UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 30, 1996
Commission File Number 0-17711
Gateway Tax Credit Fund, Ltd.
(Exact name of Registrant as specified in its charter)
Florida 59-2852555
(State or other jurisdiction of ( I.R.S. Employer No.)
incorporation or organization)
880 Carillon Parkway, St. Petersburg, Florida 33716
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (813)573-3800
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
Number of Units
Title of Each Class September 30, 1996
Units of Limited Partnership
Interest: $1,000 per unit 25,566
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II, 1995 Form 10-K, filed with the
Securities and Exchange Commission on June 27, 1996
Parts III and IV - Form S-11 Registration Statement
and all amendments and supplements thereto
File No. 33-18142
<PAGE>
PART I - Financial Information
Item 1. Financial Statements
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
SEPTEMBER 30, MARCH 31,
1996 1996
----------- ----------
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and Cash Equivalents $ 213,672 $ 403,542
Accounts Receivable 997 0
Investments in Securities 348,032 336,350
----------- ----------
Total Current Assets 562,701 739,892
Investments in Securities 2,159,520 2,164,058
Investments in Project
Partnerships, Net 5,174,061 5,935,650
----------- ----------
Total Assets $7,896,282 $8,839,600
=========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 330,367 $ 333,494
Long-Term Liabilities:
Payable to General Partners 1,854,046 1,904,659
Partners' Equity:
Limited Partners (25,566
units outstanding at
September 30, 1996 and
March 31, 1996) 5,878,740 6,759,422
General Partners (166,871) (157,975)
----------- ----------
Total Partners' Equity 5,711,869 6,601,447
----------- ----------
Total Liabilities and
Partners Equity $7,896,282 $8,839,600
=========== ==========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:
1996 1995
----------- ----------
Revenues:
Interest Income $ 56,154 $ 58,585
----------- ----------
Expenses:
Asset Management Fee-
General Partner 125,583 125,870
General and Administrative-
General Partner 6,246 3,727
General and Administrative-
Other 19,106 19,775
Amortization 8,990 12,203
----------- ----------
Total Expenses 159,925 161,575
Loss Before Equity in Losses of
Project Partnerships (103,771) (102,990)
Equity in Losses of Project
Partnerships (369,107) (499,523)
----------- ----------
Net Loss $ (472,878) $ (602,513)
=========== ===========
Allocation of Net Loss:
Limited Partners $ (468,149) $ (596,488)
General Partners (4,729) (6,025)
----------- -----------
$ (472,878) $ (602,513)
=========== ===========
Net Loss Per Limited
Partnership Unit $ (18.31) $ (23.33)
Number of Limited
Partnership Units Outstanding 25,566 25,566
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:
1996 1995
----------- ----------
Revenues:
Interest Income $ 112,072 $ 115,949
----------- ----------
Expenses:
Asset Management Fee-
General Partner 251,166 251,740
General and Administrative-
General Partner 12,451 12,083
General and Administrative-
Other 28,443 31,730
Amortization 17,980 24,406
----------- ----------
Total Expenses 310,040 319,959
Loss Before Equity in Losses of
Project Partnerships (197,968) (204,010)
Equity in Losses of Project
Partnerships (691,610) (826,784)
----------- ----------
Net Loss $ (889,578) $ (1,030,794)
=========== ===========
Allocation of Net Loss:
Limited Partners $ (880,682) $ (1,020,486)
General Partners (8,896) (10,308)
----------- -----------
$ (889,578) $ (1,030,794)
=========== ===========
Net Loss Per Limited
Partnership Unit $ (34.45) $ (39.92)
Number of Limited
Partnership Units Outstanding 25,566 25,566
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
(Unaudited)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:
General
Limited Partners' Total
Partners' Equity Partners'
Equity (Deficit) Equity
----------- ----------- -----------
Balance at
March 31, 1995 $ 8,251,645 $ (142,902) $ 8,108,743
Net Loss (1,020,486) (10,308) (1,030,794)
------------ ----------- ------------
Balance at
September 30, 1995 $ 7,231,159 $ (153,210) $ 7,077,949
============ =========== ============
Balance at
March 31, 1996 $ 6,759,422 $ (157,975) $ 6,601,447
Net Loss (880,682) (8,896) (889,578)
------------ ----------- ------------
Balance at
September 30, 1996 $ 5,878,740 $ (166,871) $ 5,711,869
============ =========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:
1996 1995
---------- ---------
Cash Flows from Operating Activities:
Net Loss $ (889,578) $(1,030,794)
Adjustments to Reconcile Net Loss to
Net Cash Used in Operating Activities:
Amortization 17,980 24,406
Accreted Interest Income
on Investments in Securities (103,145) (107,824)
Equity in Losses of
Project Partnerships 691,610 826,784
Interest Income from Redemption
in Securities 18,321 11,702
Changes in Operating Assets
and Liabilities:
Increase in Accounts Receivable (997) 0
Increase in Payable to
General Partners (53,739) (49,421)
----------- ---------
Net Cash Used in
Operating Activities (319,548) (325,147)
Cash Flows from Investing Activities:
Redemption of Investment in Securities 77,679 79,298
Distributions Received from
Project Partnerships 51,999 58,675
---------- ----------
Net Cash Provided by
Investing Activities 129,678 137,973
Increase (Decrease) in Cash and
Cash Equivalents (189,870) (187,174)
Cash and Cash Equivalents at
Beginning of Year 403,542 323,944
----------- ----------
Cash and Cash Equivalents at
End of Year $ 213,672 $ 136,770
========== ==========
See accompanying notes to financial statements.<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
September 30, 1996
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
expected to 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 RJ Credit Partners, Inc.,
wholly-owned subsidiaries of Raymond James Financial, Inc., are the
General Partner and Managing General Partner, respectively. The
Managing General Partner manages and controls the business of
Gateway.
