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 June 30, 2000
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: (727)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 June 30, 2000
Units of Limited Partnership
Interest: $1,000 per unit 25,566
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and II, 1998 Form 10-K, filed with the
Securities and Exchange Commission on July 12, 2000
Parts III and IV - Form S-11 Registration Statement
and all amendments and supplements thereto
File No. 33-18142
PART I - Financial Information
Item 1. Financial Statements
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
COMBINED BALANCE SHEETS
June 30, March 31,
2000 2000
----------- -----------
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash and Cash Equivalents $ 845,019 $ 823,494
Accounts Receivable 1,837 2,786
Investments in Securities 423,426 414,814
Prepaid Insurance 389 389
Tenant Security Deposits 13,072 5,413
----------- ------------
Total Current Assets 1,283,743 1,246,896
----------- ------------
Investments in Securities 1,299,501 1,272,923
Investments in Project Partnerships, Net 2,359,541 2,500,833
Replacement Reserves 12,125 7,795
Rental Property at Cost, Net 938,217 952,107
------------ ------------
Total Assets $ 5,893,127 $ 5,980,554
============ ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 324,774 $ 341,758
Accounts Payable 6,778 1,025
Accrued Real Estate Taxes 22,663 22,663
Tenant Security Deposits 6,300 6,500
Accrued Management Fees 0 0
------------ -------------
Total Current Liabilities 360,515 371,946
------------ -------------
Long-Term Liabilities:
Payable to General Partners 2,785,141 2,663,740
Mortgage Notes Payable 1,247,442 1,247,442
------------ -------------
Total Long Term Liabilities 4,032,583 3,911,182
------------ -------------
Minority Interest in Local Limited
Partnerships (16,943) (16,713)
------------ ------------
Partners' Equity (Deficit):
Limited Partners (25,566 units out-
standing at June 30 and March 31, 2000) 1,725,792 1,920,987
General Partners (208,820) (206,848)
------------ ------------
Total Partners' Equity 1,516,972 1,714,139
------------ ------------
Total Liabilities and Partners'
Equity $ 5,893,127 $ 5,980,554
============ ============
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
COMBINED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30,
(Unaudited)
2000 1999
---- ----
Revenues:
Rental $ 29,974 $ 28,977
Interest Subsidy 0 0
Interest Income 46,661 47,880
Miscellaneous 949 1,204
----------- -----------
Total Revenues 77,584 78,061
----------- -----------
Expenses:
Asset Management Fee-General Partner 124,170 124,573
General and Administrative:
General Partner 7,008 6,697
Other 9,153 10,244
Rental Operating Expenses 25,680 15,732
Interest 14,529 6,128
Depreciation 13,890 13,617
Amortization 4,171 5,525
------------ ------------
Total Expenses 198,601 182,516
Loss Before Equity in Losses of Project
Partnerships (121,017) (104,455)
Equity in Losses of Project Partnerships (76,380) (162,095)
Minority Interest in Loss of Combined
Project Partnerships 230 52
------------ ------------
Net Loss $ (197,167) $ (266,498)
============ ============
Allocation of Net Loss:
Limited Partners $ (195,195) $ (263,833)
General Partners (1,972) (2,665)
------------ ------------
$ (197,167) $ (266,498)
============ ============
Net Loss Per Number of Limited
Partnership Units $ (7.63) $ (10.32)
Number of Limited Partnership Units ============ ============
Outstanding 25,566 25,566
============ ============
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
COMBINED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
General
Limited Partners
Partners (Deficit) Total
--------- -------- -----
Balance at March 31, 1999 $ 2,789,607 $ (198,074) $ 2,591,533
Net Loss (263,833) (2,665) (266,498)
------------- ------------ -------------
Balance at June 30, 1999 $ 2,525,774 $ (200,739) $ 2,325,035
============= ============ =============
Balance at March 31, 2000 $ 1,920,987 $ (206,848) $ 1,714,139
Net Loss (195,195) (1,972) (197,167)
------------- ------------ -------------
Balance at June 30, 2000 $ 1,725,792 $ (208,820) $ 1,516,972
============= ============ =============
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
2000 1999
---- ----
Cash Flows from Operating Activities:
Net Loss
Adjustments to Reconcile Net Loss to Net $ (197,167) $ (266,498)
Cash Used in Operating Activities:
Amortization 4,171 5,525
Depreciation 13,890 13,617
