<PAGE>
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 December 31, 1997
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 December 31, 1997
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 July 11, 1997
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)
COMBINED BALANCE SHEETS
December March 31,
31,1997 1997
----------- -----------
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and Cash Equivalents $ 233,359 $ 445,969
Accounts Receivable 18,238 1,426
Investments in Securities 374,098 353,436
Prepaid Insurance 74 358
Tenant Security Deposits 3,275 3,216
----------- -----------
Total Current Assets 629,044 804,405
----------- -----------
Investments in Securities 2,021,667 1,995,589
Investments in Project Partnerships, Net 3,707,646 4,562,124
Replacement Reserves 2,365 15,205
Rental Property at Cost, Net 703,298 714,682
------------ ------------
Total Assets $ 7,064,020 $ 8,092,005
============ ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 332,480 335,155
Accrued Real Estate Taxes 17,642 17,642
Tenant Security Deposits 3,500 2,980
Accrued Management Fees 17,030 5,177
------------ ------------
Total Current Liabilities 370,652 360,954
------------ ------------
Long-Term Liabilities:
Payable to General Partners 2,170,871 2,100,459
Mortgage Notes Payable 822,897 822,897
------------ ------------
Total Long-Term Liabilities 2,993,768 2,923,356
Minority Interest in Local Limited
Partnership (27,540) (27,540)
Partners' Equity 3,727,140 4,835,235
------------ ------------
Total Liabilities and Partners'
Equity $ 7,064,020 $ 8,092,005
============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
COMBINED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED DECEMBER 31,
(Unaudited)
1997 1996
---- ----
Revenues:
Rental $ 40,713 $ 0
Interest Subsidy 0 0
Interest Income 161,785 166,878
Miscellaneous 1,753 0
----------- -----------
Total Revenues 204,251 166,878
----------- -----------
Expenses:
Asset Management Fee-General Partner 375,810 376,749
General and Administrative:
General Partner 22,730 18,660
Other 35,273 41,271
Rental Operating Expenses 46,931 0
Interest 5,600 0
Depreciation 27,135 0
Amortization 22,605 26,970
------------ ------------
Total Expenses $ 536,084 $ 463,650
Loss Before Equity in Losses of Project
Partnerships (331,833) (296,772)
Equity in Losses of Project Partnerships (776,632) (1,105,944)
Minority Interest in Loss of Combined
Project Partnership 370 0
------------ ------------
Net Loss $(1,108,095) $(1,402,716)
============ ============
Allocation of Net Loss:
Limited Partners $(1,097,014) $(1,388,689)
General Partners (11,081) (14,027)
------------ ------------
$(1,108,095) $(1,402,716)
============ ============
Net Loss Per Number of Limited
Partnership Units $ (42.91) $ (54.32)
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)
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31,
(Unaudited)
1997 1996
---- ----
Revenues:
Rental $ 12,164 $ 0
Interest Subsidy 0 0
Interest Income 52,696 54,806
Miscellaneous 517 0
----------- -----------
Total Revenues 65,377 54,806
----------- -----------
Expenses:
Asset Management Fee-General Partner 125,270 125,583
General and Administrative:
General Partner 7,017 6,209
Other 7,516 12,828
Rental Operating Expenses 17,624 0
Interest 1,400 0
Depreciation 9,045 0
Amortization 7,535 8,990
------------ ------------
Total Expenses $ 175,407 $ 153,610
Loss Before Equity in Losses of Project
Partnerships (110,030) (98,804)
Equity in Losses of Project Partnerships (206,069) (414,334)
Minority Interest in Loss of Combined
Project Partnership 153 0
------------ ------------
Net Loss $ (315,946) $ (513,138)
============ ============
Allocation of Net Loss:
Limited Partners (312,787) (508,007)
General Partners (3,159) (5,131)
------------ ------------
$ (315,946) $ (513,138)
============ ============
Net Loss Per Number of Limited
Partnership Units $ (12.23) $ (19.87)
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)
COMBINED STATEMENTS OF PARTNERS' EQUITY
FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996
(Unaudited)
Limited General
Partners Partners Total
--------- -------- -----
Balance at March 31, 1996 $ 6,759,422 $ (157,975) $ 6,601,447
Net Loss (1,388,689) (14,027) (1,402,716)
------------- ------------ -------------
Balance at December 31, 1996 $ 5,370,733 $ (172,002) $ 5,198,731
============= ============ =============
Balance at March 31, 1997 $ 5,010,872 $ (175,637) $ 4,835,235
Net Loss (1,097,014) (11,081) (1,108,095)
------------- ------------ -------------
Balance at December 31, 1997 $ 3,913,858 $ (186,718) $ 3,727,140
============= ============ =============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996
(Unaudited)
1997 1996
---- ----
Cash Flows from Operating Activities:
Net Loss $(1,108,095) $(1,402,716)
Adjustments to Reconcile Net Loss to Net
Cash Provided by (Used in) Operating
Activities:
Amortization 22,605 26,970
Depreciation 27,135 0
Accreted Interest Income on Investments in
Securities (146,740) (155,693)
Equity in Losses of Project Partnerships 776,632 1,105,944
Minority Interest in Losses of Combined
Project Partnership (370) 0
Interest Income from Redemption of
Securities 25,091 18,321
Payment of Asset Management Fee (305,398) (302,400)
Changes in Operating Assets and
