SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRES)
For the fiscal year ended March 31, 1997
Commission File Number 0-19022
Gateway Tax Credit Fund II Ltd.
(Exact name of Registrant as specified in its charter)
Florida 65-0142704
(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 No., Including Area Code: (813)573-3800
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class: Beneficial Assignee Certificates
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
Indicate by check mark if disclosure of delinquent filers
pursuant to item 405 of Regulation S-K (Sec. 229.405 of this
chapter) is not contained herein, and will be contained to the
best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Park III
of this Form 10-K or any amendment to this Form 10-K. X
Number of Units
Title of Each Class March 31, 1997
Beneficial Assignee Certificates 2,254
General Partner Interest 2
DOCUMENTS INCORPORATED BY REFERENCE
Parts III and IV - Form S-11 Registration Statement and all
amendments and supplements thereto.
File No. 33-31821<PAGE>
PART I
Item 1. Business
Gateway Tax Credit Fund II 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 sponsors of Gateway Tax
Credit Fund II Ltd. and wholly-owned subsidiaries of Raymond
James Financial, Inc.
Pursuant to the Securities Act of 1933, Gateway filed a
Form S-11 Registration Statement with the Securities and
Exchange Commission, effective September 12, 1989, which
covered the offering (the "Public Offering") of Gateway's
Beneficial Assignee Certificates ("BACs") representing
assignments of units for the beneficial interest of the
limited partnership interest of the Assignor Limited Partner.
The Assignor Limited Partner was formed for the purpose of
serving in that capacity for the Fund and will not engage in
any other business.
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. As of March 31, 1997,
Gateway had received capital contributions of $1,000 from the
General Partners and $37,228,000 from Assignees.
Gateway offered BACs in five series. BACs in the amounts
of $6,136,000, $5,456,000, $6,915,000, $8,616,000 and
$10,105,000 for Series 2, 3, 4, 5, and 6, respectively had
been issued as of March 31, 1997. Each series is treated as
a separate partnership, investing in a separate and distinct
pool of Project Partnerships. Net proceeds from each series
were used to acquire Project Partnerships which are
specifically allocated to such series. Income or loss and all
tax items from the Project Partnerships acquired by each
series are specifically allocated among the Assignees of such
series.
Operating profits and losses, cash distributions from
operations and Tax Credits are allocated 99% to the Assignees
and 1% to the General Partners. Profit or loss and cash
distributions from sales of property will be allocated as
described in the Limited Partnership Agreement.
As of March 31, 1997, Gateway had invested in 22 Project
Partnerships for Series 2, 23 Project Partnerships for Series
3, 29 Project Partnerships for Series 4, 36 Project
Partnerships for Series 5 and 38 Project Partnerships for
Series 6. Gateway acquired its interests in these properties
by becoming a limited partner in the Project Partnerships that
own the properties. As of March 31, 1997 each series was
fully invested in Project Partnerships and management plans no
new investments in the future.
The primary source of funds from the inception of each
series has been the capital contributions from Assignees.
Gateway's operating costs are funded using the reserves,
established for this purpose, the interest earned on these
reserves and distributions received from Project Partnerships.
All but two of the Project Partnerships are government
subsidized with mortgage loans from the Farmers Home
Administration (now called Rural Economic and Community
Development) ("RECD") 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 RECD to subsidize certain qualifying tenants.
The General Partners do not believe the Project
Partnerships are subject to the risks generally associated
with conventionally financed nonsubsidized apartment
properties. Risks related to the operations of Gateway are
described in detail on pages 23 through 34 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 Assignees in the form of Tax
Credits during the period in which each Project is
eligible to claim tax credits;
2) Preserve and protect the capital contribution of
Investors;
3) Participate in any capital appreciation in the value of
the Projects; and
4) Provide passive losses to i) individual investors to
offset passive income from other passive activities,
and ii) corporate investors to offset business income.
The investment objectives and policies of Gateway are
described in detail on pages 34 through 40 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,
1997 the investor capital contributions 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.
Gateway has no direct employees. Services are performed by
the Managing General Partner and its affiliates and by agents
retained by it. The Managing General Partner has full and
exclusive discretion in management and control of Gateway.
Item 2. Properties
Gateway owns a majority interest in properties through its
limited partnership investments in Project Partnerships. The
largest single investment in a Project Partnership in Series
2 is 11.0% of the Series' total assets, Series 3 is 12.1%,
Series 4 is 6.8%, Series 5 is 9.3% and Series 6 is 9.8%. The
following table provides certain summary information regarding
the Project Partnerships in which Gateway had an interest as
of December 31, 1996:<PAGE>
Item 2 - Properties (continued):
SERIES 2
Location # of Date
Partnership of Property Units Acquired
- ----------- ----------- ----- ---------
Claxton Elderly Claxton, GA 24 9/90
Deerfield II Douglas, GA 24 9/90
Hartwell Family Hartwell, GA 24 9/90
Cherrytree Apts. Albion, PA 33 9/90
Springwood Apts. Westfield, NY 32 9/90
Lakeshore Apts. Tuskegee, AL 34 9/90
Lewiston Lewiston, NY 25 10/90
Charleston Charleston, AR 32 9/90
Sallisaw II Sallisaw, OK 47 9/90
Pocola Pocola, OK 36 10/90
Inverness Club Inverness, FL 72 9/90
Pearson Elderly Pearson, GA 25 9/90
Richland Elderly Richland, GA 33 9/90
Lake Park Lake Park, GA 48 9/90
Woodland Terrace Waynesboro, GA 30 9/90
Mt. Vernon Elderly Mt. Vernon, GA 21 9/90
Lakeland Elderly Lakeland, GA 29 9/90
Prairie Apartments Eagle Butte, SD 21 10/90
Sylacauga Heritage Sylacauga, AL 44 12/90
Manchester Housing Manchester, GA 49 1/91
Durango C.W.W. Durango, CO 24 1/91
Columbus Seniors Columbus, KS 16 5/92
-------
Total Series 2 723
The aggregate average effective rental per unit is $3,214 per
year ($267 per month).
Inverness Club Ltd.'s fixed asset total is 12.4% of the Series
2 total Project Partnership fixed assets. Inverness Club was
placed in service in October 1991, is located on Florida's
West Coast and operates as a low-income 72 unit apartment
facility for the elderly. It also offers an optional
congregate services package to all tenants. The property
competes for tenants with six other apartment properties in
the area. The market study estimated a demand for 100 elderly
units.
Inverness Club's occupancy rate was 90% and its average
effective annual rental per unit was $4,584 ($382 per month)
on December 31, 1996. The land cost was $205,500 and the
building cost was $3,291,324. The building is depreciated
using the straight line method over 27.5 years. Management
believes the property insurance coverage is adequate. For the
year ended December 31, 1996 the real estate taxes were
$58,296 with a rate of 26.5554 mills.
<PAGE>
Item 2 - Properties (continued):
SERIES 3
Location # of Date
Partnership of Property Units Acquired
- ----------- ----------- ----- ---------
Poteau II Poteau, OK 52 8/90
Sallisaw Sallisaw, OK 52 8/90
Nowata Properties Oolagah, OK 32 8/90
Waldron Properties Waldron, AR 24 9/90
Roland II Roland, OK 52 10/90
Stilwell Stilwell, OK 48 10/90
Birchwood Apts. Pierre, SD 24 9/90
Hornellsville Arkport, NY 24 9/90
Sunchase II Watertown, SD 41 9/90
CE McKinley II Rising Sun, MD 16 9/90
Weston Apartments Weston, AL 10 11/90
Countrywood Apts. Centreville, AL 40 11/90
Wildwood Apts. Pineville, LA 28 11/90
Hancock Hawesville, KY 12 12/90
Hopkins Madisonville, KY 24 12/90
Elkhart Apts. Elkhart, TX 54 1/91
Bryan Senior Bryan, OH 40 1/91
Brubaker Square New Carlisle, OH 38 1/91
Southwood Savannah, TN 44 1/91
Villa Allegra Celina, OH 32 1/91
Belmont Senior Cynthiana, KY 24 1/91
Heritage Villas Helena, GA 25 3/91
Logansport Seniors Logansport, LA 32 3/91
-------
Total Series 3 768
The average effective rental per unit is $2,953 per year ($246
per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 4
Location # of Date
Partnership of Property Units Acquired
- ----------- ----------- ----- ---------
Alsace Soda Springs, ID 24 12/90
Seneca Apartments Seneca, MO 24 2/91
Eudora Senior Eudora, KS 36 3/91
Westville Westville, OK 36 3/91
Wellsville Senior Wellsville, KS 24 3/91
Stilwell II Stilwell, OK 52 3/91
Spring Hill Senior Spring Hill, KS 24 3/91
Smithfield Smithfield, UT 40 4/91
Tarpon Heights Galliano, LA 48 4/91
Oaks Apartments Oakdale, LA 32 4/91
Wynnwood Common Fairchance, PA 34 4/91
Chestnut Apartments Howard, SD 24 5/91
St. George St. George, SC 24 6/91
Williston Williston, SC 24 6/91
Brackettville Sr. Brackettville, TX 32 6/91
Sonora Seniors Sonora, TX 32 6/91
Ozona Seniors Ozona, TX 24 6/91
Fredericksburg Sr. Fredericksburg,TX 48 6/91
St. Joseph St. Joseph, IL 24 6/91
Courtyard Huron, SD 21 6/91
Rural Development Ashland, ME 25 6/91
Jasper Villas Jasper, AR 25 6/91
Edmonton Senior Edmonton, KY 24 6/91
Jonesville Manor Jonesville, VA 40 6/91
Norton Green Norton, VA 40 6/91
Owingsville Senior Owingsville, KY 22 8/91
Timpson Seniors Timpson, TX 28 8/91
Piedmont Barnesville, GA 36 8/91
S.F. Arkansas City Arkansas City, KS 12 8/91
-------
Total Series 4 879
The average effective rental per unit is $3,122 per year ($260
per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 5
Location # of Date
Partnership of Property Units Acquired
- ----------- ----------- ----- ---------
Seymour Seymour, IN 37 8/91
Effingham Effingham, IL 24 8/91
S.F. Winfield Winfield, KS 12 8/91
S.F.Medicine Lodge Medicine Lodge,KS 16 8/91
S.F. Ottawa Ottawa, KS 24 8/91
S.F. Concordia Concordia, KS 20 8/91
Highland View Elgin, OR 24 9/91
Carrollton Club Carrollton, GA 78 9/91
Scarlett Oaks Lexington, SC 40 9/91
Brooks Hill Ellijay, GA 44 9/91
Greensboro Greensboro, GA 24 9/91
Greensboro II Greensboro, GA 33 9/91
Pine Terrace Wrightsville, GA 25 9/91
Shellman Shellman, GA 27 9/91
Blackshear Cordele, GA 46 9/91
Crisp Properties Cordele, GA 31 9/91
Crawford Crawford, GA 25 9/91
Yorkshire Wagoner, OK 60 9/91
Woodcrest South Boston, VA 40 9/91
Fox Ridge Russellville, AL 24 9/91
Redmont II Red Bay, AL 24 9/91
Clayton Clayton, OK 24 9/91
Alma Alma, AR 24 9/91
Pemberton Village Hiawatha, KS 24 9/91
Magic Circle Eureka, KS 24 9/91
Spring Hill Spring Hill, KS 36 9/91
Menard Retirement Menard, TX 24 9/91
Wallis Housing Wallis, TX 24 9/91
Zapata Housing Zapata, TX 40 9/91
Mill Creek Grove, OK 60 11/91
Portland II Portland, IN 20 11/91
Georgetown Georgetown, OH 24 11/91
Cloverdale Cloverdale, IN 24 1/92
So. Timber Ridge Chandler, TX 44 1/92
Pineville Pineville, MO 12 5/92
Ravenwood Americus, GA 24 1/94
-------
Total Series 5 1,106
The average effective rental per unit is $3,055 per year ($255
per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 6
Location # of Date
Partnership of Property Units Acquired
- ----------- ----------- ----- ---------
Spruce Pierre, SD 24 11/91
Shannon O'Neill, NE 16 11/91
Carthage Carthage, MO 24 1/92
Mountain Crest Enterprise, OR 39 3/92
Coal City Coal City, IL 24 3/92
Blacksburg Terrace Blacksburg, SC 32 4/92
Frazer Place Smyrna, DE 30 4/92
Ehrhardt Ehrhardt, SC 16 4/92
Sinton Sinton, TX 32 4/92
Frankston Frankston, TX 24 4/92
Flagler Beach Flagler Beach, FL 43 5/92
Oak Ridge Williamsburg, KY 24 5/92
Monett Monett, MO 32 5/92
Arma Arma, KS 28 5/92
Southwest City So.West City, MO 12 5/92
Meadowcrest Luverne, AL 32 6/92
Parsons Parsons, KS 48 7/92
Newport Village Newport, TN 40 7/92
Goodwater Falls Jenkins, KY 36 7/92
Northfield Station Corbin, KY 24 7/92
Pleasant Hill Somerset, KY 24 7/92
Winter Park Mitchell, SD 24 7/92
Cornell Watertown, SD 24 7/92
Heritage Drive So. Jacksonville, TX 40 1/92
Brodhead Brodhead, KY 24 7/92
Mt. Village Mt. Vernon, KY 24 7/92
Hazlehurst Hazlehurst, MS 32 8/92
Sunrise Yankton, SD 33 8/92
Stony Creek Hooversville, PA 32 8/92
Logan Place Logan, OH 40 9/92
Haines Haines, AK 32 8/92
Maple Wood Barbourville, KY 24 8/92
Summerhill Gassville, AR 28 9/92
Dorchester St. George, SC 12 9/92
Lancaster Mountain View, AR 33 9/92
Autumn Village Harrison, AR 16 7/92
Hardy Hardy, AR 24 7/92
Dawson Dawson, GA 40 11/93
-------
Total Series 6 1,086
The average effective rental per unit is $3,288 per year ($274
per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 2
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------
Claxton Elderly $ 799,538 100%
Deerfield II 854,562 83%
Hartwell Family 859,698 96%
Cherrytree Apts. 1,439,636 94%
Springwood Apts. 1,501,083 100%
Lakeshore Apts. 1,267,543 94%
Lewiston 1,233,935 100%
Charleston 1,076,098 97%
Sallisaw II 1,517,589 96%
Pocola 1,245,870 89%
Inverness Club 3,496,824 90%
Pearson Elderly 781,460 92%
Richland Elderly 1,057,871 91%
Lake Park 1,798,725 96%
Woodland Terrace 1,080,083 93%
Mt. Vernon Elderly 700,935 95%
Lakeland Elderly 955,815 100%
Prairie Apartments 1,239,141 100%
Sylacauga Heritage 1,733,310 98%
Manchester Housing 1,779,793 90%
Durango C.W.W. 1,271,996 100%
Columbus Seniors 507,627 94%
----------
Total Series 2 $ 28,199,132
<PAGE>
Item 2 - Properties (continued):
SERIES 3
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------
Poteau II $ 1,789,148 90%
Sallisaw 1,744,103 100%
Nowata Properties 1,148,484 80%
Waldron Properties 860,273 88%
Roland II 1,804,010 96%
Stilwell 1,597,701 88%
Birchwood Apts. 1,018,169 100%
Hornellsville 1,095,517 100%
Sunchase II 1,320,074 100%
CE McKinley II 792,528 94%
Weston Apartments 339,338 100%
Countrywood Apts. 1,519,764 98%
Wildwood Apts. 1,084,325 93%
Hancock 440,425 100%
Hopkins 927,256 100%
Elkhart Apts. 1,526,724 87%
Bryan Senior 1,184,257 93%
Brubaker Square 1,452,506 100%
Southwood 1,792,293 100%
Villa Allegra 1,133,557 97%
Belmont Senior 935,143 96%
Heritage Villas 823,974 92%
Logansport Seniors 1,086,394 91%
----------
Total Series 3 $ 27,415,963
<PAGE>
Item 2 - Properties (continued):
SERIES 4
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------
Alsace $ 799,478 100%
Seneca Apartments 718,675 96%
Eudora Senior 1,257,482 100%
Westville 1,101,686 92%
Wellsville Senior 810,970 96%
Stilwell II 1,657,974 87%
Spring Hill Senior 1,036,369 96%
Smithfield 1,837,620 95%
Tarpon Heights 1,493,434 98%
Oaks Apartments 1,032,509 91%
Wynnwood Common 1,665,785 97%