Accreted Interest Income on Investments in
Securities (35,190) (40,457)
Equity in Losses of Project Partnerships 76,380 162,095
Minority Interest in Losses of Combined
Project Partnerships (230) (52)
Changes in Operating Assets and Liabilities:
Decrease in Accounts Receivable 949 3,552
Increase in Prepaid Insurance 0 (460)
Increase (Decrease) in Accounts Payable 5,753 (2,452)
(Increase) Decrease in Replacement Reserves (4,330) 5,115
Increase in Security Deposits (7,859) (7,949)
Increase in Payable to General Partners 104,417 125,197
----------- ------------
Net Cash Used in Operating Activities (39,216) (2,767)
----------- ------------
Cash Flows from Investing Activities:
Distributions Received from Project
Partnerships 60,741 41,168
----------- ------------
Net Cash Provided by Investing Activities 60,741 41,168
----------- ------------
Increase in Cash and Cash Equivalents 21,525 38,401
Cash and Cash Equivalents at Beginning of
Period 823,494 661,293
----------- -----------
Cash and Cash Equivalents at End of Period $ 845,019 $ 699,694
=========== ===========
Supplemental Cash Flow Information:
Interest Paid $ 0 $ 6,128
=========== ==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
NOTES TO COMBINED FINANCIAL STATEMENTS
JUNE 30, 2000
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 ,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 combined financial statements include the
financial activity of the Combined Entities for the three months ended June
30, 2000. 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.
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.
Amortization is calculated on a straight-line basis over 35 years, as this
is the average estimated useful life of the underlying assets. The
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 recognizes a decline in the carrying value of its investment in the
Project Partnerships when there is evidence of a non-temporary decline in the
recoverable amount of the investment. There is a possibility that the
estimates relating to reserves for non-temporary declines in carrying value
of the investments in Project Partnerships may be subject to material near
term adjustments.
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.
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 1999 and 1998 figures have been reclassified, where
appropriate, to conform with the financial statement presentation used in
2000.
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, 2000. 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 June 30, 2000 Balance Sheet includes Investments in Securities equal to
$1,722,927 ($423,426 and $1,299,501). These investments consist of U. S.
Treasury Security Strips at their cost, plus accreted interest income of
$929,308. The estimated market value at June 30, 2000 of these debt
securities is $1,795,504 resulting in a gross unrealized gain of $72,577.
As of June 30, 2000, the cost and accreted interest by contractual
maturities is as follows:
Due within 1 year $ 423,426
After 1 year through 5 years 1,299,501
After 5 years through 10 years 0
----------
Total Amount Carried on Balance Sheet $ 1,722,927
==========
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:
2000 1999
---------- ----------
Asset Management Fee $124,170 $124,573
General and Administrative Expenses 7,008 6,697
NOTE 5 - RENTAL PROPERTY
A summary of the rental property is as follows at June 30, 2000:
Accumulated Book
Cost Depreciation Value
---------- ------------ ---------
Land $ 47,000 $ 0 $ 47,000
Buildings 1,421,429 540,459 880,970
Furniture and Appliances 49,991 39,744 10,247
--------- --------- ---------
Net Book Value $1,518,420 $ 580,203 $ 938,217
========= ========= =========
A summary of the rental property is as follows at June 30, 1999:
Accumulated Book
Cost Depreciation Value
-------- -------------- -------
Land $ 47,000 $ 0 $ 47,000
Buildings 1,417,868 488,461 929,407
Furniture and Appliances 49,595 35,906 13,689
--------- --------- ---------
Net Book Value $1,514,463 $ 524,367 $ 990,096
========== ========= ==========
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 $843,253. 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, 1999 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
----------- ------
12/31/00 $ 3,631
12/31/01 3,716
12/31/02 3,804
12/31/03 3,893
12/31/04 3,985
Thereafter 820,386
-----------
Total $ 839,415
===========
The mortgage note payable for Divernon 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%.
