sale on a commercial marketing website: Laynecrest, Martindale, Fortville II, Summitville, Limestone Estates, Middleport, Morgantown, Robinhood Apartments, Skyview Terrace, Hunters Ridge, Centralia II, Fairview South, Southwood Apartments, and Village Apartments of Sparta.
Subsequent to Gateway's year-end, a casualty loss due to a fire was experienced at the Meadows Project Partnership. One ten unit building in this four building apartment project suffered significant damage which may ultimately, once the damage can be completely assessed, be considered to be a total loss of that building. The Project Partnership maintained casualty insurance and the insurance carrier has been notified. Gateway's investment balance in this Project Partnership as of March 31, 2006 was $0, therefore, Gateway does not expect to record any loss in its financial statements in fiscal year 2007 as a result of this event.
NOTE 10 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
Year 2006	 Quarter 1 Quarter 2 Quarter 3 Quarter 4
6/30/2005 9/30/2005 12/31/2005 3/31/2006
Total Revenues $ 63,273 $ 49,092 $ 62,920 $ 52,098
Net Income (Loss) $(182,951) $ 398,411 $(246,930) $(347,299)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (7.08) $ 12.77 $ (9.65) $ (13.59)
Year 2005 Quarter 1 Quarter 2 Quarter 3 Quarter 4
6/30/2004 9/30/2004 12/31/2004 3/31/2005
Total Revenues $ 89,870 $ 33,342 $ 44,207 $ 48,953
Net Income (Loss) $ (89,754) $(378,351) $ 61,992 $(612,087)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (3.48) $ (14.65) $ 2.40 $ (23.70)
Schoonover Boyer & Associates
383 North Front Street
Columbus, OH 43215
PHONE: 614-888-8000
FAX: 614-888-8634
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Crosstown Seniors Limited Dividend
Housing Association Limited Partnership
(A Michigan Limited Partnership)
Kalamazoo, Michigan
We have audited the accompanying balance sheets of Crosstown Seniors Limited Dividend Housing Association Limited Partnership, (a Michigan Limited Partnership), as of December 31, 2005 and 2004, and the related statements of operations, partners' equity/(deficit) and cash flows for the years then ended. 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.
We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. 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 provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Crosstown Seniors Limited Dividend Housing Association Limited Partnership, as of December 31, 2005 and 2004, and the results of its operations, changes in partners' equity/(deficit) and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ Schoonover Boyer & Associates
Columbus, Ohio
January 26, 2006
Item 9.
Item 9. Changes in and disagreements with Accountants on Accounting and Financial Disclosures
On or about January 3, 2006, Spence, Marston, Bunch, Morris & Co., Certified Public Accountants, P.C. ("SMBM") resigned as the principal independent accountant of Gateway. As explained to the Registrant by SMBM, the Registrant and its two affiliated funds were the only clients of SMBM required to file reports as a public company under the Securities Exchange Act of 1934. SMBM decided to resign due to the economic unfeasibility of providing auditing services to a small number of public company clients.
During the years ended March 31, 2005 and March 31, 2004, and the subsequent interim periods through January 3, 2006, there were no disagreements with SMBM on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of SMBM, would have caused them to make reference to the subject matter of the disagreement in connection with their report. In addition, none of the reportable events listed in Item 304(a)(1)(v) of Regulation S-K occurred with respect to the Registrant during the Registrant's two most recent fiscal years and the subsequent interim periods preceding the resignation of SMBM.
The audit reports of SMBM on the financial statements of the Registrant for the two most recent fiscal years ended March 31, 2005 and March 31, 2004 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
On January 11, 2006, Gateway engaged the firm of Reznick Group, P.C. ("Reznick") as its independent registered public accounting firm. The engagement was authorized by Gateway's audit committee. From January 1, 2004 to such date of engagement, neither Gateway nor anyone on behalf of Gateway consulted with Reznick regarding any matter requiring disclosure under Item 304(a)(2) of Regulation S-K.
Item 9a.