Chestnut Apartments 1,050,564 54%
St. George 940,861 88%
Williston 1,002,600 100%
Brackettville Sr. 991,966 97%
Sonora Seniors 1,013,315 97%
Ozona Seniors 759,843 92%
Fredericksburg Sr. 1,402,563 96%
St. Joseph 976,046 96%
Courtyard 841,808 100%
Rural Development 1,422,482 100%
Jasper Villas 1,099,717 100%
Edmonton Senior 906,714 100%
Jonesville Manor 1,686,195 100%
Norton Green 1,693,066 100%
Owingsville Senior 848,044 100%
Timpson Seniors 815,916 96%
Piedmont 1,289,047 96%
S.F. Arkansas City 412,028 100%
----------
Total Series 4 $ 32,564,757
<PAGE>
Item 2 - Properties (continued):
SERIES 5
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------
Seymour $ 1,517,995 97%
Effingham 980,060 100%
S.F. Winfield 400,920 92%
S.F.Medicine Lodge 564,559 94%
S.F. Ottawa 707,449 100%
S.F. Concordia 686,962 100%
Highland View 872,267 88%
Carrollton Club 3,217,901 94%
Scarlett Oaks 1,672,737 100%
Brooks Hill 1,745,640 100%
Greensboro 866,259 96%
Greensboro II 1,093,149 100%
Pine Terrace 885,185 92%
Shellman 905,064 93%
Blackshear 1,592,318 98%
Crisp Properties 1,124,037 97%
Crawford 907,712 100%
Yorkshire 2,534,566 95%
Woodcrest 1,574,776 98%
Fox Ridge 889,941 100%
Redmont II 840,596 100%
Clayton 871,530 96%
Alma 957,710 100%
Pemberton Village 766,979 88%
Magic Circle 776,127 92%
Spring Hill 1,449,378 89%
Menard Retirement 761,873 96%
Wallis Housing 574,393 100%
Zapata Housing 1,238,405 90%
Mill Creek 1,741,669 100%
Portland II 712,774 95%
Georgetown 891,086 100%
Cloverdale 933,166 100%
So. Timber Ridge 1,280,424 100%
Pineville 389,020 92%
Ravenwood 887,896 100%
----------
Total Series 5 $ 39,812,523
<PAGE>
Item 2 - Properties (continued):
SERIES 6
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------
Spruce $ 1,096,570 96%
Shannon 646,473 100%
Carthage 693,667 92%
Mountain Crest 1,231,007 100%
Coal City 1,185,662 100%
Blacksburg Terrace 1,323,069 100%
Frazer Place 1,673,104 97%
Ehrhardt 685,776 100%
Sinton 1,039,306 97%
Frankston 674,981 100%
Flagler Beach 1,653,116 100%
Oak Ridge 1,037,966 96%
Monett 956,746 97%
Arma 858,813 100%
Southwest City 385,909 100%
Meadowcrest 1,203,738 100%
Parsons 1,532,968 100%
Newport Village 1,582,170 100%
Goodwater Falls 1,393,363 97%
Northfield Station 1,022,561 88%
Pleasant Hill 954,810 92%
Winter Park 1,238,516 100%
Cornell 1,068,426 96%
Heritage Drive So. 1,195,671 100%
Brodhead 954,068 96%
Mt. Village 939,596 100%
Hazlehurst 1,181,404 94%
Sunrise 1,360,019 100%
Stony Creek 1,626,195 91%
Logan Place 1,518,626 95%
Haines 3,025,603 100%
Maple Wood 1,007,744 92%
Summerhill 840,256 100%
Dorchester 562,272 100%
Lancaster 1,380,668 100%
Autumn Village 615,604 100%
Hardy 931,560 96%
Dawson 1,474,973 100%
----------
Total Series 6 $ 43,752,976
<PAGE>
Item 2 - Properties (continued):
A summary of the cost of the properties at December 31, 1996,
1995 and 1994 is as follows:
12/31/96
SERIES 2 SERIES 3
Land $ 1,012,180 $ 985,546
Land Improvements 110,157 370,083
Buildings 26,256,812 24,975,936
Furniture and Fixtures 819,983 1,084,398
Construction in Progress 0 0
----------- -----------
Properties, at Cost 28,199,132 27,415,963
Less: Accumulated Depreciation 5,649,101 7,624,569
----------- -----------
Properties, Net $22,550,031 $19,791,394
=========== ===========
12/31/95
SERIES 2 SERIES 3
Land $ 1,012,180 $ 985,546
Land Improvements 110,157 368,152
Buildings 26,169,333 24,933,711
Furniture and Fixtures 860,825 1,077,495
Construction in Progress 0 0
----------- -----------
Properties, at Cost 28,152,495 27,364,904
Less: Accumulated Depreciation 4,712,310 6,707,453
----------- -----------
Properties, Net $23,440,185 $20,657,451
=========== ===========
12/31/94
SERIES 2 SERIES 3
Land $ 1,012,180 $ 985,546
Land Improvements 108,406 263,354
Buildings 26,156,183 24,923,737
Furniture and Fixtures 835,134 1,068,432
Construction in Progress 0 0
----------- -----------
Properties, at Cost 28,111,903 27,241,069
Less: Accumulated Depreciation 3,757,718 5,778,041
----------- -----------
Properties, Net $24,354,185 $21,463,028
=========== ===========
<PAGE>
Item 2 - Properties (continued):
12/31/96
SERIES 4 SERIES 5
Land $ 1,188,112 $ 1,461,156
Land Improvements 120,607 71,068
Buildings 29,950,050 36,811,454
Furniture and Fixtures 1,305,988 1,468,845
Construction in Progress 0 0
----------- -----------
Properties, at Cost 32,564,757 39,812,523
Less: Accumulated Depreciation 6,264,280 6,839,405
----------- -----------
Properties, Net $26,300,477 $32,973,118
=========== ===========
12/31/95
SERIES 4 SERIES 5
Land $ 1,188,112 $ 1,460,628
Land Improvements 119,812 71,068
Buildings 29,938,890 36,787,328
Furniture and Fixtures 1,257,453 1,458,530
Construction in Progress 0 0
----------- -----------
Properties, at Cost 32,504,267 39,777,554
Less: Accumulated Depreciation 5,226,315 5,473,574
---------- ----------
Properties, Net $27,277,952 $34,303,980
=========== ===========
12/31/94
SERIES 4 SERIES 5
Land $ 1,188,112 $ 1,460,628
Land Improvements 119,812 71,068
Buildings 29,935,624 36,906,821
Furniture and Fixtures 1,243,389 1,316,683
Construction in Progress 0 0
----------- -----------
Properties, at Cost 32,486,937 39,755,200
Less: Accumulated Depreciation 4,183,755 4,261,218
----------- -----------
Properties, Net $28,303,182 $35,493,982
=========== ===========
<PAGE>
Item 2 - Properties (continued):
12/31/96
SERIES 6 TOTAL
Land $ 1,779,755 $ 6,426,749
Land Improvements 449,010 1,120,925
Buildings 39,702,357 157,696,609
Furniture and Fixtures 1,821,854 6,501,068
Construction in Progress 0 0
----------- ------------
Properties, at Cost 43,752,976 171,745,351
Less: Accumulated Depreciation 6,668,399 33,045,754
----------- ------------
Properties, Net $37,084,577 $138,699,597
=========== ============
12/31/95
SERIES 6 TOTAL
Land $ 1,779,755 $ 6,426,221
Land Improvements 443,074 1,112,263
Buildings 39,683,190 157,512,452
Furniture and Fixtures 1,774,248 6,428,551
Construction in Progress 0 0
----------- ------------
Properties, at Cost 43,680,267 171,479,487
Less: Accumulated Depreciation 5,205,351 27,325,003
----------- ------------
Properties, Net $38,474,916 $144,154,484
=========== ============
12/31/94
SERIES 6 TOTAL
Land $ 1,779,755 $ 6,426,221
Land Improvements 442,459 1,005,099
Buildings 39,761,649 157,684,014
Furniture and Fixtures 1,688,445 6,152,083
Construction in Progress 0 0
----------- ------------
Properties, at Cost 43,672,308 171,267,417
Less: Accumulated Depreciation 3,786,411 21,767,143
----------- ------------
Properties, Net $39,885,897 $149,500,274
=========== ============
<PAGE>
Item 3. Legal Proceedings
Gateway is not a party to any material pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
As of March 31, 1997, no matters were submitted to a vote of
security holders, through the solicitation of proxies or
otherwise.
PART II
Item 5. Market for the Registrant's Securities and Related
Security Holder Matters
(a) Gateway's Limited Partnership interests (BACs) are not
publicly traded. There is no market for Gateway's
Limited Partnership interests and it is unlikely that any
will develop. No transfers of Limited Partnership
Interest or BAC Units are permitted without the prior
written consent of the Managing General Partner. There
have been several transfers from inception to date 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 - "Issuance of BAC'S" on pages A-29 and A-30 of the
Limited Partnership Agreement within the Prospectus,
which is incorporated herein by reference.
There have been no distributions to Assignees from
inception to date.
(b) Approximate Number of Equity Security Holders:
Title of Class Number of Holders
as of March 31, 1997
Beneficial Assignee Certificates 2,254
General Partner Interest 2
<PAGE>
Item 6. Selected Financial Data
FOR THE YEARS ENDED MARCH 31,:
SERIES 2 1997 1996 1995
----- ---- ----
Total Revenues $ 36,217 $ 36,532 $ 34,922
Net Loss (582,633) (591,355) (756,064)
Equity in Losses of
Project Partnerships (527,175) (537,111) (699,847)
Total Assets 1,345,931 1,893,838 2,449,615
Investments in Project
Partnerships 814,883 1,350,923 1,901,609
Per Bac:
Tax Credits (A) 166.40 166.30 166.30
Portfolio Income (A) 12.10 11.20 9.70
Passive Loss (A) (141.90) (126.10) (131.30)
Net Loss (94.00) (95.41) (121.99)
SERIES 2 1994 1993
---- ----
Total Revenues $ 34,150 $ 30,461
Net Loss (742,342) (866,867)
Equity in Losses of
Project Partnerships (683,315) (792,150)
Total Assets 3,164,145 3,853,623
Investments in Project
Partnerships 2,623,688 3,321,940
Per Bac:
Tax Credits (A) 166.30 161.08
Portfolio Income (A) 8.40 8.19
Passive Loss (A) (144.50) (167.27)
Net Loss (119.77) (139.86)
<PAGE>
FOR THE YEARS ENDED MARCH 31,:
SERIES 3 1997 1996 1995
---- ---- ----
Total Revenues $ 31,128 $ 31,179 $ 29,718
Net Loss (341,282) (470,880) (640,203)
Equity in Losses of
Project Partnerships (285,853) (421,996) (579,907)
Total Assets 1,043,223 1,362,838 1,805,494
Investments in Project
Partnerships 584,189 901,663 1,348,162
Per Bac:
Tax Credits (A) 176.40 176.65 175.12
Portfolio Income (A) 13.90 14.00 12.00
Passive Loss (A) (146.40) (143.30) (135.00)
Net Loss (61.93) (85.44) (116.17)
SERIES 3 1994 1993
---- ----
Total Revenues $ 29,691 $ 24,588
Net Loss (750,197) (809,156)
Equity in Losses of
Project Partnerships (687,550) (735,127)
Total Assets 2,409,790 3,125,368
Investments in Project
Partnerships 1,960,485 2,681,609
Per Bac:
Tax Credits (A) 176.65 175.70
Portfolio Income (A) 10.80 10.64
Passive Loss (A) (139.60) (148.04)
Net Loss (136.12) (146.82)
<PAGE>
FOR THE YEARS ENDED MARCH 31,:
SERIES 4 1997 1996 1995
---- ---- ----
Total Revenues $ 41,455 $ 42,246 $ 40,437
Net Loss (696,010) (705,639) (758,528)
Equity in Losses of
Project Partnerships (635,178) (644,865) (694,726)
Total Assets 2,048,377 2,711,102 3,379,586
Investments in Project
Partnerships 1,423,319 2,073,510 2,737,516
Per Bac:
Tax Credits (A) 168.60 168.60 168.30
Portfolio Income (A) 13.20 12.90 10.30
Passive Loss (A) (149.30) (142.30) (134.60)
Net Loss (99.65) (101.02) (108.60)
SERIES 4 1994 1993
---- ----
Total Revenues $ 39,361 $ 38,440
Net Loss (705,387) (759,739)
Equity in Losses of
Project Partnerships (637,858) (690,605)
Total Assets 4,094,719 4,751,938
Investments in Project
Partnerships 3,455,906 4,112,627
Per Bac:
Tax Credits (A) 168.70 166.43
Portfolio Income (A) 8.80 9.57
Passive Loss (A) (136.20) (148.06)
Net Loss (100.99) (108.77)
<PAGE>
FOR THE YEARS ENDED MARCH 31,:
SERIES 5 1997 1996 1995
---- ---- ----
Total Revenues $ 52,985 $ 54,273 $ 57,635
Net Loss (997,362) (781,436) (817,018)
Equity in Losses of
Project Partnerships (911,965) (700,127) (739,296)
Total Assets 3,078,890 4,041,606 4,790,100
Investments in Project
Partnerships 2,268,632 3,211,868 3,950,979
Per Bac:
Tax Credits (A) 164.70 164.60 162.20
Portfolio Income (A) 13.10 12.50 10.90
Passive Loss (A) (137.80) (124.30) (108.20)
Net Loss (114.60) (89.79) (93.88)
SERIES 5 1994 1993
---- ----
Total Revenues $ 55,260 $ 50,247
Net Loss (1,036,710) (994,280)
Equity in Losses of
Project Partnerships (953,919) (901,049)
Total Assets 5,666,886 6,540,185
Investments in Project
Partnerships 4,711,095 5,612,906
Per Bac:
Tax Credits (A) 155.60 110.96
Portfolio Income (A) 8.60 9.65
Passive Loss (A) (145.10) (128.52)
Net Loss (119.12) (114.25)
<PAGE>
FOR THE YEARS ENDED MARCH 31,:
SERIES 6 1997 1996 1995
---- ---- ----
Total Revenues $ 47,326 $ 48,446 $ 48,235
Net Loss (915,827) (821,024) (987,087)
Equity in Losses of
Project Partnerships (805,310) (710,986) (875,023)
Total Assets 4,748,789 5,612,685 6,375,252
Investments in Project
Partnerships 3,912,526 4,769,625 5,525,062
Per Bac:
Tax Credits (A) 165.40 165.40 161.70
Portfolio Income (A) 11.30 10.70 7.70
Passive Loss (A) (122.10) (117.30) (119.80)
Net Loss (89.72) (80.44) (96.71)
SERIES 6 1994 1993
---- ----
Total Revenues $ 52,737 $ 181,118
Net Loss (1,190,078) (622,257)
Equity in Losses of
Project Partnerships (1 080,864) (660,758)
Total Assets 7,287,730 9,527,478
Investments in Project
Partnerships 6,470,949 7,471,643
Per Bac:
Tax Credits (A) 150.20 39.50
Portfolio Income (A) 8.50 22.81
Passive Loss (A) (137.20) (74.30)
Net Loss (116.59) (22.32)
(A) The per BAC tax information is as of December 31, the year
end 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.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations, Liquidity and Capital Resources
Operations commenced on September 14, 1990, with the first
admission of Assignees in Series 2. The proceeds from
Assignees' capital contributions available for investment were
used to acquire interests in Project Partnerships.
As disclosed on the statement of operations for each Series,
except as described below, interest income is comparable for
the years ended March 31, 1997, March 31, 1996 and March 31,
1995. The General and Administrative expenses - General
Partner and General and Administrative expenses - Other for
the year ended March 31, 1997 are comparable to March 31, 1996
and March 31, 1995.
The capital resources of each Series 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 unpaid at the time
Gateway sells its interests in the Project Partnerships is
subordinated to the return of the investors' original capital
contributions).
The sources of funds to pay the operating costs of each
Series 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 the Series from the
operations of the Project Partnerships.
From inception, no Series has paid distributions and
management does not anticipate distributions in the future.
Series 2 - Gateway closed this series on September 14, 1990
after receiving $6,136,000 from 375 Assignees. As of March
31, 1997, the series had invested $4,524,678 in 22 Project
Partnerships located in 10 states containing 723 apartment
units. Average occupancy of the Project Partnerships was 95%
at December 31, 1996.
Equity in Losses of Project Partnerships decreased from
$699,847 for the year ended March 31, 1995 to $537,111 for the
year ended March 31, 1996. This decrease was partially due to
suspended losses of $25,114 as these losses would reduce the
investment in certain Project Partnerships below zero. The
remaining portion of the decrease was due to increased rental
income as a result of rental rate increases and average
occupancy improved from 93% to 96%. Equity in Losses of
Project Partnerships of $527,175 for the year ended March 31,
1997 were comparable to the year ended March 31, 1996. 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. (These Project Partnerships reported
depreciation and amortization of $970,876, $959,697 and
$939,525 for the years ended December 31, 1994, 1995 and 1996,
respectively.) As a result, management expects that this
Series, as well as those described below, will report its
equity in Project Partnerships as a loss for tax and financial
reporting purposes. Overall, management believes the Project
Partnerships are operating as expected and are generating tax
credits which meet projections.