Liabilities:
Decrease in Accounts Receivable (16,812) (30,738)
Decrease in Prepaid Insurance 284 0
Decrease in Accounts Payable 17,030 0
Increase in Replacement Reserves 12,840 0
Decrease in Security Deposits 461 0
Decrease in Accrued Management Fees (5,177) 0
Increase in Payable to General Partners 373,135 370,345
----------- -----------
Net Cash Used in Operating Activities (327,379) (369,967)
----------- -----------
Cash Flows from Investing Activities:
Distributions Received from Project
Partnerships 55,610 51,999
Redemption of Investment in Securities 74,909 77,679
Purchase of Equipment (15,750) 0
----------- -----------
Net Cash Provided by (Used in) Investing 114,769 129,678
Activities ----------- -----------
Increase (Decrease) in Cash and Cash (212,610) (240,289)
Equivalents 445,969 403,542
Cash and Cash Equivalents at Beginning of Year ----------- -----------
$ 233,359 $ 163,253
Cash and Cash Equivalents at End of Year =========== ===========
Supplemental Cash Flow Information:
Interest Paid $ 5,600 $ 0
========= =========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
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 Raymond James Tax Credit Funds, 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:
Combined Statements
The accompanying statements include, on a combined basis, the accounts of
Gateway and Village Apartments of Sparta Limited Partnership ("Combined
Entity"), a Project Partnership in which Gateway has invested. As of October
1, 1996, an affiliate of Gateway's Managing General Partner, Value Partners,
Inc. became the general partner of the Combined Entity. Since the general
partner of the Combined Entity is now an affiliate of Gateway, these combined
financial statements include the financial activity of the Combined Entity
for the nine months ended December 31, 1997. All significant intercompany
balances and transactions have been eliminated. Gateway has elected to
report the results of operations of the Combined Entity on a 3-month lag
basis, consistent with the presentation of financial information of all
Project Partnerships.
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 Entity, 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.
Capitalization and Depreciation
Land, buildings and improvements are recorded at cost and 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
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
Effective April 1, 1995, 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 1996 and 1995 figures have been reclassified, where
appropriate, to conform with the financial statement presentation used in
1997.
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, 1997. 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 December 31, 1997 Balance Sheet includes Investments in Securities
equal to $2,395,765 ($374,098 and $2,021,667). These investments consist of
U. S. Treasury Security Strips at their cost, plus accreted interest income
of $1,055,224. The estimated market value at December 31, 1997 of these debt
securities is $2,591,026 resulting in a gross unrealized gain of $195,261.
As of December 31, 1997, the cost and accreted interest by contractual
maturities is as follows:
Due within 1 year $ 374,098
After 1 year through 5 years 1,391,923
After 5 years through 10 years 629,744
----------
Total Amount Carried on Balance Sheet $2,395,765
==========
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:
1997 1996
--------- --------
Asset Management Fee $375,810 $376,749
General and Administrative Expenses 22,730 18,660
NOTE 5 - PROPERTY, PLANT AND EQUIPMENT
A summary of the property, plant and equipment is as follows at December 30,
1997:
Accumulated Book
Cost Depreciation Value
----------- ----------- ------
Land $ 32,000 $ 0 $ 32,000
Buildings 945,188 276,434 668,754
Furniture and Appliances 21,458 18,914 2,544
----------- ---------- ----------
Net Book Value $ 998,646 $ 295,348 $ 703,298
=========== ========== ==========
NOTE 6 - MORTGAGE NOTE PAYABLE
The mortgage note payable is the balance due on the note dated May 10, 1989
in the amount of $829,545. The loan is at a stated interest rate of 9.5% for
a period of 50 years, the loan also contains a provision for an interest
subsidy which reduces the effective interest rate to 2.4%. At December 31,
1996 the development was in financial trouble and RHS ("Rural Housing
Services") had adjusted loan payments to $700 per month for 24 months
beginning October 1, 1996 through September 30, 1998. These payments are
expected to pay the interest due during this period and no reduction to
principal will occur. If the development is in compliance with the terms of
the subsidy agreement the monthly payments are expected to be $1,760
beginning October 1, 1998.
Expected maturities of the mortgage note payable are as follows:
Year Ending Amount
----------- ------
12/31/97 $ 0
12/31/98 342
12/31/99 1,391
12/31/00 1,424
12/31/01 1,459
Thereafter 818,281
-----------
Total $ 822,897
===========
<PAGE>
NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS:
As of December 31, 1997, the Partnership owned a 99% limited partner
ownership interest in 81 Project Partnerships, excluding the Combined Entity
at March 31, 1997, which own and operate government assisted multi-family
housing complexes.