Item 9a. Controls and Procedures
Within 90 days prior to the filing of this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officer of the Partnership's Managing General Partner, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) was performed. Based on this evaluation, such officers have concluded that the Partnership's disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to the Partnership required to be included in this report and the Partnership's other reports that it files or submits under the Securities Exchange Act of 1934. There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of Gateway
Gateway has no directors or executive officers. Gateway's affairs are managed and controlled by the Managing General Partner. Certain information concerning the directors and officers of the Managing General Partner are set forth below.
Raymond James Tax Credit Funds, Inc. - Managing General Partner
Raymond James Tax Credit Funds, Inc. is the Managing General Partner and is responsible for decisions pertaining to the acquisition and sale of Gateway's interests in the Project Partnerships and other matters related to the business operations of Gateway. Certain officers and directors of the Managing General Partner are as follows:
Ronald M. Diner, age 62, is President and a Director. He is a Senior Vice President of Raymond James & Associates, Inc., with whom he has been employed since June 1983. Mr. Diner received an M.B.A. degree from Columbia University (1968) and a B.S. degree from Trinity College (1966). Prior to joining Raymond James & Associates, Inc., he managed the broker-dealer activities of Pittway Real Estate, Inc., a real estate development firm. He was previously a loan officer at Marine Midland Realty Credit Corp., and spent three years with Common, Dann & Co., a New York regional investment firm. He has served as a member of the Board of Directors of the Council for Rural Housing and Development, a national organization of developers, managers and syndicators of properties developed under the RECD Section 515 program, and is a member of the Board of Directors of the Florida Council for Rural Housing and Development. Mr. Diner has been a speaker and panel member at state and national seminars relating to the low-income housing credit.
J. Davenport Mosby, age 50, is a Vice President and a Director. He is a Senior Vice President of Raymond James & Associates, Inc. which he joined in 1982. Mr. Mosby received an MBA from the Harvard Business School (1982). He graduated magna cum laude with a BA from Vanderbilt University where he was elected to Phi Beta Kappa.
Raymond James Partners, Inc. -
Raymond James Partners, Inc. has been formed to act as the general partner, with affiliated corporations, in limited partnerships sponsored by Raymond James Financial, Inc. Raymond James Partners, Inc. is a general partner for purposes of assuring that Gateway and other partnerships sponsored by affiliates have sufficient net worth to meet the minimum net worth requirements of state securities administrators.
Information regarding the officers and directors of Raymond James Partners, Inc., is included on pages 51 and 52 of the Prospectus under the section captioned "Management" (consisting of pages 49 through 52 of the Prospectus) which is incorporated herein by reference.
Item 11.
Item 11. Executive Compensation
Gateway has no directors or officers.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Neither of the General Partners, nor their directors and officers, own any units of the outstanding securities of Gateway as of March 31, 2006.
Gateway is a Limited Partnership and therefore does not have voting shares of stock. To the knowledge of Gateway, no person owns of record or beneficially, more than 5% of Gateway's outstanding units.
Item 13.
Item 13. Certain Relationships and Related Transactions
Gateway has no officers or directors. However, various kinds of compensation and fees are payable to the General Partners and their affiliates during the organization and operations of Gateway. Additionally, the General Partners will receive distributions from Gateway if there is cash available for distribution or residual proceeds as defined in the Partnership agreement. The amounts and kinds of compensation and fees are described on pages 13 to 15 of the Prospectus under the caption "Management Compensation", which is incorporated herein by reference. See Note 4 of Notes to Financial Statements in Item 8 of this Annual Report on Form 10-K for amounts accrued or paid to the General Partners and their affiliates during the years ended March 31, 2006, 2005 and 2004.
The Payable to General Partners primarily represents the asset management fees owed to the General Partners at the end of the period. It is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing. Within the next 12 months, the Managing General Partner does not intend to demand payment on the portion of Asset Management Fees payable classified as long-term on the Balance Sheet.