At March 31, 1997, the Series had $138,561 of short-term
investments (Cash and Cash Equivalents). It also had $392,487
in Zero Coupon Treasuries with annual maturities providing
$45,698 in fiscal year 1998 increasing to $66,285 in fiscal
year 2007. Management believes the sources of funds are
sufficient to meet current and ongoing operating costs for the
foreseeable future, and to pay part of the Asset Management
Fee.
As disclosed on the statement of cash flows, the Series had
a net loss of $582,633 for the year ending March 31, 1997.
However, after adjusting for Equity in Losses of Project
Partnerships of $527,175 and the changes in operating assets
and liabilities, net cash used in operating activities was
$36,752, of which $33,198 was the Asset Management Fee
actually paid. Cash provided by investing activities totaled
$39,794, consisting of $6,497 in cash distributions from the
Project Partnerships and $33,297 from matured Zero Coupon
Treasuries. There were no unusual events or trends to
describe.
Series 3 - Gateway closed this series on December 13, 1990
after receiving $5,456,000 from 398 Assignees. As of March
31, 1997 the series had invested $3,888,713 in 23 Project
Partnerships located in 12 states containing 768 apartment
units. Average occupancy of the Project Partnerships was 94%
as of December 31, 1996.
Equity in Losses of Project Partnerships decreased from
$579,907 for the year ended March 31, 1995 to $421,996 for the
year ended March 31, 1996 and to $285,853 for the year ended
March 31, 1997. These decreases were due to suspended losses
of $190,864 and $343,378 for the years ended March 31, 1996
and 1997, respectively. These losses would reduce the
investment in certain Project Partnerships below zero. (These
Project Partnerships reported depreciation and amortization of
$973,197, $940,084 and 925,984 for the years ended December
31, 1994, 1995 and 1996, respectively.) Overall, management
believes these Project Partnerships are operating as expected
and are generating tax credits which meet projections.
At March 31, 1997, the Series had $109,925 of short-term
investments (Cash and Cash Equivalents). It also had $349,109
in Zero Coupon Treasuries with annual maturities providing
$40,634 in fiscal year 1998 increasing to $58,940 in fiscal
year 2007. Management believes these sources of funds are
sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.
As disclosed on the statement of cash flows, the Series had
a net loss of $341,282 for the year ended March 31, 1997.
However, after adjusting for Equity in Losses of Project
Partnerships of $285,853 and the changes in operating assets
and liabilities, net cash used in operating activities was
$50,917, of which $40,569 was the Asset Management Fee
actually paid. Cash provided by investing activities totaled
$62,854, consisting of $33,237 in cash distributions received
from the Project Partnerships and $29,617 from matured Zero
Coupon Treasuries. There were no unusual events or trends to
describe.
Series 4 - Gateway closed this series on May 31, 1991 after
receiving $6,915,000 from 465 Assignees. As of March 31,
1997, the series had invested $4,952,519 in 29 Project
Partnerships located in 16 states containing 879 apartment
units. Average occupancy of the Project Partnerships was 95%
at December 31, 1996.
Equity in Losses of Project Partnerships decreased from
$694,726 for the year ended March 31, 1995 to $644,865 for the
year ended March 31, 1996 and to $635,178 for the year ended
March 31, 1997. (These Project Partnerships reported
depreciation and amortization of $1,063,204, $1,047,484 and
$1,043,887 for the years ended December 31, 1994, 1995 and
1996, respectively.) Overall, management believes these
Project Partnerships are operating as expected and are
generating tax credits which meet projections.
At March 31, 1997, the Series had $182,773 of short-term
investments (Cash and Cash Equivalents). It also had $442,285
in Zero Coupon Treasuries with annual maturities providing
$51,500 in fiscal year 1998 increasing to $74,700 in fiscal
year 2007. Management believes these sources of funds are
sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.
As disclosed on the statement of cash flows, the Series had
a net loss of $696,010 for the year ended March 31, 1997.
However, after adjusting for Equity in Losses of Project
Partnerships of $635,178 and the changes in operating assets
and liabilities, net cash used in operating activities was
$50,223, of which $44,047 was the Asset Management Fee
actually paid. Cash provided by investing activities totaled
$54,490, consisting of $16,968 in cash distributions from the
Project Partnerships and $37,522 from matured Zero Coupon
Treasuries. There were no unusual events or trends to
describe.
Series 5 - Gateway closed this series on October 11, 1991
after receiving $8,616,000 from 535 Assignees. As of March
31, 1997, the series had invested $6,164,472 in 36 Project
Partnerships located in 13 states containing 1,106 apartment
units. Average occupancy of the Project Partnerships was 97%
as of December 31, 1996.
Equity in Losses of Project Partnerships decreased from
$739,296 for the year ended March 31, 1995 to $700,127 for the
year ended March 31, 1996 and increased to $911,965 for the
year ended March 31, 1997. (These Project Partnerships
reported depreciation and amortization of $1,423,401,
$1,219,766 and $1,380,487 for the years ended December 31,
1994, 1995 and 1996, respectively.) Overall, management
believes these Project Partnerships are operating as expected
and are generating tax credits which meet projections.
At March 31, 1997, the Series had $259,006 of short-term
investments (Cash and Cash Equivalents). It also had $551,252
in Zero Coupon Treasuries with annual maturities providing
$64,168 in fiscal year 1998 increasing $93,075 in fiscal year
2007. Management believes these sources of funds are
sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.
As disclosed on the statement of cash flows, the Series had
a net loss of $997,362 for the year ended March 31, 1997.
However, after adjusting for Equity in Losses of Project
Partnerships of $911,965 and the changes in operating assets
and liabilities, net cash used in operating activities was
$65,573, of which $61,023 was the Asset Management Fee
actually paid. Cash provided by investing activities totaled
$67,030 consisting of $20,264 in cash distributions from the
Project Partnerships and $46,766 from matured Zero Coupon
Treasuries. There were no unusual events or trends to
describe.
Series 6 - Gateway closed this series on March 11, 1992
after receiving $10,105,000 from 625 Assignees. As of March
31, 1997, the series had invested $7,462,215 in 38 Project
Partnerships located in 19 states containing 1,086 apartment
units. Average occupancy of the Project Partnerships was 98%
as of December 31, 1996.
Equity in Losses of Project Partnerships decreased from
$875,023 for the year ended March 31, 1995 to $710,986 for the
year ended March 31, 1996 and increased to $805,310 for the
year ended March 31, 1997. (These Project Partnerships
reported depreciation and amortization of $1,564,347,
$1,437,632 and $1,477,003 for the years ended December 31,
1994, 1995 and 1996, respectively.) Overall, management
believes these Project Partnerships are operating as expected
and are generating tax credits which meet projections.
At March 31, 1997, the Series had $396,736 of short-term
investments (Cash and Cash Equivalents). It also had $439,527
in Zero Coupon Treasuries with annual maturities providing
$48,000 in fiscal year 1998 increasing to $83,000 in fiscal
year 2007. Management believes these sources of funds are
sufficient to meet the Series' current and ongoing operating
costs for the foreseeable future, and to pay part of the Asset
Management Fee.
As disclosed on the statement of cash flows, the Series had
a net loss of $915,827 for the year ended March 31, 1997.
However, after adjusting for Equity in Losses of Project
Partnerships of $805,310 and the changes in operating assets
and liabilities, net cash used in operating activities was
$58,017, of which $54,247 was the Asset Management Fee
actually paid. Cash provided by investing activities totaled
$65,762 of which $29,740 was received in cash distributions
from the Project Partnerships and $36,022 from matured Zero
Coupon Treasuries. There were no unusual events or trends to
describe.
Item 8. Financial Statements and Supplementary Data
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Partners of Gateway Tax Credit Fund II Ltd.
We have audited the accompanying balance sheets of each of
the five Series (Series 2 through 6) constituting Gateway Tax
Credit Fund II Ltd. (a Florida Limited Partnership) as of
March 31, 1997 and 1996 and the related statements of
operations, partners' equity, and cash flows of each of the
five Series for each of the three years in the period ended
March 31, 1997. 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 did not audit the
financial statements of certain underlying Project
Partnerships owned by Gateway Tax Credit Fund II Ltd. for each
of the periods presented, the investments in which are
recorded using the equity method of accounting. The
investments in these partnerships represent the following
percentages of the Partnership's assets and the total
investment in Project Partnerships as of March 31, 1997 and
1996 and the equity in their losses for each of the three
years in the period ended March 31, 1997 presented:
Investments Assets
March 31, March 31,
1997 1996 1997 1996
Series 2 70% 73% 42% 52%
Series 3 63% 69% 35% 46%
Series 4 73% 72% 51% 55%
Series 5 60% 62% 44% 49%
Series 6 51% 53% 42% 45%
<PAGE>
Partnership Loss
Year Ended March 31,
1997 1996 1995
Series 2 78% 80% 81%
Series 3 81% 76% 76%
Series 4 69% 64% 58%
Series 5 69% 71% 56%
Series 6 65% 52% 66%
Those statements were audited by other auditors whose reports
have been furnished to us, and our opinion, insofar as it
relates to the amounts included for such underlying
partnerships, is based solely on the reports of the other
auditors.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 and the
reports of other auditors provide a reasonable basis for our
opinion.
In our opinion, based on our audits and the reports of other
auditors, the financial statements referred to above present
fairly, in all material respects, the financial position of
each of the five Series (Series 2 through 6) constituting
Gateway Tax Credit Fund II Ltd. as of March 31, 1997 and 1996,
and the results of their operations and their cash flows for
each of the three years in the period ended March 31, 1997
presented, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
schedules listed under Item 14(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
<PAGE>
financial statements and, in our opinion, based on our audits
and the reports 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/ Spence, Marston, Bunch, Morris & Co.
SPENCE, MARSTON, BUNCH, MORRIS & CO.
Certified Public Accountants
Clearwater, Florida
June 20, 1997
<PAGE>
PART I - Financial Information
Item 1. Financial Statements
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- -----------
SERIES 2
ASSETS
Current Assets:
Cash and Cash Equivalents $ 138,561 $ 135,519
Investments in Securities 45,757 43,655
---------- ----------
Total Current Assets 184,318 179,174
Investments in Securities 346,730 363,740
Investments in Project
Partnerships, Net 814,883 1,350,923
---------- ----------
Total Assets $1,345,931 $1,893,837
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 43,644 $ 44,607
Long-Term Liabilities:
Payable to General Partners 261,410 225,720
Partners' Equity:
Assignor Limited Partner
Units of limited Partnership
interest consisting of 40,000
authorized BAC's, of which 37,228
at March 31, 1997 and 1996
have been issued to the assignees
Assignees
Units of beneficial interest of
the limited partnership interest of
the assignor limited partner, $1,000
stated value per BAC, 37,228 at
March 31, 1997 and 1996,
issued and outstanding 1,084,268 1,661,075
General Partners (43,391) (37,565)
---------- ----------
Total Partners' Equity 1,040,877 1,623,510
---------- ----------
Total Liabilities and
Partners Equity $1,345,931 $1,893,837
========== ==========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 3
ASSETS
Current Assets:
Cash and Cash Equivalents $ 109,925 $ 97,988
Investments in Securities 40,699 38,831
---------- ----------
Total Current Assets 150,624 136,819
Investments in Securities 308,410 323,539
Investments in Project
Partnerships, Net 584,189 901,663
---------- ----------
Total Assets $1,043,223 $1,362,021
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 48,117 $ 48,855
Long-Term Liabilities:
Payable to General Partners 212,944 189,722
Partners' Equity:
Assignor Limited Partner
Units of limited Partnership
interest consisting of 40,000
authorized BAC's, of which 37,228
at March 31, 1997 and 1996
have been issued to the assignees
Assignees
Units of beneficial interest of
the limited partnership interest of
the assignor limited partner, $1,000
stated value per BAC, 37,228 at
March 31, 1997 and 1996,
issued and outstanding 822,156 1,160,025
General Partners (39,994) (36,581)
---------- ----------
Total Partners' Equity 782,162 1,123,444
---------- ----------
Total Liabilities and
Partners Equity $1,043,223 $1,362,021
========== ==========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 4
ASSETS
Current Assets:
Cash and Cash Equivalents $ 182,773 $ 178,506
Investments in Securities 51,562 49,195
---------- ----------
Total Current Assets 234,335 227,701
Investments in Securities 390,723 409,891
Investments in Project
Partnerships, Net 1,423,319 2,073,510
---------- ----------
Total Assets $2,048,377 $2,711,102
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 52,967 $ 53,905
Long-Term Liabilities:
Payable to General Partners 246,861 212,638
Partners' Equity:
Assignor Limited Partner
Units of limited Partnership
interest consisting of 40,000
authorized BAC's, of which 37,228
at March 31, 1997 and 1996
have been issued to the assignees
Assignees
Units of beneficial interest of
the limited partnership interest of
the assignor limited partner, $1,000
stated value per BAC, 37,228 at
March 31, 1997 and 1996,
issued and outstanding 1,791,717 2,480,767
General Partners (43,168) (36,208)
---------- ----------
Total Partners' Equity 1,748,549 2,444,559
---------- ----------
Total Liabilities and
Partners Equity $2,048,377 $2,711,102
========== ==========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 5
ASSETS
Current Assets:
Cash and Cash Equivalents $ 259,006 $ 257,549
Investments in Securities 64,266 61,314
---------- ----------
Total Current Assets 323,272 318,863
Investments in Securities 486,986 510,876
Investments in Project
Partnerships, Net 2,268,632 3,211,868
---------- ----------
Total Assets $3,078,890 $4,041,607
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 70,909 $ 72,085
Long-Term Liabilities:
Payable to General Partners 237,669 201,848
Partners' Equity:
Assignor Limited Partner
Units of limited Partnership
interest consisting of 40,000
authorized BAC's, of which 37,228
at March 31, 1997 and 1996
have been issued to the assignees
Assignees
Units of beneficial interest of
the limited partnership interest of
the assignor limited partner, $1,000
stated value per BAC, 37,228 at
March 31, 1997 and 1996,
issued and outstanding 2,818,232 3,805,620
General Partners (47,920) (37,946)
---------- ----------
Total Partners' Equity 2,770,312 3,767,674
---------- ----------
Total Liabilities and
Partners Equity $3,078,890 $4,041,607
========== ==========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 6
ASSETS
Current Assets:
Cash and Cash Equivalents $ 396,736 $ 388,991
Investments in Securities 45,870 43,120
---------- ----------
Total Current Assets 442,606 432,111
Investments in Securities 393,657 410,950
Investments in Project
Partnerships, Net 3,912,526 4,769,625
---------- ----------
Total Assets $4,748,789 $5,612,686
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 66,605 $ 67,831
Long-Term Liabilities:
Payable to General Partners 293,418 240,262
Partners' Equity:
Assignor Limited Partner
Units of limited Partnership
interest consisting of 40,000
authorized BAC's, of which 37,228
at March 31, 1997 and 1996
have been issued to the assignees
Assignees
Units of beneficial interest of
the limited partnership interest of
the assignor limited partner, $1,000
stated value per BAC, 37,228 at
March 31, 1997 and 1996,
issued and outstanding 4,433,605 5,340,274
General Partners (44,839) (35,681)
---------- ----------
Total Partners' Equity 4,388,766 5,304,593
---------- ----------
Total Liabilities and
Partners Equity $4,748,789 $5,612,686
========== ==========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
TOTAL SERIES 2 - 6
ASSETS
Current Assets:
Cash and Cash Equivalents $ 1,087,001 $ 1,058,553
Investments in Securities 248,154 236,115
----------- -----------
Total Current Assets 1,335,155 1,294,668
Investments in Securities 1,926,506 2,018,996
Investments in Project
Partnerships, Net 9,003,549 12,307,589
----------- -----------
Total Assets $12,265,210 $15,621,253
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 282,242 $ 287,283
Long-Term Liabilities:
Payable to General Partners 1,252,302 1,070,190
Partners' Equity:
Assignor Limited Partner
Units of limited Partnership
interest consisting of 40,000
authorized BAC's, of which 37,228
at March 31, 1997 and 1996
have been issued to the assignees
Assignees
Units of beneficial interest of
the limited partnership interest of
the assignor limited partner, $1,000
stated value per BAC, 37,228 at
March 31, 1997 and 1996,
issued and outstanding 10,949,978 14,447,761
General Partners (219,312) (183,981)
----------- -----------
Total Partners' Equity 10,730,666 14,263,780
----------- -----------
Total Liabilities and
Partners Equity $12,265,210 $15,621,253
=========== ===========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
SERIES 2 ----------- ----------- ----------
Revenues:
Interest Income $ 36,217 $ 36,532 $ 34,922
----------- ----------- ----------
Expenses:
Asset Management Fee-
General Partner 68,889 68,998 69,024
General and Administrative-
General Partner 6,792 6,812 8,330
General and Administrative-
Other 13,625 10,154 8,497
Amortization 2,369 4,812 5,288
----------- ----------- ----------
Total Expenses 91,675 90,776 91,139
----------- ----------- ----------
Loss Before Equity in Losses of
Project Partnerships (55,458) (54,244) (56,217)
Equity in Losses of Project
Partnerships (527,175) (537,111) (699,847)
----------- ----------- -----------
Net Loss $ (582,633) $ (591,355) $ (756,064)
=========== =========== ===========
Allocation of Net Loss:
Assignees $ (576,807) $ (585,441) $ (748,503)
General Partners (5,826) (5,914) (7,561)
----------- ----------- -----------