The following is a summary of Investments in Project Partnerships,
excluding the Combined Entity:
DECEMBER 31, MARCH 31,
1997 1997
-------------- ----------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 18,061,129 $ 18,061,129
Accumulated accretion/(amortization) of the
excess of the book value of the underlying
assets of Project Partnerships over the (62,458) (64,627)
purchase price (1)
Cumulative equity in losses of Project
Partnerships (2) (15,517,681) (14,741,418)
Cumulative distributions received from
Project Partnerships (552,896) (497,286)
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 (475,163) (450,389)
------------ ------------
Investments in Project Partnerships $ 3,707,646 $ 4,562,124
============ ============
(1) Includes amounts representing the excess of purchase price over the book
value of the underlying assets of the Project Partnerships. At December 31,
1997 these excess costs were $566,298 and at March 31, 1997 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 $3,686,843 for the period ended December 31, 1997 and cumulative suspended
losses of $2,821,826 for the year ended March 31, 1997 are not included.
<PAGE>
NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with the Partnership's policy of presenting the financial
information of the Project Partnerships, excluding the Combined Entity
beginning on the date of combination, on a three month lag, below is the
summarized financial information for the Series' Project Partnerships as of
September 30 of each year:
1997 1996
---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 9,142,759 $ 8,844,205
Investment properties, net 83,720,144 87,545,364
Other assets 285,782 315,901
------------ ------------
Total assets $93,148,685 $96,705,470
============ ============
Liabilities and Partners' Equity:
Current liabilities 2,850,214 2,848,057
Long-term debt 93,114,402 94,169,486
------------ ------------
Total liabilities 95,964,616 97,017,543
------------ ------------
Partners' equity
Limited Partner (1,051,262) 708,902
General Partners (1,764,669) (1,020,975)
------------ ------------
Total Partners' equity (2,815,931) (312,073)
------------ ------------
Total liabilities and partners' equity $93,148,685 $96,705,470
============ ============
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income $ 8,854,331 $ 8,698,022
Expenses:
Operating expenses 5,454,843 5,284,253
Interest expense 2,361,709 2,298,866
Depreciation and amortization 2,733,021 2,748,968
------------ ------------
Total expenses 10,549,573 10,332,087
Net loss $(1,695,242) $(1,634,065)
============ ============
Other partners' share of net loss $ (16,952) $ (16,341)
Partnerships' share of net loss (1,678,290) (1,617,724)
Suspended losses 865,017 511,780
------------ ------------
Equity in Losses of Project Partnerships $ (813,273) $(1,105,944)
============ ============
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations -
As disclosed on the Statements of Operations, interest income was
comparable for the nine and three months ended December 31, 1997 and 1996.
Total expense for the nine and three months ended December 31, 1997 increased
as compared to the nine and three months ended December 31, 1996 primarily as
a result of combining the operating expenses of Sparta.
Equity in Losses of Project Partnerships for the nine months ended December
31, 1997 decreased from $1,105,944 for the nine months ended December 31,
1996 to $776,632 as a result of not including losses of $865,017 in 1997 as
compared to $511,780 in 1996, as these losses would reduce the investment in
certain Project Partnerships below zero. 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 $1,108,095 for the nine months
ended December 31, 1997. However, after adjusting for amortization, accreted
interest income, interest income from the redemption in securities, payment
of Asset Management Fees, the changes in operating assets and liabilities,
and the equity in losses of Project Partnerships, net cash used in operating
activities was $327,379. The net cash provided by investing activities was
$114,769 consisting of $55,610 in cash distributions received from Project
Partnerships, the maturity of Zero Coupon Treasuries for $74,909, reduced by
$15,750 for the purchase of equipment.
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, 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 December 31, 1997, Gateway had $233,359 of short term
investments (Cash and Cash Equivalents). It also had $2,395,765 in Zero
Coupon Treasuries with maturities providing $397,000 in fiscal year 1999
increasing to $514,000 in fiscal year 2004. 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.
<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:
Raymond James Tax Credit Funds, Inc.
Date: February 11, 1998 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: February 11, 1998 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 DECEMBER 31, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> DEC-31-1997
<CASH> 233,359
<SECURITIES> 2,395,765
<RECEIVABLES> 18,238
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 629,044
<PP&E> 998,646
<DEPRECIATION> 298,348
<TOTAL-ASSETS> 7,064,020
<CURRENT-LIABILITIES> 370,652
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,727,140
<TOTAL-LIABILITY-AND-EQUITY> 7,064,020
<SALES> 0
<TOTAL-REVENUES> 204,251
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 530,484
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,600
<INCOME-PRETAX> (1,108,095)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,108,095)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,108,095)
<EPS-PRIMARY> (42.91)<F1>
<EPS-DILUTED> (42.91)<F1>
<FN>
<F1>EPS IS NET LOSS PER $1,000 LIMITED PARTNERSHIP UNIT
</FN>
</TABLE>