The General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses as follows:
Asset Management Fee - The Managing General Partner is entitled to an annual asset management fee equal to 0.45% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships. The asset management fee will be paid only after all other expenses of Gateway have been paid. These fees are included in the Statements of Operations. Totals incurred for the years ended March 31, 2006, 2005 and 2004 were $464,115, $476,680, and $479,165, respectively.
General and Administrative Expenses - Raymond James Tax Credit Funds, Inc., the Managing General Partner, is reimbursed for general and administrative expenses of Gateway on an accountable basis. These expenses are included in the Statements of Operations. Totals incurred for the years ended March 31, 2006, 2005 and 2004 were $173,378, $116,631, and $117,118, respectively.
Item 14.
Item 14. Principal Accounting Fees & Services
The aggregate fees billed by the Partnership's principal accounting firm, Reznick Group, P.C., for professional services rendered for the audit of the annual financial statements and review of financial statements included in the Partnership's quarterly report on Form 10-Q for the year ended March 31, 2006 was $26,000. The aggregate fees billed by the Partnership's former principal accounting firm, Spence, Marston, Bunch, Morris and Co., during fiscal year 2006 for review of certain quarterly reports on Form 10-Q were $1,400.
The aggregate fees billed by Spence, Marston, Bunch, Morris and Co., for professional services rendered for the audit of the annual financial statements and review of financial statements included in the Partnerships quarterly reports on Form 10-Q for the year ended March 31, 2005 was $16,650.
Tax - During fiscal 2006 and 2005, Spence, Marston, Bunch, Morris & Co. was engaged to prepare the Partnership's federal tax return, for which they billed $5,500 and $5,000 for 2006 and 2005, respectively.
Other Fees - The Company's Audit Committee Charter requires that the Committee approve the engagement of the principal auditing firm prior to the rendering of any audit or non-audit services. During fiscal 2006, 100% of the audit related and other services and 100% of the tax services were pre-approved by the Audit Committee.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
a.(1) Financial Statements
(2) Financial Statement Schedules -
Schedule III - Real Estate and Accumulated Depreciation of Property Owned by Project Partnerships
All other schedules are omitted because they are not applicable or not required, or because the required information is shown either in the financial statements or in the notes thereto.
(3) Exhibit Index -
The following are included with Form S-11, Registration No. 33-18142 and amendments and supplements thereto previously filed with the Securities and Exchange Commission.
(b) Exhibit Listing
Exhibit
Number Description
3.1 Amended Certificate of Limited Partnership of Gateway Tax Credit Fund, Ltd. (Filed as
an Exhibit to Registration Statement on Form S-11, File No. 33-18142 and incorporated
herein by reference.)
4.1 The form of Partnership Agreement of the Partnership (included as Exhibit "A" to the Prospectus and incorporated herein by reference.)
16 Letter of Spence, Marston, Bunch, Morris and Co. (filed as Exhibit 16 to Report on Form
8-K filed January 12, 2006 and incorporated herein by reference.)
23 The consent of Reznick Group, P.C. (Filed herewith.)
23 The consent of Spence, Marston, Bunch, Morris & Co. (Filed herewith.)
31.1 Certification required by Rule 15d-14(a). (Filed herewith.)
31.2 Certification required by Rule 15d-14(a). (Filed herewith.)
32 Certification required by Rule 15d-14(b). (Filed herewith.)
b. Reports filed on Form 8-K
Item 4.01 Changes in Registrant's Certifying Accountant, Form 8-K (Filed January 12, 2006 and
incorporated herein by reference.)
Item 4.01 Changes in Registrant's Certifying Accountant, form 8-K (Filed January 5, 2006 and
incorporated herein by reference.)
Item 8.01 Other Events, form 8-K (Filed August 12, 2005 and incorporated herein by reference.)
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2005
The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon, as of December 31, 2005:
Partnership
-----------
Location
--------
# of
Units
-----
Mortgage Loan
Balance
-------------
Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts.
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Casa Linda
Laurel Woods
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts.