$ (582,633) $ (591,355) $ (756,064)
=========== =========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (94.00) $ (95.41) $ (121.99)
Number of Beneficial Assignee
Certificates Outstanding 6,136 6,136 6,136
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
SERIES 3 ----------- ----------- ----------
Revenues:
Interest Income $ 31,128 $ 31,179 $ 29,718
----------- ----------- ----------
Expenses:
Asset Management Fee-
General Partner 63,792 63,927 64,043
General and Administrative-
General Partner 7,102 7,104 8,709
General and Administrative-
Other 17,278 11,001 9,301
Amortization (1,615) (1,969) 7,961
----------- ----------- ----------
Total Expenses 86,557 80,063 90,014
----------- ----------- ----------
Loss Before Equity in Losses of
Project Partnerships (55,429) (48,884) (60,296)
Equity in Losses of Project
Partnerships (285,853) (421,996) (579,907)
----------- ----------- -----------
Net Loss $ (341,282) $ (470,880) $ (640,203)
=========== =========== ===========
Allocation of Net Loss:
Assignees $ (337,869) $ (466,171) $ (633,801)
General Partners (3,413) (4,709) (6,402)
----------- ----------- -----------
$ (341,282) $ (470,880) $ (640,203)
=========== =========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (61.93) $ (85.44) $ (116.17)
Number of Beneficial Assignee
Certificates Outstanding 5,456 5,456 5,456
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
SERIES 4 ----------- ----------- ----------
Revenues:
Interest Income $ 41,455 $ 42,246 $ 40,437
----------- ----------- ----------
Expenses:
Asset Management Fee-
General Partner 78,270 78,384 78,571
General and Administrative-
General Partner 8,953 8,978 10,456
General and Administrative-
Other 17,019 12,268 11,050
Amortization (1,955) 3,390 4,162
----------- ----------- ----------
Total Expenses 102,287 103,020 104,239
----------- ----------- ----------
Loss Before Equity in Losses of
Project Partnerships (60,832) (60,774) (63,802)
Equity in Losses of Project
Partnerships (635,178) (644,865) (694,726)
----------- ----------- -----------
Net Loss $ (696,010) $ (705,639) $ (758,528)
=========== =========== ===========
Allocation of Net Loss:
Assignees $ (689,050) $ (698,583) $ (750,943)
General Partners (6,960) (7,056) (7,585)
----------- ----------- -----------
$ (696,010) $ (705,639) $ (758,528)
=========== =========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (99.65) $ (101.02) $ (108.60)
Number of Beneficial Assignee
Certificates Outstanding 6,915 6,915 6,915
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
SERIES 5 ----------- ----------- ----------
Revenues:
Interest Income $ 52,985 $ 54,273 $ 57,635
----------- ----------- ----------
Expenses:
Asset Management Fee-
General Partner 96,844 97,010 97,163
General and Administrative-
General Partner 11,114 11,144 13,682
General and Administrative-
Other 19,418 14,676 13,108
Amortization 11,006 12,752 11,404
----------- ----------- ----------
Total Expenses 138,382 135,582 135,357
----------- ----------- ----------
Loss Before Equity in Losses of
Project Partnerships (85,397) (81,309) (77,722)
Equity in Losses of Project
Partnerships (911,965) (700,127) (739,296)
----------- ----------- -----------
Net Loss $ (997,362) $ (781,436) $ (817,018)
=========== =========== ===========
Allocation of Net Loss:
Assignees $ (987,388) $ (773,622) $ (808,848)
General Partners (9,974) (7,814) (8,170)
----------- ----------- -----------
$ (997,362) $ (781,436) $ (817,018)
=========== =========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (114.60) $ (89.79) $ (93.88)
Number of Beneficial Assignee
Certificates Outstanding 8,616 8,616 8,616
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
SERIES 6 ----------- ----------- ----------
Revenues:
Interest Income $ 47,326 $ 48,446 $ 48,235
----------- ----------- ----------
Expenses:
Asset Management Fee-
General Partner 107,403 107,665 107,910
General and Administrative-
General Partner 11,732 11,765 14,388
General and Administrative-
Other 16,660 16,398 14,994
Amortization 22,048 22,656 23,007
----------- ----------- ----------
Total Expenses 157,843 158,484 160,299
----------- ----------- ----------
Loss Before Equity in Losses of
Project Partnerships (110,517) (110,038) (112,064)
Equity in Losses of Project
Partnerships (805,310) (710,986) (875,023)
----------- ----------- -----------
Net Loss $ (915,827) $ (821,024) $ (987,087)
=========== =========== ===========
Allocation of Net Loss:
Assignees $ (906,669) $ (812,814) $ (977,216)
General Partners (9,158) (8,210) (9,871)
----------- ----------- -----------
$ (915,827) $ (821,024) $ (987,087)
=========== =========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (89.72) $ (80.44) $ (96.71)
Number of Beneficial Assignee
Certificates Outstanding 10,105 10,105 10,105
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
TOTAL SERIES 2-6 ------------ ------------ -----------
Revenues:
Interest Income $ 209,111 $ 212,676 $ 210,947
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 415,198 415,984 416,711
General and Administrative-
General Partner 45,693 45,803 55,565
General and Administrative-
Other 84,000 64,497 56,950
Amortization 31,853 41,641 51,822
----------- ------------ -----------
Total Expenses 576,744 567,925 581,048
----------- ------------ -----------
Loss Before Equity in Losses of
Project Partnerships (367,633) (355,249) (370,101)
Equity in Losses of Project
Partnerships (3,165,481) (3,015,085) (3,588,799)
------------ ------------ ------------
Net Loss $(3,533,114) $(3,370,334) $(3,958,900)
============ ============ ============
Allocation of Net Loss:
Assignees $(3,497,783) $(3,336,631) $(3,919,311)
General Partners (35,331) (33,703) (39,589)
------------ ------------ ------------
$(3,533,114) $(3,370,334) $(3,958,900)
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
General
Assignees Partners Total
SERIES 2 ----------- ----------- -----------
Balance at
March 31, 1994 $ 2,995,019 $ (24,090) $ 2,970,929
Net Loss (748,503) (7,561) (756,064)
------------ ---------- ------------
Balance at
March 31, 1995 2,246,516 (31,651) 2,214,865
Net Loss (585,441) (5,914) (591,355)
------------ ---------- ------------
Balance at
March 31, 1996 1,661,075 (37,565) 1,623,510
Net Loss (576,807) (5,826) (582,633)
------------ ---------- ------------
Balance at
March 31, 1997 $ 1,084,268 $ (43,391) $ 1,040,877
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
General
Assignees Partners Total
SERIES 3 ----------- ----------- -----------
Balance at
March 31, 1994 $ 2,259,997 $ (25,470) $ 2,234,527
Net Loss (633,801) (6,402) (640,203)
------------ ---------- ------------
Balance at
March 31, 1995 1,626,196 (31,872) 1,594,324
Net Loss (466,171) (4,709) (470,880)
------------ ---------- ------------
Balance at
March 31, 1996 1,160,025 (36,581) 1,123,444
Net Loss (337,869) (3,413) (341,282)
------------ ---------- ------------
Balance at
March 31, 1997 $ 822,156 $ (39,994) $ 782,162
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
General
Assignees Partners Total
SERIES 4 ----------- ----------- -----------
Balance at
March 31, 1994 $ 3,930,293 $ (21,567) $ 3,908,726
Net Loss (750,943) (7,585) (758,528)
------------ ---------- ------------
Balance at
March 31, 1995 3,179,350 (29,152) 3,150,198
Net Loss (698,583) (7,056) (705,639)
------------ ---------- ------------
Balance at
March 31, 1996 2,480,767 (36,208) 2,444,559
Net Loss (689,050) (6,960) (696,010)
------------ ---------- ------------
Balance at
March 31, 1997 $ 1,791,717 $ (43,168) $ 1,748,549
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
General
Assignees Partners Total
SERIES 5 ----------- ----------- -----------
Balance at
March 31, 1994 $ 5,388,090 $ (21,962) $ 5,366,128
Net Loss (808,848) (8,170) (817,018)
------------ ---------- ------------
Balance at
March 31, 1995 4,579,242 (30,132) 4,549,110
Net Loss (773,622) (7,814) (781,436)
------------ ---------- ------------
Balance at
March 31, 1996 3,805,620 (37,946) 3,767,674
Net Loss (987,388) (9,974) (997,362)
------------ ---------- ------------
Balance at
March 31, 1997 $ 2,818,232 $ (47,920) $ 2,770,312
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
General
Assignees Partners Total
SERIES 6 ----------- ----------- -----------
Balance at
March 31, 1994 $ 7,130,304 $ (17,600) $ 7,112,704
Net Loss (977,216) (9,871) (987,087)
------------ ---------- ------------
Balance at
March 31, 1995 6,153,088 (27,471) 6,125,617
Net Loss (812,814) (8,210) (821,024)
------------ ---------- ------------
Balance at
March 31, 1996 5,340,274 (35,681) 5,304,593
Net Loss (906,669) (9,158) (915,827)
------------ ---------- ------------
Balance at
March 31, 1997 $ 4,433,605 $ (44,839) $ 4,388,766
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
General
Assignees Partners Total
TOTAL SERIES 2-6 ----------- ----------- -----------
Balance at
March 31, 1994 $21,703,703 $(110,689) $21,593,014
Net Loss (3,919,311) (39,589) (3,958,900)
------------ ---------- ------------
Balance at
March 31, 1995 17,784,392 (150,278) 17,634,114
Net Loss (3,336,631) (33,703) (3,370,334)
------------ ---------- ------------
Balance at
March 31, 1996 14,447,761 (183,981) 14,263,780
Net Loss (3,497,783) (35,331) (3,533,114)
------------ ---------- ------------
Balance at
March 31, 1997 $10,949,978 $(219,312) $10,730,666
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
SERIES 2 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $ (582,633) $ (591,355) $ (756,064)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization 2,369 4,812 5,288
Accreted Interest Income
on Investments in
Securities (28,749) (29,127) (29,552)
Equity in Losses of
Project Partnerships 527,175 537,111 699,847
Interest Income from Redemption
of Securities 10,358 7,238 4,425
Changes in Operating Assets
and Liabilities:
Decrease in Accounts
Receivable 0 0 0
Increase in Payable to
General Partners 34,728 35,578 41,534
------------ ------------ ------------
Net Cash Used in
Operating
Activities (36,752) (35,743) (34,522)
------------ ------------ ------------
Cash Flows from Investing Activities:
Investments in Project
Partnerships 0 0 0
Acquisition Fees and
Expenses 0 0 0
Distributions Received from
Project Partnerships 6,497 8,762 16,944
Redemption of Investment
in Securities 33,297 34,610 35,612
Decrease in Payable to:
Project Partnerships -
Capital Contributions 0 0 0
------------ ------------ ------------
Net Cash Provided by
(Used in) Investing
Activities 39,794 43,372 52,556
------------ ------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents 3,042 7,629 18,034
Cash and Cash Equivalents at
Beginning of Year 135,519 127,890 109,856
------------ ------------ ------------
Cash and Cash Equivalents at
End of Year $ 138,561 $ 135,519 $ 127,890
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
SERIES 3 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $ (341,282) $ (470,880) $ (640,203)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization (1,615) (1,969) 7,961
Accreted Interest Income
on Investments in
Securities (25,571) (25,908) (26,286)
Equity in Losses of
Project Partnerships 285,853 421,996 579,907
Interest Income from Redemption
of Securities 9,212 6,437 3,917
Changes in Operating Assets
and Liabilities:
Decrease in Accounts
Receivable 0 0 0
Increase in Payable to
General Partners 22,486 27,408 35,907
------------ ------------ ------------
Net Cash Used in
Operating
Activities (50,917) (42,916) (38,797)
------------ ------------ ------------
Cash Flows from Investing Activities:
Investments in Project
Partnerships 0 0 0
Acquisition Fees and
Expenses 0 0 0
Distributions Received from
Project Partnerships 33,237 26,471 24,455
Redemption of Investment
in Securities 29,617 30,785 31,695
Decrease in Payable to:
Project Partnerships -
Capital Contributions 0 0 0
------------ ------------ ------------
Net Cash Provided by
(Used in) Investing
Activities 62,854 57,256 56,150
------------ ------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents 11,937 14,340 17,353
Cash and Cash Equivalents at
Beginning of Year 97,988 83,648 66,295
------------ ------------ ------------
Cash and Cash Equivalents at
End of Year $ 109,925 $ 97,988 $ 83,648
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
SERIES 4 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $ (696,010) $ (705,639) $ (758,528)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization (1,955) 3,390 4,162
Accreted Interest Income
on Investments in
Securities (32,396) (32,822) (33,301)
Equity in Losses of
Project Partnerships 635,178 644,865 694,726
Interest Income from Redemption
of Securities 11,676 8,155 4,962
Changes in Operating Assets
and Liabilities:
Decrease in Accounts
Receivable 0 0 0
Increase in Payable to
General Partners 33,284 37,155 43,395
------------ ------------ ------------
Net Cash Used in
Operating
Activities (50,223) (44,896) (44,584)
------------ ------------ ------------
Cash Flows from Investing Activities:
Investments in Project
Partnerships 0 0 0
Acquisition Fees and
Expenses 0 0 0
Distributions Received from
Project Partnerships 16,968 15,751 19,502
Redemption of Investment
in Securities 37,522 39,000 40,155
Decrease in Payable to:
Project Partnerships -
Capital Contributions 0 0 0
------------ ------------ ------------
Net Cash Provided by
(Used in) Investing
Activities 54,490 54,751 59,657
------------ ------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents 4,267 9,855 15,073
Cash and Cash Equivalents at
Beginning of Year 178,506 168,651 153,578
------------ ------------ ------------
Cash and Cash Equivalents at
End of Year $ 182,773 $ 178,506 $ 168,651
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
SERIES 5 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $ (997,362) $ (781,436) $ (817,018)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization 11,006 12,752 11,404
Accreted Interest Income
on Investments in
Securities (40,378) (40,909) (41,507)
Equity in Losses of
Project Partnerships 911,965 700,127 739,296
Interest Income from Redemption
of Securities 14,552 10,166 6,186
Changes in Operating Assets
and Liabilities:
Decrease in Accounts
Receivable 0 0 0
Increase in Payable to
General Partners 34,644 32,942 49,740
------------ ------------ ------------
Net Cash Used in
Operating
Activities (65,573) (66,358) (51,899)
------------ ------------ ------------
Cash Flows from Investing Activities:
Investments in Project
Partnerships 0 0 (3,179)
Acquisition Fees and
Expenses 0 0 (13,602)
Distributions Received from
Project Partnerships 20,264 26,233 26,197
Redemption of Investment
in Securities 46,766 48,609 50,048
Decrease in Payable to:
Project Partnerships -
Capital Contributions 0 0 (109,508)
------------ ------------ ------------
Net Cash Provided by
(Used in) Investing
Activities 67,030 74,842 (50,044)
------------ ------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents 1,457 8,484 (101,943)
Cash and Cash Equivalents at
Beginning of Year 257,549 249,065 351,008
------------ ------------ ------------
Cash and Cash Equivalents at
End of Year $ 259,006 $ 257,549 $ 249,065
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
SERIES 6 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $ (915,827) $ (821,024) $ (987,087)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization 22,048 22,656 23,007
Accreted Interest Income
on Investments in
Securities (30,456) (30,458) (30,196)
Equity in Losses of
Project Partnerships 805,310 710,986 875,023
Interest Income from Redemption
of Securities 8,978 5,963 3,455
Changes in Operating Assets
and Liabilities:
Decrease in Accounts
Receivable 0 0 20,136
Increase in Payable to
General Partners 51,930 58,457 74,609
----------- ----------- ------------
Net Cash Used in
Operating
Activities (58,017) (53,420) (21,053)
----------- ---------- ------------
Cash Flows from Investing Activities:
Investments in Project
Partnerships 0 0 23,322
Acquisition Fees and
Expenses 0 0 0
Distributions Received from
Project Partnerships 29,740 21,796 24,535
Redemption of Investment
in Securities 36,022 36,037 35,546
Decrease in Payable to:
Project Partnerships -
Capital Contributions 0 0 0
----------- ----------- ------------
Net Cash Provided by
(Used in) Investing
Activities 65,762 57,833 83,403
----------- ----------- ------------
Increase (Decrease) in Cash and
Cash Equivalents 7,745 4,413 62,350
Cash and Cash Equivalents at
Beginning of Year 388,991 384,578 322,228
----------- ----------- ------------
Cash and Cash Equivalents at
End of Year $ 396,736 $ 388,991 $ 384,578
=========== =========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
TOTAL SERIES 2-6 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $(3,533,114) $(3,370,334) $(3,958,900)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization 31,853 41,641 51,822
Accreted Interest Income
on Investments in
Securities (157,550) (159,224) (160,842)
Equity in Losses of
Project Partnerships 3,165,481 3,015,085 3,588,799
Interest Income from Redemption
of Securities 54,776 37,959 22,945
Changes in Operating Assets
and Liabilities:
Decrease in Accounts
Receivable 0 0 20,136
Increase in Payable to
General Partners 177,072 191,540 245,185
------------ ------------ ------------
Net Cash Used in
Operating
Activities (261,482) (243,333) (190,855)
------------ ------------ ------------
Cash Flows from Investing Activities:
Investments in Project
Partnerships 0 0 20,143
Acquisition Fees and
Expenses 0 0 (13,602)
Distributions Received from
Project Partnerships 106,706 99,013 111,633
Redemption of Investment
in Securities 183,224 189,041 193,056
Decrease in Payable to:
Project Partnerships -
Capital Contributions 0 0 (109,508)
------------ ------------ ------------
Net Cash Provided by
(Used in) Investing
Activities 289,930 288,054 201,722
------------ ------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents 28,448 44,721 10,867
Cash and Cash Equivalents at
Beginning of Year 1,058,553 1,013,832 1,002,965
------------ ------------ ------------
Cash and Cash Equivalents at
End of Year $ 1,087,001 $ 1,058,553 $ 1,013,832
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997, 1996 AND 1995
NOTE 1 - ORGANIZATION:
Gateway Tax Credit Fund II Ltd. ("Gateway"), a Florida
Limited Partnership, was formed September 12, 1989, under the
laws of Florida. Operations commenced on September 14, 1990
for Series 2, September 28, 1990 for Series 3, February 1,
1991 for Series 4, July 1, 1991 for Series 5 and January 1,
1992 for Series 6. Gateway has invested, as a limited partn-
er, in other limited partnerships ("Project Partnerships")
each of which owns and operates one or more 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. As of March 31, 1997, Gateway had
received capital contributions of $1,000 from the General
Partners and $37,228,000 from Beneficial Assignee Certificate
investors (the "Assignees"). The fiscal year of Gateway for
reporting purposes ends on March 31.