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:
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")
using the equity method of accounting 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,
3) Decreased for the amortization of the acquisition fees and
expenses,
4) In certain Project Partnerships, where Gateway's investment
was greater than Gateway's pro-rata share of the book value of
the underlying assets, decreased for the amortization of the
difference; and
5) In certain Project Partnerships, where Gateway's investment
was less than Gateway's pro-rata share of the book value of the
underlying assets, increased for the accretion of the
difference.
Amortization and accretion are calculated on a straight-line
basis over 35 years, as this is the average estimated useful life
of the underlying assets. The net amortization and accretion are
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.
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.
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.
Investment in Securities
Effective April 1, 1994, Gateway adopted 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. Treasury Security Strips) until
maturity and to use these reserves to fund Gateway's ongoing
operations. Interest income is recognized ratably on the U.S.
Treasury Strips using the effective yield to maturity.
Offering and Commission Costs
Offering and commission costs were charged against Limited
Partners' Equity upon the admission of Limited Partners.
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, the 1995 figures have been reclassified, where
appropriate, to conform with the financial statement presentation
used in 1996.
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.
Fair Value of Financial Instruments
The fair value of investment securities is discussed in Note 3.
The fair value of current assets and current liabilities is assumed
to be equal to their reported carrying amounts due to their short
term nature. It is not practicable to estimate the fair value of
the long term payable to the general partner because it is
attributable to a related party transaction for which there would
be no fair market equivalent.
Basis of Preparation
The unaudited financial statements presented herein have been
prepared in accordance with the instructions to Form 10-Q and do
not include all of the information and note disclosures required by
generally accepted accounting principles. These statements should
be read in conjunction with the financial statements and notes
thereto included with the Partnership's Form 10-K for the year
ended March 31, 1996. In the opinion of management these financial
statements include adjustments, consisting only of normal recurring
adjustments, necessary to fairly summarize the Partnership's
financial position and results of operations. The results of
operations for the periods may not be indicative of the results to
be expected for the year.
NOTE 3 - INVESTMENT IN SECURITIES:
The September 30, 1996 Balance Sheet includes Investments in
Securities equal to $2,507,552 ($348,032 and $2,159,520). These
investments consist of U. S. Treasury Security Strips at their
cost, plus accreted interest income of $948,525. The estimated
market value at September 30, 1996 of these debt securities is
$2,686,043 resulting in a gross unrealized gain of $178,491.
As of September 30, 1996, the cost and accreted interest by
contractual maturities is as follows:
Due within 1 year $ 348,032
After 1 year through 5 years 1,294,517
After 5 years through 10 years 865,003
----------
Total Amount Carried on Balance Sheet $2,507,552
==========
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 twelve 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 incurred by the
Partnership for the six months ended September 30, 1996 and 1995:
1996 1995
--------- ---------
Asset Management Fee $251,166 $251,740
General and
Administrative Expenses 12,451 12,083
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:
As of September 30, 1996, the Partnership owned a 99% limited
partner ownership interest in 82 Project Partnerships which own and
operate government assisted multi-family housing complexes.