Medway, OH
Union, OH
Bernalillo, NM
Truth or Consequences, NM
Fortville, IN
Summitville, IN
Yanceyville, NC
Millsboro, DE
Perryville, MD
Georgetown, DE
Federalsburg, MD
Laurel, DE
Easton, MD
Madison, OH
Thomaston, GA
Cairo, GA
Sylacauga, AL
Monroe, GA
Silver City, NM
Ashland, VA
Kalamazoo, MI
Demopolis, AL
McDonough, GA
Fernandina Beach, FL
Limestone, ME
Beaufort, NC
Rigby, ID
Albany, KY
Burkesville, KY
Scotts Hill, TN
Gallup, NM
Cascade, ID
Middleport, NY
Columbus, NE
Morgantown, IN
Ashburn, GA
Cuthbert, GA
Melrose, FL
Crescent City, FL
Hastings, FL
Norfolk, NE
Springfield, TN
Springfield, TN
Mabank, TX
Buena Vista, GA
Elizabethtown, NC
Quitman, GA
Cherokee, AL
Milton, FL
Winder, GA
Killen, AL
Madison, NC
Greeneville, TN
Centralia, IL
Poteau, OK
Barling, AR
Booneville, AR
Augusta, KS
Farmville, VA
Kenly, NC
Athens, TX
Waggaman, LA
Middlefield, OH
Floresvile, TX
Mathis, TX
Sabinal, TX
Kingsland, TX
Crestline, OH
Poteau, OK
Decatur, AR
Broken Bow, OK
Grove, OK
Grangeville, ID
Hartwell, GA
Pulaski, VA
Jacksonville, TX
$ 1,436,805
915,775
1,435,234
1,364,203
657,163
717,734
1,441,146
1,061,509
1,060,740
1,074,752
1,132,712
1,103,920
580,508
1,162,191
1,440,536
948,680
1,379,703
1,431,861
1,349,935
1,245,492
3,741,179
1,136,507
1,360,628
1,287,349
1,125,380
1,449,431
1,399,042
721,674
723,980
401,510
1,442,027
432,153
929,200
771,647
774,376
1,032,934
804,404
456,182
993,311
685,315
2,382,487
1,435,312
1,296,173
1,089,902
643,705
1,132,255
481,578
859,950
1,060,790
1,392,105
1,144,629
1,460,099
1,180,375
784,979
562,276
869,013
1,322,973
1,882,678
1,301,535
1,311,879
1,045,135
1,009,851
1,165,758
1,016,414
856,996
592,641
828,878
1,046,403
453,924
758,389
1,454,152
1,220,692
1,126,426
657,203
1,362,313
932,957
------------
$ 83,731,653
============
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2005
The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon, as of December 31, 2005:
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2005
The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon, as of December 31, 2005:
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2005
The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon, as of December 31, 2005:
Apartment Properties
Partnership
-----------
Accumulated Depreciation
-------------
Depreciable Life
----------------
Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Casa Linda
Laurel Woods
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts.
$ 1,255,008
728,638
866,880
759,042
496,225
540,739
739,982
886,930
943,659
940,801
953,905
946,097
489,801
742,471
1,000,881
660,323
1,094,834
1,018,998
692,842
983,705
2,802,067
584,089
920,521
872,425
893,107
666,271
996,513
451,604
441,175
251,201
730,907
379,958
462,763
492,449
539,833
686,929
547,993
244,314
538,741
356,525
1,719,580
944,715
841,717
714,600
428,261
500,956
306,949
298,147
694,583
926,272
490,247
639,226
914,244
544,190
436,117
713,122
1,082,125
1,487,204
927,058
669,863
864,405
542,637
624,317
487,656
349,117
255,256
350,191
652,765
363,893
596,428
1,037,024
956,125
824,140
430,870
1,081,151
753,174
5.0 - 27.5