Pursuant to the Securities Act of 1933, Gateway filed a
Form S-11 Registration Statement with the Securities and
Exchange Commission, effective September 12, 1989, which
covered the offering (the "Public Offering") of Gateway's
Beneficial Assignee Certificates ("BACs") representing
assignments of units for the beneficial interest of the
limited partnership interest of the Assignor Limited Partner.
The Assignor Limited Partner was formed for the purpose of
serving in that capacity for the Fund and will not engage in
any other business.
Raymond James Partners, Inc. and Raymond James Tax Credit
Funds, Inc., wholly-owned subsidiaries of Raymond James
Financial, Inc., are the General Partner and the Managing
General Partner, respectively. The Managing General Partner
manages and controls the business of Gateway.
Gateway offered BACs in five series. BACs in the amounts
of $6,136,000, $5,456,000, $6,915,000, $8,616,000 and
$10,105,000 for Series 2, 3, 4, 5 and 6, respectively had been
issued as of March 31, 1997. Each Series is treated as a
separate partnership, investing in a separate and distinct
pool of Project Partnerships. Net proceeds from each Series
are used to acquire Project Partnerships which are
specifically allocated to such Series. Income or loss and all
tax items from the Project Partnerships acquired by each
Series are specifically allocated among the Assignees of such
Series.
Operating profits and losses, cash distributions from
operations and tax credits are allocated 99% to the Assignees
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.
Concentration 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.
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.
Offering and Commission Costs
Offering and commission costs were charged against
Assignees' 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.
NOTE 3 - INVESTMENT IN SECURITIES:
The March 31, 1997 Balance Sheet includes Investment in
Securities consisting of U.S. Government Security Strips which
represents their cost, plus accreted interest income of
$126,823 for Series 2, $112,807 for Series 3, $142,915 for
Series 4, $178,125 for Series 5 and $114,459 for Series 6.
For convenience, the Investment in Securities are commonly
held in a brokerage account with Raymond James and Associates,
Inc. A separate accounting is maintained for each series'
share of the investments.
Gross
Cost Plus Unrealized
Estimated Accreted Gains and
Market Value Interest (Losses)
Series 2 $ 405,394 $392,487 $ 12,907
Series 3 360,473 349,109 11,364
Series 4 456,863 442,285 14,578
Series 5 569,245 551,252 17,993
Series 6 443,040 439,527 3,513
As of March 31, 1997, the cost and accreted interest of debt
securities by contractual maturities is as follows:
<PAGE>
Series 2 Series 3
Due within 1 year $ 45,757 $ 40,699
After 1 year through 5 years 168,808 150,150
After 5 years through 10 years 177,922 158,260
--------- ---------
Total Amount Carried on
Balance Sheet $ 392,487 $ 349,109
========= =========
Series 4 Series 5
Due within 1 year $ 51,562 $ 64,266
After 1 year through 5 years 190,223 237,091
After 5 years through 10 years 200,500 249,895
--------- ---------
Total Amount Carried on
Balance Sheet $ 442,285 $ 551,252
========= =========
Series 6 Total
Due within 1 year $ 45,870 $ 248,154
After 1 year through 5 years 182,093 928,365
After 5 years through 10 years 211,564 998,141
--------- ---------
Total Amount Carried on
Balance Sheet $ 439,527 $2,174,660
========= =========
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 Payable to Project Partnerships represents unpaid
capital contributions to the Project Partnerships and will be
paid after certain performance criteria are met. Such
contributions are in turn payable to the general partner of
the Project Partnerships.
For the years ended March 31, 1997, 1996 and 1995 the
General Partners and affiliates are entitled to compensation
and reimbursement for costs and expenses incurred by Gateway
as follows:
Acquisition Fees - Acquisition fees are paid for services
rendered by the Managing General Partner in selecting
properties for acquisition and providing other services in
connection with the acquisition of interests in Project
Partnerships. The acquisition fees paid or payable to the
General Partners will not exceed the amount that is equal to
8% of the gross proceeds. The fees paid are included in
Investments in Project Partnerships on the Balance Sheets.
1997 1996 1995
---- ---- ----
Series 2 $ 0 $ 0 $ 0
Series 3 0 0 0
Series 4 0 0 0
Series 5 0 0 13,602
Series 6 0 0 0
------- -------- --------
Total $ 0 $ 0 $ 13,602
======= ======== ========
Asset Management Fee - The Managing General Partner is
entitled to be paid an annual asset management fee equal to
0.25% 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.
Series 2 $ 68,889 $ 68,998 $ 69,024
Series 3 63,792 63,927 64,043
Series 4 78,270 78,384 78,571
Series 5 96,844 97,010 97,163
Series 6 107,403 107,665 107,910
-------- --------- ---------
Total $415,198 $ 415,984 $ 416,711
======== ========= =========
General and Administrative Expenses - The Managing General
Partner is reimbursed for general and administrative expenses
of Gateway on an accountable basis. This expense is included
in the Statements of Operations.
Series 2 $ 6,792 $ 6,812 $ 8,330
Series 3 7,102 7,104 8,709
Series 4 8,953 8,978 10,456
Series 5 11,114 11,144 13,682
Series 6 11,732 11,765 14,388
-------- --------- --------
Total $ 45,693 $ 45,803 $ 55,565
======== ========= ========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:
As of March 31, 1997, the Partnership had acquired an interest
in 22 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes. The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
The following is a summary of Investments in Project Partnerships
as of:
MARCH 31, MARCH 31,
1997 1996
SERIES 2 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 4,524,678 $ 4,524,678
Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1) 39,734 33,815
Cumulative equity in losses of
Project Partnerships (2) (4,022,371) (3,495,196)
Cumulative distributions received
from Project Partnerships (51,621) (45,124)
Acquisition fees and expenses 390,838 390,838
Accumulated amortization of
acquisition fees and expenses (66,375) (58,088)
------------ ------------
Investments in
Project Partnerships $ 814,883 $ 1,350,923
============ ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price. At March 31, 1997 and 1996 these excess costs were
$205,718.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $145,935 for the year ended March 31, 1997 and
cumulative suspended losses of $25,114 for the year ended March 31,
1996 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
As of March 31, 1997, the Partnership had acquired an interest
in 23 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes. The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
The following is a summary of Investments in Project Partnerships
as of:
MARCH 31, MARCH 31,
1997 1996
SERIES 3 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 3,888,713 $ 3,888,713
Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1) 41,993 33,947
Cumulative equity in losses of
Project Partnerships (2) (3,623,613) (3,337,760)
Cumulative distributions received
from Project Partnerships (143,977) (110,740)
Acquisition fees and expenses 491,746 491,746
Accumulated amortization of
acquisition fees and expenses (70,673) (64,243)
------------ ------------
Investments in
Project Partnerships $ 584,189 $ 901,663
============ ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price. At March 31, 1997 and 1996 these excess costs were
$213,147.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $569,390 for the year ended March 31, 1997 and
cumulative suspended losses of $226,112 for the year ended March
31, 1996 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
As of March 31, 1997, the Partnership had acquired an interest
in 29 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes. The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
The following is a summary of Investments in Project Partnerships
as of:
MARCH 31, MARCH 31,
1997 1996
SERIES 4 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 4,952,519 $ 4,952,519
Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1) 74,647 60,437
Cumulative equity in losses of
Project Partnerships (2) (4,003,381) (3,368,203)
Cumulative distributions received
from Project Partnerships (76,251) (59,283)
Acquisition fees and expenses 562,967 562,967
Accumulated amortization of
acquisition fees and expenses (87,182) (74,927)
------------ ------------
Investments in
Project Partnerships $ 1,423,319 $ 2,073,510
============ ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price. At March 31, 1997 these excess costs were $411,863
and at March 31, 1996 these excess costs were $430,637.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $106,365 for the year ended March 31, 1997 and
cumulative suspended losses of $11,440 for the year ended March 31,
1996 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
As of March 31, 1997, the Partnership had acquired an interest
in 36 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes. The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
The following is a summary of Investments in Project Partnerships
as of:
MARCH 31, MARCH 31,
1997 1996
SERIES 5 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 6,164,472 $ 6,164,472
Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1) 33,149 27,015
Cumulative equity in losses of
Project Partnerships (2) (4,378,628) (3,466,663)
Cumulative distributions received
from Project Partnerships (105,135) (84,871)
Acquisition fees and expenses 650,837 650,837
Accumulated amortization of
acquisition fees and expenses (96,063) (78,922)
------------ ------------
Investments in
Project Partnerships $ 2,268,632 $ 3,211,868
============ ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price. At March 31, 1997 and 1996 these excess costs were
$214,636.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $25,401 for the year ended March 31, 1997 and
cumulative suspended losses of $0 for the year ended March 31, 1996
are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
As of March 31, 1997, the Partnership had acquired an interest
in 38 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes. The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
The following is a summary of Investments in Project Partnerships
as of:
MARCH 31, MARCH 31,
1997 1996
SERIES 6 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 7,462,215 $ 7,462,215
Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1) (2,849) (2,253)
Cumulative equity in losses of
Project Partnerships (2) (4,132,896) (3,327,586)
Cumulative distributions received
from Project Partnerships (93,172) (63,432)
Acquisition fees and expenses 785,179 785,179
Accumulated amortization of
acquisition fees and expenses (105,951) (84,498)
------------ ------------
Investments in
Project Partnerships $ 3,912,526 $ 4,769,625
============ ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price. At March 31, 1997 and 1996 these excess costs were
($20,841).
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $89,395 for the year ended March 31, 1997 and
cumulative suspended losses of $11,517 for the year ended March 31,
1996 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
The following is a summary of Investments in Project
Partnerships:
MARCH 31, MARCH 31,
1997 1996
TOTAL SERIES 2 - 6 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 26,992,597 $ 26,992,597
Accumulated accretion/(amortization) of
the difference in the book value of
underlying assets of the Project
Partnerships over/under purchase
price (1) 186,674 152,961
Cumulative equity in losses of
Project Partnerships (20,160,889) (16,995,408)
Cumulative distributions received
from Project Partnerships (470,156) (363,450)
Acquisition fees and expenses 2,881,567 2,881,567
Accumulated amortization of
acquisition fees and expenses (426,244) (360,678)
------------- -------------
Investments in
Project Partnerships $ 9,003,549 $ 12,307,589
============= =============
<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 for the Series'
Project Partnerships as of December 31 of each year:
1996 1995 1994
SERIES 2 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,604,887 $ 1,422,846 $ 1,227,646
Investment properties,
net 22,550,031 23,440,185 24,354,185
Other assets 770 2,731 5,582
------------- ------------- -------------
Total assets $ 24,155,688 $ 24,865,762 $ 25,587,413
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 475,053 $ 467,189 $ 553,699
Long-term debt 23,263,436 23,307,700 23,318,249
------------- ------------- -------------
Total liabilities 23,738,489 23,774,889 23,871,948
Partners' Equity
Limited Partner 340,514 997,378 1,525,449
General Partners 76,685 93,495 190,016
------------- ------------- ------------
417,199 1,090,873 1,715,465
Total liabilities and
partners' equity $ 24,155,688 $ 24,865,762 $ 25,587,413
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 3,877,838 $ 3,769,724 $ 3,697,671
Expenses:
Operating expenses 1,505,411 1,360,644 1,347,826
Interest expense 2,087,442 2,069,305 2,085,887
Depreciation and
amortization 939,525 959,697 970,876
------------- ------------- -------------
Total expenses 4,532,378 4,389,646 4,404,589
Net loss $ (654,540) $ (619,922) $ (706,918)
============= ============= =============
Other partners' share
of net loss $ (6,544) $ (57,697) $ (7,071)
Partnership's share
of net loss $ (647,996) $ (562,225) $ (699,847)
Suspended loss 120,821 25,114 0
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (527,175) $ (537,111) $ (699,847)
============= ============= =============
As of December 31, 1996, the largest Project Partnership
constituted 12.2% and 13.6%, and as of December 31, 1995 the
largest Project Partnership constituted 12.3% and 13.7% of the
combined total assets by series and combined total revenues by
series, respectively.
<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 for the Series'
Project Partnerships as of December 31 of each year:
1996 1995 1994
SERIES 3 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,983,148 $ 1,836,034 $ 1,772,802
Investment properties,
net 19,791,394 20,657,451 21,463,028
Other assets 225,290 231,762 242,374
------------- ------------- -------------
Total assets $ 21,999,832 $ 22,725,247 $ 23,478,204
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 496,156 $ 466,740 $ 551,949
Long-term debt 21,846,525 21,901,006 21,947,967
------------- ------------- -------------
Total liabilities 22,342,681 22,367,746 22,499,916
Partners' Equity
Limited Partner (680,352) (17,911) 610,805
General Partners 337,503 375,412 367,483
------------- ------------- ------------
(342,849) 357,501 978,288
Total liabilities and
partners' equity $ 21,999,832 $ 22,725,247 $ 23,478,204
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 3,860,435 $ 3,785,907 $ 3,790,124
Expenses:
Operating expenses 1,543,041 1,443,838 1,357,999
Interest expense 2,029,124 2,023,990 2,072,627
Depreciation and
amortization 925,984 940,084 973,197
------------- ------------- -------------
Total expenses 4,498,149 4,407,912 4,403,823
Net loss $ (637,714) $ (622,005) $ (613,699)
============= ============= =============
Other partners' share
of net loss $ (8,583) $ (9,145) $ 1,456
Partnership's share
of net loss $ (629,131) $ (612,860) $ (615,155)
Suspended loss 343,278 190,864 35,248
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (285,853) $ (421,996) $ (579,907)
============= ============= =============
As of December 31, 1996, the largest Project Partnership
constituted 7.5% and 6.5%, and as of December 31, 1995 the largest
Project Partnership constituted 7.4% and 6.3% of the combined total
assets by series and combined total revenues by series,
respectively.