The following is a summary of Investments in Project
Partnerships:
SEPTEMBER 30, MARCH 31,
1996 1996
------------- -----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 18,212,885 $ 18,212,885
Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1) (66,737) (67,517)
Cumulative equity in losses of
Project Partnerships (2) (14,328,671) (13,637,061)
Cumulative distributions received
from Project Partnerships (462,012) (410,013)
Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 2,254,715 2,254,715
Accumulated amortization of
acquisition fees and expenses (436,119) (417,359)
------------- -----------
Investments in
Project Partnerships $5,174,061 $5,935,650
============ ===========
(1) Includes amounts representing the excess of purchase price over
the book value of the underlying assets of the Project
Partnerships. At September 30, 1996 and March 31, 1996 these
excess costs were $579,459.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $2,090,864 for the period ended September 30,
1996 and cumulative suspended losses of $1,740,370 for the year
ended March 31, 1996 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information of all 82
Project Partnerships as of June 30 of each year:
1996 1995
SUMMARIZED BALANCE SHEETS ------------ ------------
Assets:
Current assets $ 8,522,300 $ 8,087,954
Investment properties, net 88,425,473 91,248,974
Other assets 334,504 349,407
-------------- -----------
Total assets $ 97,282,277 $ 99,686,335
============== ===========
Liabilities and Partners' Equity
Current liabilities $ 2,854,507 $ 2,907,026
Long-term debt 94,158,408 94,536,188
------------- ------------
Total liabilities 97,012,915 97,443,214
Partners' Equity
Limited Partner 1,284,522 3,014,687
General Partners (1,015,160) (771,566)
------------- ------------
269,362 2,243,121
Total liabilities and
partners' equity $ 97,282,277 $ 99,686,335
============= ============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 5,732,629 $ 6,012,635
Expenses:
Operating expenses 3,539,181 3,408,986
Interest expense 1,408,925 1,901,646
Depreciation and amortization 1,837,153 1,843,208
------------ ------------
Total expenses 6,785,259 7,153,840
Net loss $ (1,052,630) $ (1,141,205)
============ ============
Other partners' share
of net loss $ (10,526) $ (11,412)
Partnership's share of net loss $ (1,042,104) $ (1,129,793)
Suspended loss 350,494 303,009
----------- -----------
Equity in Loss of
Project Partnerships $ (691,610) $ (826,784)
=========== ===========
As of June 30, 1996 and for the six months then ended, the largest
Project Partnership constitutes 6.4% of the combined total assets
and 10.5% of the combined total revenues.<PAGE>
NOTE 6 - SUBSEQUENT EVENTS:
On October 1, 1996 Value Partners, Inc. became the sole general
partner of Village Apartments of Sparta Limited Partnership
("Sparta"), replacing the former general partners. Value Partners,
Inc. is an affiliate of RJ Credit Partners, Inc., the managing
general partner of Gateway. Sparta is a 24 unit property located
in Sparta, Illinois in which Gateway invested as the sole limited
partner on August 1, 1989.
High vacancy rates due to the closure of a major area employer
and excessive real estate taxes have caused Sparta to experience
operating cash shortages and deferred maintenance. Effective
October 1, 1996, a problems resolution plan has been executed
between the mortgage lender (RHS) and the Project Partnership.
Under the terms of the problems resolution plan, a new property
management company has been hired and Gateway has agreed to loan
Sparta approximately $35,000 to pay delinquent real estate taxes
and to complete various maintenance requirements.
Management does not expect any material adverse effect to Gateway
as a result of the above referenced actions.
<PAGE>
GATEWAY TAX CREDIT FUND, LTD
(A Florida Limited Partnership)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
September 30, 1996
Results of Operations -
As disclosed on the Statements of Operations, interest income for
the six and three months ended September 30, 1996 was comparable to
the six and three months ended September 30, 1995. Total expenses
were also comparable for the same periods.
Equity in Losses of Project Partnerships for the six months ended
September 30, 1996 and 1995 were comparable. In general, it is
common in the 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 had a net loss of $889,578 for the six
months ended September 30, 1996. However, after adjusting for
amortization, accreted interest income, interest income from the
redemption in securities, the changes in operating assets and
liabilities, and the equity in losses of Project Partnerships, net
cash used in operating activities was $319,548. The net cash
provided by investing activities was $129,678 consisting of $77,679
from matured Zero Coupon Treasuries and $51,999 in cash
distributions received from Project Partnerships.
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.
The sources of funds to pay the operating costs are short term
investments and interest earned thereon, the maturity of U.S.
Treasury Security Strips ("Zero Coupon Treasuries") which were
purchased with funds set aside for this purpose, and cash
distributed to Gateway from the operations of the Project
Partnerships. At September 30, 1996, Gateway had $213,672 of short
term investments (Cash and Cash Equivalents). It also had
$2,507,552 in Zero Coupon Treasuries. 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.
There were no cash distributions paid in the six month period
ended September 30, 1996 and management does not anticipate
distributions in the foreseeable future.
<PAGE>
PART II. OTHER INFORMATION
Item 6 - Exhibit and Reports on Form 8-K
a. Exhibits - NONE
b. Reports filed on Form 8-K - NONE
<PAGE>
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: RJ Credit Partners, Inc.
Managing General Partner
Date: November 12, 1996 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: November 12, 1996 By:/s/ Sandra L. Furey
Sandra L. Furey
Secretary and Treasurer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1996
<CASH> 213,672
<SECURITIES> 2,507,552
<RECEIVABLES> 997
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 562,701
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,896,282
<CURRENT-LIABILITIES> 330,367
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,711,869
<TOTAL-LIABILITY-AND-EQUITY> 7,896,282
<SALES> 0
<TOTAL-REVENUES> 112,072
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 310,040
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (889,578)
<INCOME-TAX> 0
<INCOME-CONTINUING> (889,578)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (889,578)
<EPS-PRIMARY> (34.45)<F1>
<EPS-DILUTED> (34.45)<F1>
<FN>
<F1>EPS IS NET LOSS PER $1,000 LIMITED PARTNERSHIP UNIT.
</FN>
</TABLE>