At December 31, 1999 the development was in compliance with the terms of the
subsidy agreement and is receiving the reduced rate which makes the monthly
payment $883.
Expected maturities of the mortgage note payable are as follows:
Year Ending Amount
----------- ------
12/31/00 $ 1,224
12/31/01 1,253
12/31/02 1,282
12/31/03 1,312
12/31/04 1,342
Thereafter 401,614
-----------
Total $ 408,027
===========
NOTE 7 - INVESTMENTS IN PROJECT PARTNERSHIPS:
As of June 30, 2000, the Partnership had acquired a 99% interest in the
profits, losses and tax credits as a limited partner in 80 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 June 30, 2000:
JUNE 30, MARCH 31,
2000 2000
------------- ------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 17,982,007 $ 17,982,007
Cumulative equity in losses of Project
Partnerships (1) (16,674,940) (16,598,559)
Cumulative distributions received from
Project Partnerships (682,245) (621,503)
------------- -------------
Investment in Project Partnerships before
adjustments 624,822 761,945
Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 2,254,716 2,254,715
Accumulated amortization of acquisition
fees and expenses (519,997) (515,827)
------------ ------------
Investments in Project Partnerships $ 2,359,541 $ 2,500,833
============ ============
(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $9,167,836 for the period ended June 30, 2000 and cumulative suspended
losses of $8,576,100 for the year ended March 31, 2000 are not included.
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
March 31 of each year:
2000 1999
---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 9,793,590 $ 9,357,872
Investment properties, net 74,690,532 78,524,424
Other assets 180,951 192,275
------------ ------------
Total assets $84,665,073 $88,074,571
============ ============
Liabilities and Partners' Equity:
Current liabilities $ 3,148,313 $ 2,878,486
Long-term debt 91,776,172 92,201,747
------------ ------------
Total liabilities 94,924,485 95,080,233
------------ ------------
Partners' equity
Limited Partner (8,807,259) (5,704,874)
General Partners (1,452,153) (1,300,788)
------------ ------------
Total Partners' equity (10,259,412) (7,005,662)
------------ ------------
Total liabilities and partners' equity $84,665,073 $88,074,571
============ ============
SUMMARIZED STATEMENTS OF OPERATIONS
Rental and other income $ 3,054,866 $ 3,057,647
Expenses: ------------ ------------
Operating expenses 2,037,716 2,021,426
Interest expense 795,910 843,983
Depreciation and amortization 896,106 893,160
------------ ------------
Total expenses 3,729,732 3,758,569
------------ ------------
Net loss $ (674,866) $ (700,922)
============ ============
Other partners' share of net loss $ (6,750) $ (7,009)
============ ============
Partnerships' share of net loss $ (668,116) $ (693,913)
Suspended losses 591,736 531,818
------------ ------------
Equity in Losses of Project Partnerships $ (76,380) $ (162,095)
============ ============
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 and total
expenses were comparable for the three months ended June 30, 2000 and June
30, 1999.
Equity in Losses of Project Partnerships for the three months ended June
30, 2000 decreased from $162,095 for the three months ended June 30, 1999 to
$76,380 as a result of not including losses of $591,736, 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 $197,167 for the three months
ended June 30, 2000. However, after adjusting for amortization, accreted
interest income, the changes in operating assets and liabilities, and the
equity in losses of Project Partnerships, net cash used in operating
activities was $39,216. The net cash provided by investing activities was
$60,741 consisting of 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. (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 June 30, 2000, Gateway had $845,019 of short term
investments (Cash and Cash Equivalents). It also had $1,722,927 in Zero
Coupon Treasuries with maturities providing $463,000 in fiscal year 2001
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.
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: August 9, 2000 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: August 9, 2000 By:/s/ Sandra L. Furey
Sandra L. Furey
Secretary and Treasurer