<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 for the Series'
Project Partnerships as of December 31 of each year:
1996 1995 1994
SERIES 4 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,953,151 $ 1,843,416 $ 1,712,216
Investment properties,
net 26,300,477 27,277,952 28,303,182
Other assets 9,547 10,644 12,852
------------- ------------- -------------
Total assets $ 28,263,175 $ 29,132,012 $ 30,028,250
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 586,126 $ 623,562 $ 697,174
Long-term debt 26,621,848 26,667,967 26,743,281
------------- ------------- -------------
Total liabilities 27,207,974 27,291,529 27,440,455
Partners' Equity
Limited Partner 801,544 1,551,613 2,235,019
General Partners 253,657 288,870 352,776
------------- ------------- ------------
1,055,201 1,840,483 2,587,795
Total liabilities and
partners' equity $ 28,263,175 $ 29,132,012 $ 30,028,250
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 4,496,298 $ 4,453,375 $ 4,393,027
Expenses:
Operating expenses 1,846,670 1,806,691 1,645,623
Interest expense 2,330,476 2,320,449 2,397,253
Depreciation and
amortization 1,043,887 1,047,484 1,063,024
------------- ------------- -------------
Total expenses 5,221,033 5,174,624 5,105,900
Net loss $ (724,735) $ (721,249) $ (712,873)
============= ============= =============
Other partners' share
of net loss $ 5,368 $ (64,944) $ (18,147)
Partnership's share
of net loss $ (730,103) $ (656,305) $ (694,726)
Suspended loss 94,925 11,440 0
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (635,178) $ (644,865) $ (694,726)
============= ============= =============
As of December 31, 1996, the largest Project Partnership
constituted 5.9% and 5.7%, and as of December 31, 1995 the largest
Project Partnership constituted 5.9% and 5.8% of the combined total
assets by series and combined total revenues by series,
respectively.
<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 for the Series'
Project Partnerships as of December 31 of each year:
1996 1995 1994
SERIES 5 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,490,991 $ 2,177,936 $ 1,983,020
Investment properties,
net 32,973,118 34,303,980 35,493,982
Other assets 1,056 3,876 15,052
------------- ------------- -------------
Total assets $ 35,465,165 $ 36,485,792 $ 37,492,054
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 814,225 $ 776,819 $ 1,016,261
Long-term debt 32,902,094 32,969,419 33,030,862
------------- ------------- -------------
Total liabilities 33,716,319 33,746,238 34,047,123
Partners' Equity
Limited Partner 1,770,278 2,675,680 3,496,164
General Partners (21,432) 63,874 (51,233)
------------- ------------- ------------
1,748,846 2,739,554 3,444,931
Total liabilities and
partners' equity $ 35,466,165 $ 36,485,792 $ 37,492,054
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 5,464,443 $ 5,378,749 $ 5,295,875
Expenses:
Operating expenses 2,241,929 1,990,169 1,903,192
Interest expense 2,788,862 2,819,869 2,804,829
Depreciation and
amortization 1,380,487 1,219,766 1,423,401
------------- ------------- -------------
Total expenses 6,411,278 6,029,804 6,131,422
Net loss $ (946,835) $ (651,055) $ (835,547)
============= ============= =============
Other partners' share
of net loss $ (9,469) $ 49,072 $ (96,251)
Partnership's share
of net loss $ (937,366) $ (700,127) $ (739,296)
Suspended loss 25,401 0 0
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (911,965) $ (700,127) $ (739,296)
============= ============= =============
As of December 31, 1996, the largest Project Partnership
constituted 8.1% and 7.9%, and as of December 31, 1995 the largest
Project Partnership constituted 8.0% and 7.9% of the combined total
assets by series and combined total revenues by series,
respectively.
<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 for the Series'
Project Partnerships as of December 31 of each year:
1996 1995 1994
SERIES 6 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,723,043 $ 2,426,332 $ 2,038,027
Investment properties,
net 37,084,577 38,474,916 39,885,897
Other assets 16,953 28,774 46,328
------------- ------------- -------------
Total assets $ 39,824,573 $ 40,930,022 $ 41,970,252
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 905,627 $ 976,499 $ 1,108,370
Long-term debt 35,857,657 35,963,608 36,062,397
------------- ------------- -------------
Total liabilities 36,763,284 36,940,107 37,170,767
Partners' Equity
Limited Partner 3,184,723 4,124,702 4,850,592
General Partners (123,434) (134,787) (51,107)
------------- ------------- ------------
3,061,289 3,989,915 4,799,485
Total liabilities and
partners' equity $ 39,824,573 $ 40,930,022 $ 41,970,252
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 5,752,444 $ 5,656,081 $ 5,503,738
Expenses:
Operating expenses 2,230,157 2,049,620 1,950,723
Interest expense 2,938,880 2,927,990 2,877,638
Depreciation and
amortization 1,477,003 1,437,632 1,564,347
------------- ------------- -------------
Total expenses 6,646,040 6,415,242 6,392,708
Net loss $ (893,596) $ (759,161) $ (888,970)
============= ============= =============
Other partners' share
of net loss $ (10,408) $ (36,658) $ (13,947)
Partnership's share
of net loss $ (883,188) $ (722,503) $ (875,023)
Suspended loss 77,878 11,517 0
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (805,310) $ (710,986) $ (875,023)
============= ============= =============
As of December 31, 1996, the largest Project Partnership
constituted 7.0% and 6.7%, and as of December 31, 1995 the largest
Project Partnership constituted 7.0% and 6.7% of the combined total
assets by series and combined total revenues by series,
respectively.
<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 for the Series'
Project Partnerships as of December 31 of each year:
1997 1996 1994
TOTAL SERIES 2-6 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 10,755,220 $ 9,706,564 $ 8,733,711
Investment properties,
net 138,699,597 144,154,484 149,500,274
Other assets 253,616 277,787 322,188
------------- ------------- -------------
Total assets $149,708,433 $154,138,835 $158,556,173
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 3,277,187 $ 3,310,809 $ 3,927,453
Long-term debt 140,491,560 140,809,700 141,102,756
------------- ------------- -------------
Total liabilities 143,768,747 144,120,509 145,030,209
Partners' Equity
Limited Partner 5,416,707 9,331,462 12,718,029
General Partners 522,979 686,864 807,935
------------- ------------- ------------
5,939,686 10,018,326 13,525,964
Total liabilities and
partners' equity $149,708,433 $154,138,835 $158,556,173
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 23,451,458 $ 23,043,836 $ 22,680,435
Expenses:
Operating expenses 9,367,208 8,650,962 8,205,363
Interest expense 12,174,784 12,161,603 12,238,234
Depreciation and
amortization 5,766,886 5,604,663 5,994,845
------------- ------------- -------------
Total expenses 27,308,878 26,417,228 26,438,442
Net loss $ (3,857,420) $ (3,373,392) $ (3,758,007)
============= ============= =============
Other partners' share
of net loss $ (29,636) $ (119,372) $ (133,960)
Partnership's share
of net loss $ (3,827,784) $ (3,254,020) $ (3,624,047)
Suspended loss 662,303 238,935 35,248
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (3,165,481) $ (3,015,085) $ (3,588,799)
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
SERIES 2 ----------- ---------- --------------
Net Loss per Financial
Statements $ (582,633) $ (591,355) $ (756,064)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (260,440) (161,662) (42,854)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end (1,569) (1,153) (672)
Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
Asset Management Fee 35,831 35,373 40,700
Amortization Expense 4,458 6,347 5,298
------------- ------------- -------------
Partnership loss for tax
purposes as of
December 31 $ (804,353) $ (712,450) $ (753,592)
============= ============= =============
Federal Low Income December 31, December 31, December 31,
Housing Tax Credits 1996 1995 1994
------------ ------------ ------------
$ 1,031,197 $ 1,030,475 $ 1,030,475
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
SERIES 3 ----------- ---------- --------------
Net Loss per Financial
Statements $ (341,282) $ (470,880) $ (640,203)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (401,234) (259,712) (79,751)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end 5,884 (9,853) (374)
Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
Asset Management Fee 23,595 27,250 34,835
Amortization Expense (6,985) 7,998 7,576
------------- ------------- -------------
Partnership loss for tax
purposes as of
December 31 $ (720,022) $ (705,197) $ (677,917)
============= ============= =============
Federal Low Income December 31, December 31, December 31,
Housing Tax Credits 1996 1995 1994
------------ ------------ ------------
$ 972,146 $ 969,257 $ 967,994
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
SERIES 4 ----------- ---------- --------------
Net Loss per Financial
Statements $ (696,010) $ (705,639) $ (758,528)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (289,799) (238,452) (154,906)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end (1,830) (1,631) (1,218)
Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
Asset Management Fee 34,607 37,087 42,017
Amortization Expense 2,340 5,283 4,597
------------- ------------- -------------
Partnership loss for tax
purposes as of
December 31 $ (950,692) $ (903,352) $ (868,038)
============= ============= =============
Federal Low Income December 31, December 31, December 31,
Housing Tax Credits 1996 1995 1994
------------ ------------ ------------
$ 1,177,678 $ 1,177,678 $ 1,175,921
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
SERIES 5 ----------- ---------- --------------
Net Loss per Financial
Statements $ (997,362) $ (781,436) $ (817,018)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (137,165) (238,351) (90,158)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end (330) 369 403
Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
Asset Management Fee 36,383 34,228 46,030
Amortization Expense 12,854 11,505 14,372
------------- ------------- -------------
Partnership loss for tax
purposes as of
December 31 $ (1,085,620) $ (973,685) $ (846,371)
============= ============= =============
Federal Low Income December 31, December 31, December 31,
Housing Tax Credits 1996 1995 1994
------------ ------------ ------------
$ 1,433,003 $ 1,432,379 $ 1,412,102
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
SERIES 6 ----------- ---------- --------------
Net Loss per Financial
Statements $ (915,827) $ (821,024) $ (987,087)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (292,116) (349,531) (250,067)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end 319 (1,658) (4,099)
Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
Asset Management Fee 53,770 60,312 72,030
Amortization Expense 22,377 23,661 24,781
------------- ------------- -------------
Partnership loss for tax
purposes as of
December 31 $ (1,131,477) $ (1,088,240) $ (1,144,442)
============= ============= =============
Federal Low Income December 31, December 31, December 31,
Housing Tax Credits 1996 1995 1994
------------ ------------ ------------
$ 1,688,064 $ 1,687,904 $ 1,650,439
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
TOTAL SERIES 2-6 ----------- ---------- --------------
Net Loss per Financial
Statements $ (3,533,114) $ (3,370,334) $ (3,958,900)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (1,380,754) (1,247 708) (617,736)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end 2,474 (13,926) (5,960)
Items Expensed for Financial
Statement purposes not
expenses for Tax purposes:
Asset Management Fee 184,186 194,250 235,612
Amortization Expense 35,044 54,794 56,624
------------- ------------- -------------
Partnership loss for tax
purposes as of
December 31 $ (4,692,164) $ (4,382,924) $ (4,290,360)
============= ============= =============
The difference in the total value of the Partnership's Investment
in Project Partnerships is approximately $880,000 higher for Series
2, $715,000 higher for Series 3, $1,300,000 higher for Series 4,
$740,000 higher for Series 5 and $990,000 higher for Series 6 for
financial reporting purposes than for tax return purposes because
(i) there were depreciation differences between financial reporting
purposes and tax return purposes and (ii) certain expenses are not
deductible for tax return purposes.<PAGE>
Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Springwood Apartments Limited Partnership
Westfield, New York
We have audited the accompanying balance sheets of Springwood
Apartments Limited Partnership), as of December 31, 1996 and 1995,
and the related statements of operations, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Springwood Apartments Limited Partnership, as of December 31, 1996
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also
issued reports dated January 31, 1997 on our consideration of
Springwood Apartments Limited Partnership internal control
structure and compliance with laws and regulations.
/s/ Vincent & Voss
Certified Public Accountants
January 31, 1997
<PAGE>
Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Cherrytree Apartments Limited Partnership
Albion, PA
We have audited the accompanying balance sheets of Cherrytree
Apartments (A Limited Partnership), as of December 31, 1996 and
1995, and the related statements of operations, partners' equity
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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Cherrytree Apartments Limited Partnership, as of December 31, 1996
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also
issued reports dated January 30, 1997 on our consideration of
Cherrytree Apartments Limited Partnership internal control
structure and compliance with laws and regulations.
/s/ Vincent & Voss
Certified Public Accountants
January 30, 1997
<PAGE>
Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Wynnwood Common Associates
Fairchance, PA
We have audited the accompanying balance sheets of Wynnwood Common
Associates, (A Limited Partnership), as of December 31, 1996 and
1995, and the related statements of operations, partners' equity
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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Wynnwood Common Associates as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued reports dated January 23, 1997 on our consideration of
Wynnwood Commons Associates internal control structure and
compliance with laws and regulations.
/s/ Vincent & Voss
January 23, 1997
<PAGE>
Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Stony Creek Commons Limited Partnership
Hooversville, Pennsylvania
We have audited the accompanying balance sheets of Stony Creek
Commons (A Limited Partnership), as of December 31, 1996 and 1995,
and the related statements of operations, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 Stony
Creek Commons Limited Partnership, as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued reports dated January 28, 1997 on our consideration of
Stony Creek Commons Limited Partnership's internal control
structure and compliance with laws and regulations.
/s/ Vincent & Voss
January 28, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Richland Elderly Housing, Ltd.
Valdosta, Georgia
We have audited the accompanying balance sheets of Richland Elderly
Housing, Ltd. (A Limited Partnership), Federal ID No.: 58-1848044,
as of December 31, 1996 and 1995, and the related statements of
income, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Richland Elderly Housing, Ltd. as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Richland Elderly Housing, Ltd.'s internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Pearson Elderly Housing, Ltd.
Valdosta, Georgia
We have audited the accompanying balance sheets of Pearson Elderly
Housing, Ltd. (A Limited Partnership), Federal ID No.: 58-1848042,
as of December 31, 1996 and 1995, and the related statements of
income, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 Pearson
Elderly Housing, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Pearson Elderly Housing, Ltd.'s internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Lake Park Apartments, Ltd.
Valdosta, Georgia
We have audited the accompanying balance sheets of Lake Park
Apartments, Ltd. (A Limited Partnership), Federal ID No.: 58-
1844429, as of December 31, 1996 and 1995, and the related
statements of income, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 Lake
Park Apartments, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Lake Park Apartments, Ltd.'s internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Lakeland Elderly Housing, Ltd.
Valdosta, Georgia
We have audited the accompanying balance sheets of Lakeland Elderly
Housing, Ltd. (A Limited Partnership), Federal ID No.: 58-1898054,
as of December 31, 1996 and 1995, and the related statements of
income, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Lakeland Elderly Housing, Ltd. as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Lakeland Elderly Housing, Ltd.'s internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Woodland Terrace Apartments, Ltd.
Valdosta, Georgia
We have audited the accompanying balance sheets of Woodland Terrace
Apartments, Ltd. (A Limited Partnership), Federal ID No.: 58-
1854412, as of December 31, 1996 and 1995, and the related
statements of income, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Woodland Terrace Apartments, Ltd. as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Woodland Terrace Apartments, Ltd.'s internal control structure and
its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Manchester Housing, Ltd.
Valdosta, Georgia
We have audited the accompanying balance sheets of Manchester
Housing, Ltd. (A Limited Partnership), Federal ID No.: 58-1845215,
as of December 31, 1996 and 1995, and the related statements of
income, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Manchester Housing, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Manchester Housing, Ltd.'s internal control structure and a report
dated January 24, 1997 on its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Heritage Villas, L.P.
McRae, Georgia
We have audited the accompanying balance sheets of Heritage Villas,
L.P. (A Limited Partnership), Federal ID #: 58-1898056, as of
December 31, 1996 and 1995, and the related statements of income,
partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Heritage Villas, L.P. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued reports dated February 7, 1997 on our consideration of
Heritage Villas, L.P.'s internal control structure and its
compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
February 7, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Crisp Properties, L.P.
Valdosta, Georgia
We have audited the accompanying balance sheets of Crisp
Properties, L.P. (A Limited Partnership), Federal ID No.: 58-
1910783, as of December 31, 1996 and 1995, and the related
statements of income, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 Crisp
Properties, L.P. as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Crisp Properties, L.P.'s internal control structure and a report
dated January 24, 1997 on its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Blackshear Apartments, L.P., Phase II
Valdosta, Georgia
We have audited the accompanying balance sheets of Blackshear
Apartments, L.P., Phase II (A Limited Partnership), Federal ID No.:
58-1925616, as of December 31, 1996 and 1995, and the related
statements of income, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Blackshear Apartments, L.P., Phase II as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Blackshear Apartments, L.P.'s internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Crawford Rental Housing, L.P.