5.0 - 27.5
5.0 - 40.0
5.0 - 40.0
5.0 - 27.5
5.0 - 27.5
5.0 - 40.0
5.0 - 27.5
5.0 - 27.5
5.0 - 27.5
5.0 - 27.5
5.0 - 27.5
5.0 - 27.5
5.0 - 33.0
5.0 - 30.0
5.0 - 30.0
5.0 - 27.5
5.0 - 27.5
5.0 - 40.0
5.0 - 27.5
5.0 - 40.0
5.0 - 40.0
5.0 - 30.0
5.0 - 30.0
5.0 - 27.5
5.0 - 50.0
5.0 - 27.5
5.0 - 40.0
5.0 - 40.0
5.0 - 40.0
5.0 - 40.0
5.0 - 27.5
5.0 - 27.5
5.0 - 40.0
5.0 - 27.5
5.0 - 30.0
5.0 - 30.0
5.0 - 35.0
5.0 - 35.0
5.0 - 40.0
5.0 - 30.0
5.0 - 50.0
5.0 - 50.0
5.0 - 35.0
5.0 - 30.0
5.0 - 50.0
5.0 - 40.0
5.0 - 30.0
5.0 - 30.0
5.0 - 50.0
5.0 - 50.0
5.0 - 50.0
5.0 - 27.5
5.0 - 27.5
5.0 - 25.0
5.0 - 25.0
5.0 - 25.0
5.0 - 25.0
5.0 - 27.5
5.0 - 40.0
5.0 - 25.0
5.0 - 40.0
5.0 - 27.5
5.0 - 50.0
5.0 - 50.0
5.0 - 50.0
5.0 - 50.0
5.0 - 33.0
5.0 - 25.0
5.0 - 25.0
5.0 - 25.0
5.0 - 25.0
5.0 - 27.5
5.0 - 27.5
5.0 - 27.5
5.0 - 25.0
-----------
$56,049,471
===========
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2005
Reconciliation of Land, Building & Improvements current year changes:
Balance at beginning of period -
December 31, 2004
Additions during period:
Acquisitions through foreclosure
Other acquisitions
Improvements, etc.
Other
Deductions during period:
Cost of retired assets
Other
616,020
----------
(3,961,167)
----------
$ 114,116,411
616,020
(3,961,167)
------------
Balance at end of period -
December 31, 2005
$110,771,264
=============
Reconciliation of Accumulated Depreciation current year changes:
Balance at beginning of period -
December 31, 2004
Adjustment to Prior Year's Depreciation
Accumulated Depreciation of retired assets
Current year expense
$ 54,943,648
1,842
(2,216,641)
3,320,622
-----------
Balance at end of period -
December 31, 2005
$ 56,049,471
============
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2005
The following table provides certain summary information regarding the Projects in which Gateway had an interest, excluding Sparta and Divernon, as of December 31, 2005:
PARTNERSHIP
-----------
# OF
UNITS
-----
BALANCE
--------
INTEREST
RATE
--------
MONTHLY
DEBT
SERVICE
-------
TERM
(YEARS)
-------
Laynecrest
Martindale
La Villa Elena
Rio Abajo
Fortville II
Summitville
Suncrest
Brandywine III
Concord IV
Dunbarton Oaks III
Federal Manor
Laurel Apts
Mulberry Hill IV
Madison
Hannah's Mill
Longleaf Apts.
Sylacauga Garden
Monroe Family
Casa Linda
Laurel Woods
Crosstown
Riverside Apts.
Brookshire Apts.
Sandridge Apts.
Limestone Estates
Eagle's Bay
Teton View
Albany
Burkesville
Scotts Hill
Sage
Claremont
Middleport
Oakwood Apts.
Morgantown
Ashburn Housing
Cuthbert Elderly
Sandhill Forest
Oakwood Grove
Hastings Manor
Lakewood Apts.
Robinhood Apts.
Skyview Terrace
Mabank 1988
Buena Vista
Woodcroft
Spring Creek
Spring Creek
Milton Elderly
Winder Apartments
Hunters Ridge
Stone Arbor
Greeneville
Centralia II
Poteau IV
Barling
Booneville
Augusta
Meadows
Kenly Housing
Fairview South
River Road Apts.
Middlefield
Floresville
Mathis Retirement
Sabinal Housing
Kingsland Housing
Crestwood Villa II
Poteau Prop. III
Decatur Properties
Broken Bow Prop II
Turtle Creek II
Pleasant Valley
Hartwell Elderly
Pulaski Village
Southwood Apts.