Valdosta, Georgia
We have audited the accompanying balance sheets of Crawford Rental
Housing, L.P. (A Limited Partnership), Federal ID No.: 58-1850761,
as of December 31, 1996 and 1995, and the related statements of
income, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Crawford Rental Housing, L.P. as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Crawford Rental Housing, L.P.'s internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Shellman Housing, L.P.
(A Limited Partnership)
Valdosta, Georgia
We have audited the accompanying balance sheets of Shellman
Housing, L.P. (A Limited Partnership), Federal ID No.: 58-1917615,
as of December 31, 1996 and 1995, and the related statements of
income, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Shellman Housing L.P. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Shellman Housing L.P.'s internal control structure and a report
dated January 24, 1997 on its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Greensboro Properties, L.P., Phase II
Valdosta, Georgia
We have audited the accompanying balance sheets of Greensboro
Properties, L.P., Phase II (A Limited Partnership), Federal ID No.:
58-1915804, as of December 31, 1996 and 1995, and the related
statements of income, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Greensboro Properties, L.P., Phase II as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Greensboro Properties, L.P., Phase II's internal control structure
and a report dated January 24, 1997 on its compliance with laws and
regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Pine Terrace Apartments, L.P.
Valdosta, Georgia
We have audited the accompanying balance sheets of Pine Terrace
Apartments, L.P. (A Limited Partnership), Federal ID No.: 58-
1918382, as of December 31, 1996 and 1995, and the related
statements of income, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 Pine
Terrace Apartments, L.P.. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Pine Terrace Apartments, L.P.'s internal control structure and a
report dated January 24, 1997 on its compliance with laws and
regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Dawson Elderly, L.P.
Dawson, Georgia
We have audited the accompanying balance sheet of Dawson Elderly,
L.P. (A Limited Partnership), Federal ID No.: 58-1966658, as of
December 31, 1996 and 1995, and the related statements of income,
partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 Dawson
Elderly, L.P. as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Dawson Elderly, L.P.'s internal control structure and compliance
with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Habif, Arogeti & Wynne, P.C.
1073 West Peachtree Street, N.E.
Atlanta, GA 30367
PHONE: 404-892-9651
FAX: 404-876-4328
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Piedmont Development Company
of Lamar County, Ltd., (L.P.)
We have audited the accompanying balance sheets of PIEDMONT
DEVELOPMENT COMPANY OF LAMAR COUNTY, LTD., L.P. (A Limited
Partnership), as of December 31, 1996 and 1995, and the related
statements of operations, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture Farmers Home Administration's Audit Program. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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 accordance with Government Auditing Standards, we have also
issued a report dated February 23, 1997 on our consideration of
PIEDMONT DEVELOPMENT COMPANY OF LAMAR COUNTY, LTD., L.P.'s internal
control structure and a report dated February 23, 1997 on its
compliance with laws and regulations.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
PIEDMONT DEVELOPMENT COMPANY OF LAMAR COUNTY, LTD., (L.P.) as of
December 31, 1996 and 1995, and the results of its operations, its
partners' equity, and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
/s/ Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
February 23, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 205-543-3707
FAX: 205-543-9800
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sylacauga Heritage Apartments Ltd.
Sylacauga, AL
I have audited the accompanying balance sheets of Sylacauga
Heritage Apartments, Ltd., a limited partnership, RHS Project No.:
01-061-631025601 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted
auditing standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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. I believe that our audits provide a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Sylacauga Heritage Apartments, Ltd., RHS Project No.: 01-061-
631025601 as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 10 through 13 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental information presented in
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of
the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 20, 1997 on my consideration of
Sylacauga Heritage Apartments, Ltd., internal control structure and
a report dated February 20, 1997 on its compliance with laws and
regulations.
/s/ Donald W. Causey, CPA, P.C.
February 20, 1997
<PAGE>
Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE: 318-222-8367
FAX: 318-425-4101
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Logansport Seniors Apartments, A Louisiana Partnership in Commendam
Mansfield, Louisiana
We have audited the accompanying balance sheets of Logansport
Seniors Apartments, A Louisiana Partnership in Commendam at
December 31, 1996 and December 31, 1995, and the related statements
of income, partners' capital 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Logansport Seniors Apartments, A Louisiana Partnership in Commendam
at December 31, 1996 and December 31, 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 3, 1997 on our consideration of
Logansport Seniors Apartments' internal control structure and a
report dated February 3, 1997 on its compliance with laws and
regulations.
/s/ Cole, Evans & Peterson
Certified Public Accountants
February 3, 1997
<PAGE>
Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE: 318-222-8367
FAX: 318-425-4101
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Tarpon Heights Apartments,
A Louisiana Partnership in Commendam
Mansfield, Louisiana
We have audited the accompanying balance sheets of Tarpon Heights
Apartments, A Louisiana Partnership in Commendam at December 31,
1996 and December 31, 1995, and the related statements of income,
partners' capital, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 Tarpon
Heights Apartments, A Louisiana Partnership in Commendam at
December 31, 1996 and December 31, 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 3, 1997 on our consideration of
Tarpon Height Apartments' internal control structure and a report
dated February 3, 1997 on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
February 3, 1997
<PAGE>
Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE: 318-222-8367
FAX: 318-425-4101
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
The Oaks Apartments,
A Louisiana Partnership in Commendam
Mansfield, Louisiana
We have audited the accompanying balance sheets of The Oaks
Apartments, A Louisiana Partnership in Commendam at December 31,
1996 and December 31, 1995, and the related statements of income,
partners' capital, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 The
Oaks Apartments, A Louisiana Partnership in Commendam at December
31, 1996 and December 31, 1995, and the results of its operations
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 3, 1997 on our consideration of The
Oaks Apartments, A Louisiana Partnership in Commendam's internal
control structure and a report dated February 3, 1997 on its
compliance with laws and regulations.
/s/ Cole, Evans & Peterson
February 3, 1997
<PAGE>
Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE: 318-222-8367
FAX: 318-425-4101
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sonora Seniors Apartments, Ltd.
Mansfield, Louisiana
We have audited the accompanying balance sheets of Sonora Seniors
Apartments, Ltd. at December 31, 1996 and December 31, 1995, and
the related statements of income, partners' capital, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 Sonora
Seniors Apartments, Ltd. at December 31, 1996 and December 31,
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 4, 1997 on our consideration of
Sonora Seniors Apartments, Ltd.'s internal control structure and a
report dated February 4, 1997 on its compliance with laws and
regulations.
/s/ Cole, Evans & Peterson
February 4, 1997
<PAGE>
Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE: 318-222-8367
FAX: 318-425-4101
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Fredericksburg Seniors Apartments, Ltd.
Mansfield, Louisiana
We have audited the accompanying balance sheets of Fredericksburg
Seniors Apartments, Ltd. at December 31, 1996 and December 31,
1995, and the related statements of income, partners' capital, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Fredericksburg Seniors Apartments, Ltd. at December 31, 1996 and
December 31, 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 3, 1997 on our consideration of
Fredericksburg Seniors Apartment's internal control structure and
a report dated February 3, 1997 on its compliance with laws and
regulations.
/s/ Cole, Evans & Peterson
February 3, 1997
<PAGE>
Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE: 318-222-8367
FAX: 318-425-4101
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Brackettville Seniors Apartments, Ltd.
Mansfield, Louisiana
We have audited the accompanying balance sheets of Brackettville
Seniors Apartments, Ltd. at December 31, 1996 and December 31,
1995, and the related statements of income, partners' capital, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Brackettville Seniors Apartments, Ltd. at December 31, 1996 and
December 31, 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 30, 1997 on our consideration of
Brackettville Seniors Apartments, LTD.'s internal control structure
and a report dated January 30, 1997 on its compliance with laws and
regulations.
/s/ Cole, Evans & Peterson
January 30, 1997
<PAGE>
Cole, Evans & Peterson
Fifth Floor Travis Place - P.O. Drawer 1768
Shreveport, LA 71166-1768
PHONE: 318-222-8367
FAX: 318-425-4101
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Timpson Seniors Apartments, Ltd.
Mansfield, Louisiana
We have audited the accompanying balance sheets of Timpson Seniors
Apartments, Ltd. at December 31, 1996 and December 31, 1995, and
the related statements of income, partners' capital, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 Timpson
Seniors Apartments, Ltd. at December 31, 1996 and December 31,
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 31, 1997 on our consideration of
Timpson Seniors Apartments' internal control structure and a report
dated January 31, 1997 on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
January 31, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Charleston Properties, A Limited Partnership
D/B/A Wingate Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of CHARLESTON
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A WINGATE APARTMENTS as of
December 31, 1996 and 1995, and the related statements of
operations, changes in 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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
CHARLESTON PROPERTIES, A LIMITED PARTNERSHIP, D/B/A WINGATE
APARTMENTS as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997, on our consideration of
the internal control structure of CHARLESTON PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A WINGATE APARTMENTS and on its compliance with
certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants
February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Sallisaw Properties II, A Limited Partnership
D/B/A Mayfair Place II Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of SALLISAW
PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE II
APARTMENTS as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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
SALLISAW PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE
II APARTMENTS as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997, on our consideration of
the internal control structure of SALLISAW PROPERTIES II, A LIMITED
PARTNERSHIP, D/B/A MAYFAIR PLACE II APARTMENTS and on its
compliance with certain provisions of laws, regulations, contracts
and grants.
/s/ Baird, Kurtz, & Dobson CPA
February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Pocola Properties, A Limited Partnership
D/B/A North Gate Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of POCOLA
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A NORTH GATE APARTMENTS as
of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 POCOLA
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A NORTH GATE APARTMENTS as
of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 17, 1997, on our consideration of
the internal control structure of POCOLA PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A NORTH GATE APARTMENTS and on its compliance with
certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants
February 17, 1997
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Poteau Properties II, A Limited Partnership
D/B/A North Pointe Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of POTEAU
PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A NORTH POINTE APARTMENTS
as of December 31, 1996 and 1995, and the related statements of
operations, changes in 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 POTEAU
PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A NORTH POINTE APARTMENTS
as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of
the internal control structure of POTEAU PROPERTIES II, A LIMITED
PARTNERSHIP, D/B/A NORTH POINTE APARTMENTS and on its compliance
with certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants
February 26, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Nowata Properties, A Limited Partnership
D/B/A Cross Creek II Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of NOWATA
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A CROSS CREEK II APARTMENTS
as of December 31, 1996 and 1995, and the related statements of
operations, changes in 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 NOWATA
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A CROSS CREEK II APARTMENTS
as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued our reports dated February 21, 1997, on our consideration of
the internal control structure of NOWATA PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A CROSS CREEK II APARTMENTS and on its compliance
with certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants
February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Pocola Properties II, A Limited Partnership
D/B/A Mayfair Place Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of SALLISAW
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE APARTMENTS
as of December 31, 1996 and 1995, and the related statements of
operations, changes in 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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
SALLISAW PROPERTIES, A LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE
APARTMENTS as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997, on our consideration of
the internal control structure of SALLISAW PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A MAYFAIR PLACE APARTMENTS and on its compliance
with certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants
February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Roland Properties II, A Limited Partnership
D/B/A Woodland Hills II Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of ROLAND
PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A WOODLAND HILLS II
APARTMENTS as of December 31, 1996 and 1995, and the related
statements of operations, changes in 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 ROLAND
PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A WOODLAND HILLS II
APARTMENTS as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997, on our consideration of
the internal control structure of ROLAND PROPERTIES II, A LIMITED
PARTNERSHIP, D/B/A WOODLAND HILLS II APARTMENTS and on its
compliance with certain provisions of laws, regulations, contracts
and grants.
/s/ Baird, Kurtz, & Dobson CPA
February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Sallisaw Properties, A Limited Partnership
D/B/A Mayfair Place Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of SALLISAW
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE APARTMENTS
as of December 31, 1996 and 1995, and the related statements of
operations, changes in 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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
SALLISAW PROPERTIES, A LIMITED PARTNERSHIP, D/B/A MAYFAIR PLACE
APARTMENTS as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997, on our consideration of
the internal control structure of SALLISAW PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A MAYFAIR PLACE APARTMENTS and on its compliance
with certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants
February 21, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Stilwell Properties, A Limited Partnership
D/B/A Skywood Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of STILWELL
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A SKYWOOD APARTMENTS as of
December 31, 1996 and 1995, and the related statements of
operations, changes in 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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
STILWELL PROPERTIES, A LIMITED PARTNERSHIP, D/B/A SKYWOOD
APARTMENTS as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of
the internal control structure of STILWELL PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A SKYWOOD APARTMENTS and on its compliance with
certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants
February 26, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Stilwell Properties II, A Limited Partnership
D/B/A Skywood II Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of STILWELL
PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A SKYWOOD II APARTMENTS
as of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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
STILWELL PROPERTIES II, A LIMITED PARTNERSHIP, D/B/A SKYWOOD II
APARTMENTS as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of
the internal control structure of STILWELL PROPERTIES II, A LIMITED
PARTNERSHIP, D/B/A SKYWOOD II APARTMENTS and on its compliance with
certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
February 26, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Westville Properties, A Limited Partnership
D/B/A Greystone Place Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of WESTVILLE
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A GREYSTONE PLACE APARTMENTS
as of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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
WESTVILLE PROPERTIES, A LIMITED PARTNERSHIP, D/B/A GREYSTONE PLACE
APARTMENTS as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of
the internal control structure of WESTVILLE PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A GREYSTONE PLACE APARTMENTS and on its compliance
with certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
February 26, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Mill Creek Properties V, A Limited Partnership
D/B/A Mill Creek Apartments V
Fort Smith, Arkansas
We have audited the accompanying balance sheets of MILL CREEK
PROPERTIES V, A LIMITED PARTNERSHIP, D/B/A MILL CREEK APARTMENTS V
as of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 MILL
CREEK PROPERTIES V, A LIMITED PARTNERSHIP, D/B/A MILL CREEK
APARTMENTS V as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of
the internal control structure of MILL CREEK PROPERTIES V, A
LIMITED PARTNERSHIP, D/B/A MILL CREEK APARTMENTS V and on its
compliance with certain provisions of laws, regulations, contracts
and grants.
/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants
February 26, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Parsons Properties, A Limited Partnership
D/B/A Silver Stone Place
Fort Smith, Arkansas
We have audited the accompanying balance sheets of PARSONS
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A SILVER STONE PLACE as of
December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 PARSONS
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A SILVER STONE PLACE as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997, on our consideration of
the internal control structure of PARSONS PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A SILVER STONE PLACE and on its compliance with
certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
Certified Public Accountants
February 21, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Inverness Club, Ltd., L.P.
(A Georgia Limited Partnership)
Valdosta, Georgia
We have audited the accompanying balance sheets of Inverness Club,
Ltd., L.P. (A Georgia Limited Partnership), FmHA Project No.: 09-
009-581808620, as of December 31, 1996 and 1995, and the related
statements of operations, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Inverness Club, Ltd., L.P. as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 27, 1997 on our consideration of
Inverness Club, Ltd., L.P.'s internal control structure and a
report dated January 27, 1997 on its compliance with laws and
regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 27, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
PHONE: 770-844-0644
FAX: 770-844-7363
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Carrollton Club, Ltd., L.P.
We have audited the accompanying balance sheets of Carrollton Club,
Ltd., L.P., RHS Project No.: 10-22-58188314, as of December 31,
1996 and 1995, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Carrollton Club, Ltd., L.P., RHS Project No.: 10-22-58188314, as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 15 through 19 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
In accordance with Government Auditing Standards, we have also
issued reports dated January 22, 1997 on our consideration of
Carrollton Club, Ltd., L.P.'s internal control structure and on its
compliance with laws and regulations.
/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
January 22, 1997
<PAGE>
Grana & Teibel, CPAs, P.C.
300 Corporate Parkway, Suite 116 North
Amherst, NY 14226
PHONE: 716-862-4270
FAX: 716-862-0007
INDEPENDENT AUDITORS' REPORT
----------------------------
To The Partners of
Lewiston Limited Partnership
Case No. 37-32-161349932 and
RECD Housing Director
166 Washington Avenue
Batavia, New York 14020
We have audited the accompanying balance sheets of Lewiston Limited
Partnership as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Lewiston Limited Partnership as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 22, 1997 on our consideration of
Lewiston Limited Partnership's internal control structure and a
report dated January 22, 1997 on its compliance with laws and
regulations.
/s/ Grana & Teibel, CPAs, P.C.