$ 1,436,805
915,775
1,435,234
1,364,203
657,163
717,734
1,441,146
1,061,509
1,060,740
1,074,752
1,132,712
1,103,920
580,508
1,162,191
1,440,536
948,680
1,379,703
1,431,861
1,349,935
1,245,492
3,741,179
1,136,507
1,360,628
1,287,349
1,125,380
1,449,431
1,399,042
721,674
723,980
401,510
1,442,027
432,153
929,200
771,647
774,376
1,032,934
804,404
456,182
993,311
685,315
2,382,487
1,435,312
1,296,173
1,089,902
643,705
1,132,255
481,578
859,950
1,060,790
1,392,105
1,144,629
1,460,099
1,180,375
784,979
562,276
869,013
1,322,973
1,882,678
1,301,535
1,311,879
1,045,135
1,009,851
1,165,758
1,016,414
856,996
592,641
828,878
1,046,403
453,924
758,389
1,454,152
1,220,692
1,126,426
657,203
1,362,313
932,957
10.63%
9.50%
9.00%
9.50%
9.00%
9.00%
9.00%
9.00%
9.50%
9.00%
9.00%
9.50%
9.50%
9.50%
9.50%
9.50%
9.00%
9.00%
9.50%
9.00%
7.88%
9.25%
8.75%
9.00%
9.00%
8.75%
8.25%
9.00%
9.50%
8.75%
8.75%
9.75%
8.75%
9.50%
9.25%
8.75%
8.75%
9.00%
9.50%
9.00%
8.75%
9.75%
8.50%
8.75%
9.25%
9.00%
9.00%
11.50%
9.25%
8.75%
9.00%
9.25%
9.25%
8.75%
9.00%
9.00%
8.25%
8.75%
8.75%
8.75%
9.50%
8.75%
9.25%
9.50%
9.50%
9.00%
9.00%
9.00%
9.00%
8.75%
8.75%
9.00%
8.75%
8.75%
9.25%
8.75%
$ 13,193
7,591
11,397
11,306
5,214
5,691
11,372
8,429
8,822
8,270
8,994
9,191
4,822
9,604
11,920
7,852
10,941
11,294
11,167
9,677
36,182
8,204
10,486
10,071
8,910
11,153
10,261
5,703
5,996
3,073
11,087
3,750
7,144
6,379
6,226
7,935
6,189
3,615
8,215
5,412
18,332
11,031
9,866
8,345
5,187
8,912
4,591
5,223
8,547
10,709
9,032
11,759
9,511
6,031
4,777
7,382
10,250
14,465
10,010
11,366
8,648
9,625
8,579
8,466
7,082
4,674
6,554
8,620
3,569
5,801
11,110
9,818
8,646
5,045
10,978
7,175
------------$ 83,731,653
===========
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
By: Raymond James Tax Credit Funds, Inc.
Date: July 14 2006 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: July 14 2006 By:/s/ Jonathan Oorlog
Jonathan Oorlog
Vice President and Chief Financial Officer
Date: July 14, 2006 By:/s/ Sandra C. Humphreys
Sandra C. Humphreys
Secretary and Treasurer
EXHIBIT 31.1
CERTIFICATIONS*
I, Ron Diner, certify that:
1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund, Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information include in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: July 14, 2006 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
EXHIBIT 31.2
CERTIFICATIONS*
I, Jonathan Oorlog, certify that:
1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund, Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information include in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: July 14, 2006 By:/s/ Jonathan Oorlog
Jonathan Oorlog
Vice President and Chief Financial Officer
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
We, each hereby certify to the best of our knowledge that the Annual Report of Form 10-K of Gateway Tax Credit Fund, Ltd. for the year ended March 31, 2006 containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of Gateway.
/s/ Ronald M. Diner
President
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
July 14, 2006
/s/ Jonathan Oorlog
Vice President and Chief Financial Officer
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
July 14, 2006