Certified Public Accountants
January 22, 1997
<PAGE>
VanRheenen & Miller, Ltd. CPA
1309 E. Race Avenue
Searcy, AR 72143
PHONE: 501-268-8356
FAX: 501-268-9362
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Lancaster House, An Arkansas Limited Partnership
D/B/A Pebble Creek Apartments
321 East 4th Street
Mountain Home, AR 72653
We have audited the accompanying balance sheet of Lancaster House,
An Arkansas Limited Partnership, D/B/A Pebble Creek Apartments, as
of December 31, 1996 and 1995, and the related statements of
income, changes in owners' equity, and cash flows for the years
then ended. These financial statements and the supplemental
financial information referred to above 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States, and the provisions of
Office of Management and Budget (OMB) Circular A-128, 'Audits of
State and Local Governments'. Those standards and OMB Circular A-
128 require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. 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
Lancaster House, An Arkansas Limited Partnership, D/B/A Pebble
Creek Apartments as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 5, 1997 on our consideration of
Lancaster House, An Arkansas Limited Partnership, D/B/A Pebble
Creek Apartments' internal control structure and a report dated
February 5, 1997 on its compliance with laws and regulations.
Our audit was made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying financial
information listed as supplemental financial information in the
table of contents is presented for purposes of additional analysis
and is not a required part of the financial statements of Lancaster
House, An Arkansas Limited Partnership, D/B/A Pebble Creek
Apartments. Such information has been subjected to the auditing
procedures applied in the audits of the financial statements and,
in our opinion, is fairly presented in all material respects in
relation to the financial statements taken as a whole.
/s/ VanRheenen & Miller, Ltd. CPA
Certified Public Accountants
February 5, 1997
<PAGE>
Leavitt, Christensen & Co.
960 Broadway Avenue, Suite 505
Boise, ID 83706
PHONE: 208-336-8666
FAX: 208-336-8741
INDEPENDENT AUDITORS' REPORT
----------------------------
Managing General Partner
Haines Associates Limited Partnership
Boise, Idaho
We have audited the accompanying balance sheets of Haines
Associates Limited Partnership, as of December 31, 1996 and 1995,
and the related statements of operations, partners' capital
(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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the Rural Development
Audit Program issued in December 1989. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 Haines
Associates Limited Partnership as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued reports dated January 25, 1997 on our consideration of
Haines Associates Limited Partnership's internal control structure
and on its compliance with laws and regulations.
The Partnership has filed tax returns with the Internal Revenue
Service which allow the partners to receive the benefit of a low
income housing tax credit. Because the qualifying standards of the
low income housing tax credit are different than the requirements
of the loan agreement and the interest credit agreements, and due
to the fact that the low income housing tax credit relates to
income taxes which are the responsibility of the individual
partners, the scope of these audits were not designed or intended
to audit the compliance with the various low income housing tax
credit laws. Therefore, these audits can not be relied on to give
assurances with regard to compliance with any low income housing
tax credit laws.
/s/ Leavitt, Christensen & Co.
Certified Public Accountants
January 25, 1997
<PAGE>
Oscar N. Harris Associates, P.A.
100 East Cumberland Street
Dunn, NC 28334
PHONE: 910-892-1021
FAX: 910-892-6084
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Woodcrest Associates of South Boston, VA, LTD.
Charlotte, North Carolina
We have audited the accompanying balance sheets of Woodcrest
Associates of South Boston, VA, LTD. as of December 31, 1996 and
1995, and the related statements of partners' capital, income, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Woodcrest Associates of South Boston, VA, LTD. as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 31, 1997 on our consideration of
Woodcrest Associates of South Boston, VA, LTD's internal control
structure and a report dated January 31, 1997 on its compliance
with laws and regulations.
/s/ Oscar N. Harris Associates, P.A.
Certified Public Accountants
January 31, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 540-669-5531
FAX: 540-669-5576
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Norton Green Limited Partnership
I have audited the accompanying balance sheets of Norton Green
Limited Partnership, D/B/A Norton Green Apartments, as of December
31, 1996 and 1995, and the related statements of operation,
partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. My responsibility is to express an opinion on these
financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Norton
Green Limited Partnership, D/B/A Norton Green Apartments as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
My audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on page 12 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Norton Green Limited Partnership's internal control structure and
a report dated February 15, 1997 on its compliance with laws and
regulations applicable to the financial statements.
/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia
February 15, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 540-669-5531
FAX: 540-669-5576
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Jonesville Manor Limited Partnership
I have audited the accompanying balance sheets of Jonesville Manor
Limited Partnership, D/B/A Jonesville Manor Apartments, as of
December 31, 1996 and 1995, and the related statements of
operation, partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an
opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Jonesville Manor Limited Partnership, D/B/A Jonesville Manor
Apartments as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
My audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on page 12 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Jonesville Manor Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with laws
and regulations applicable to the financial statements.
/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia
February 15, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 540-669-5531
FAX: 540-669-5576
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Blacksburg Terrace Limited Partnership
I have audited the accompanying balance sheets of Blacksburg
Terrace Limited Partnership, D/B/A Blacksburg Terrace Apartments,
as of December 31, 1996 and 1995, and the related statements of
operations, partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an
opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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.
I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Blacksburg Terrace Limited Partnership, D/B/A Blacksburg Terrace
Apartments, of December 31, 1996 and 1995, and the results of its
operations, changes in partners' equity and cash flows for the
years then ended in conformity with generally accepted accounting
principles.
My audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on page 12 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. Such information has been subjected to the audit
procedures applied in the audits of the basic financial statements
and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Blacksburg Terrace Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with laws
and regulations applicable to the financial statements
/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants
Bristol, Virginia
February 15, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 540-669-5531
FAX: 540-669-5576
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Newport Village Limited Partnership
I have audited the accompanying balance sheets of Newport Village
Limited Partnership of December 31, 1996 and 1995, and the related
statements of operations, partners' equity and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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.
I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Newport
Village Limited Partnership of December 31, 1996 and 1995, and the
results of its operations, changes in partners' equity and cash
flows for the years then ended in conformity with generally
accepted accounting principles.
My audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on page 12 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. Such information has been subjected to the audit
procedures applied in the audits of the basic financial statements
and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Newport Village Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with laws
and regulations applicable to the financial statements
/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants
Bristol, Virginia
February 15, 1997
<PAGE>
Lou Ann Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
PHONE: 512-338-0044
FAX: 512-338-5395
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Zapata Housing, Ltd.
(A Texas Limited Partnership)
Buret, TX
We have audited the accompanying balance sheets of Zapata Housing,
Ltd. (A Texas Limited Partnership), as of December 31, 1996 and
1995, and the related statements of income (loss), partners' equity
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 generally accepted
auditing Standards and Government Auditing Standards as issued by
the Comptroller General of the United States, and the U.S.
Department of Agriculture, Farmers Home Administration Audit
Program. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 Zapata
Housing, Ltd.- (A Texas Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 4, 1997 on our consideration of the
internal control structure of Zapata Housing, Ltd.- (A Texas
Limited Partnership) and a report dated February 4, 1997 on its
compliance with laws and regulations.
/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 4, 1997
<PAGE>
Lou Anne Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
PHONE: 512-338-0044
FAX: 512-338-5395
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sinton Retirement, Ltd.
(A Texas Limited Partnership)
Burnet, TX
We have audited the accompanying balance sheets of Sinton
Retirement, Ltd. (A Texas Limited Partnership), as of December 31,
1996 and 1995, and the related statements of income (loss),
partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards as issued by
the Comptroller General of the United States, and the U.S.
Department of Agriculture, Farmers Home Administration Audit
Program. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 Sinton
Retirement, Ltd.- (A Texas Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 5, 1997 on our consideration of the
internal control structure of Sinton Retirement, Ltd.- (A Texas
Limited Partnership) and a report dated February 5, 1997 on its
compliance with laws and regulations.
/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 5, 1997
<PAGE>
Gubler and Carter, P.C.
7001 South 900 East, Suite 240
Midvale, UT 84047
PHONE: 801-566-5866
FAX: 801-561-8693
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Smithfield Greenbriar Limited Partnership
We have audited the accompanying balance sheets of Smithfield
Greenbriar Limited Partnership, as of December 31, 1996 and 1995,
and the related statements of income, changes in partners' capital
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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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
Smithfield Greenbriar Limited Partnership as of December 31, 1996
and 1995, and the results of its operations, changes in partners'
capital and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued our reports dated February 10, 1997 on our consideration of
Smithfield Greenbriar Limited Partnership's internal control and on
its compliance with laws and regulations.
Our audits were conducted for the purposes of forming an opinion on
the basic financial statements taken as a whole. The accompanying
supplementary information shown on pages 14 through 16 is presented
for purposes of additional analysis and is not a required part of
the basic financial statements of Smithfield Greenbriar Limited
Partnership. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Gubler and Carter, P.C.
Certified Public Accountants
Salt Lake City, Utah
February 10, 1997
<PAGE>
Simmons and Clubb
410 S. Orchard, Suite 156
Boise, ID 83705
PHONE: 208-336-6800
FAX: 208-343-2381
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Mountain Crest Limited Partnership
Boise, Idaho
We have audited the accompanying balance sheets of Mountain Crest
Limited Partnership as of December 31, 1996 and 1995, and the
related statements of operations, partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Mountain Crest Limited Partnership as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued reports dated February 13, 1997 on our consideration of
Mountain Crest Limited Partnership's internal control structure and
its compliance with laws and regulations.
The partnership's tax returns have been filed allowing the partners
to claim a benefit of a low income housing tax credit. Because the
compliance and qualification standards of the low income housing
tax credit are not related to the interest credit agreement and
loan agreement, and because the low income housing tax credit
related to income taxes which are the responsibility of each
individual partner, the scope of our audit was not designed or
intended to audit the partnerships compliance with the low income
housing tax credit laws. Accordingly, our audit cannot be relied
upon to give assurance with regard to the partnerships compliance
with any of the low income housing tax credit laws.
/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants
Boise, Idaho
February 13, 1997
<PAGE>
Berberich, Trahan and Co., P.A.
800 S.W. Jackson St., Suite 1300
Topeka, KS 66612
PHONE: 913-234-3427
FAX: 913-233-1768
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Eudora Senior Housing, L.P.
We have audited the accompanying balance sheet of Pinecrest
Apartments II, FmHA Project No. 18-023-481065040 (wholly-owned by
Eudora Senior Housing, L.P., a limited Partnership) as of December
31, 1996, and the related statement of profit and loss, partners'
capital and cash flows for the year then ended. These financial
statements are the responsibility of the Project's management. Our
responsibility is to express an opinion on these statements based
on our audit The financial statements of Pinecrest Apartments II
as of December 31, 1995 were audited by other auditors whose report
dated February 1, 1996, expressed an unqualified opinion on those
statements.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Pinecrest Apartments II, FmHA Project No. 18-023-481065040, as of
December 31, 1996 and the results of its operations, changes in
partners' capital and cash flows for the year then ended in
conformity with generally accepted accounting principles.
In accordance with government Auditing Standards, we have also
issued a report dated January 15, 1997 on our consideration of
Pinecrest Apartments II's internal control structure and a report
dated January 15, 1997 on its compliance with laws and regulations
applicable to the financial statements.
/s/ Berberich, Trahan and Co., P.A.
Certified Public Accountants
Topeka, Kansas
January 15, 1997
Audit Principal: John T. Berberich
IA Federal ID Number: 48-1066439
<PAGE>
Ralph C. Johnson & Company
Mark Twain Tower
106 W. 11th Street, Suite 1630
Kansas City, Missouri 64105-1817
PHONE: 816-472-8900
FAX: 816-472-4633
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Eudora Senior Housing, L.P.
We have audited the accompanying balance sheet of Pinecrest
Apartments II, FmHA Project No. 18-023-481065040 (wholly-owned by
Eudora Senior Housing, L.P., a limited Partnership) as of December
31, 1995 and 1994, and the related statement of profit and loss,
partners' capital and cash flows for the year then ended. These
financial statements are the responsibility of the Project's
management. Our responsibility is to express an opinion on these
statements based on our audit.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Pinecrest Apartments II, FmHA Project No. 18-023-481065040, as of
December 31, 1996 and the results of its operations, changes in
partners' capital and cash flows for the year then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 16 to 24 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplementary information presented for
the year ended December 31, 1995, is presented for purposes of
complying with the requirements of the Farmers Home Administration
and is also not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ Ralph C. Johnson & Company
Kansas City
1 February 96
Our 25th Year
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Spring Hill Housing, L.P. (A Limited Partnership)
D/B/A Spring Hill Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of SPRING HILL
HOUSING, L.P., A LIMITED PARTNERSHIP, D/B/A SPRING HILL APARTMENTS
as of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity 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 generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 SPRING
HILL HOUSING L.P., A LIMITED PARTNERSHIP, D/B/A SPRING HILL
APARTMENTS as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 26, 1997, on our consideration of
the internal control structure of SPRING HILL HOUSING L.P., A
LIMITED PARTNERSHIP, D/B/A SPRING HILL APARTMENTS and on its
compliance with certain provisions of laws, regulations, contracts
and grants.
/s/ Baird, Kurtz, & Dobson CPA
February 26, 1997
<PAGE>
Charles Bailly & Co.
100 North Phillips, Suite 800
Sioux Falls, SD 57102
PHONE: 605-339-1999
FAX: 605-339-1306
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sunchase II, Ltd.
Watertown, SD
We have audited the accompanying balance sheets of Sunchase II,
Ltd. (A Limited Partnership), as of December 31, 1996 and 1995, and
the related statements of operations, changes in partners' 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Sunchase II, Ltd. as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information on pages 12 and 13 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of
Sunchase II, Ltd.s internal control structure and a report dated
February 7, 1997 on its compliance with laws and regulations.
/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
February 7, 1997
<PAGE>
Charles Bailly & Co.
100 North Phillips, Suite 800
Sioux Falls, SD 57102
PHONE: 605-339-1999
FAX: 605-339-1306
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Courtyard, Ltd.
Huron, South Dakota
We have audited the accompanying balance sheets of Courtyard, Ltd.
(A Limited Partnership), as of December 31, 1996 and 1995, and the
related statements of operations, changes in partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Courtyard, Ltd. as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information on pages 15 and 16 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of
Courtyard, Ltd.'s internal control structure and a report dated
February 7, 1997 on its compliance with laws and regulations.
/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
February 7, 1997
<PAGE>
Charles Bailly & Co.
100 North Phillips, Suite 800
Sioux Falls, SD 57102
PHONE: 605-339-1999
FAX: 605-339-1306
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sunrise, Ltd.
Yanton, South Dakota
We have audited the accompanying balance sheets of Sunrise Ltd. (A
Limited Partnership), as of December 31, 1996 and 1995, and the
related statements of operations, changes in partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Sunrise, Ltd. as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information on pages 12 and 13 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of
Sunrise, Ltd.'s internal control structure and a report dated
February 7, 1997 on its compliance with laws and regulations.
/s/ Charles Bailly & Co.
Sioux Falls, South Dakota
February 7, 1997
<PAGE>
Johnson, Hickey & Murchison, P.C.
651 East Fourth Street, Suite 200
Chattanooga, TN 37403
PHONE: 423-756-0052
FAX: 423-267-5945
INDEPENDENT AUDITORS' REPORT
----------------------------
To the General Partners of
Southwood, L.P.:
We have audited the accompanying balance sheets of Southwood, L.P.
as of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Southwood, L.P. as of December 31, 1996 and 1995, and the results
of its operations, changes in partners' equity and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 22, 1997 on our consideration of the
Partnership's internal control structure and our report dated
January 22, 1997, on its compliance with laws and regulations
applicable to the basic financial statements.
/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants
January 22, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 205-543-3707
FAX: 205-543-9800
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Hazlehurst Manor, L.P.
Hazlehurst, Mississippi
I have audited the accompanying balance sheets of Hazlehurst Manor
L.P., a limited partnership, RHS Project No.: 28-015-64083081 as of
December 31, 1996 and 1995, and the related statements of
operations, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an
opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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. I believe that the audits provide a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Hazlehurst Manor, L.P., RHS Project No.: 28-015-64083081 as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 9 through 12 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental information presented in
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of
the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 19, 1997 on my consideration of
Hazlehurst Manor, L.P.'s internal control structure and a report
dated February 19, 1997 on its compliance with laws and
regulations.
/s/ Donald W. Causey, CPA, P.C.
February 19, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 205-543-3707
FAX: 205-543-9800
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Lakeshore Apartments Ltd.
Tuskegee, AL
I have audited the accompanying balance sheets of Lakeshore
Apartments, Ltd., a limited partnership, RHS Project No.: 01-044-
631014228 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for
the years then ended. These financial statements are the
responsibility of the Partnership's management. My responsibility
is to express an opinion on these financial statements based on
my audits.
I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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. I believe that my audits provide a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Lakeshore Apartments, Ltd., RHS Project No.: 01-044-631014228 as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 10 through 13 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental information presented in
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of
the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 23, 1997 on my consideration of
Lakeshore Apartments, Ltd., internal control structure and a report
dated February 23, 1997 on its compliance with laws and
regulations.
/s/ Donald W. Causey, CPA, P.C.
February 23, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 205-543-3707
FAX: 205-543-9800
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Countrywood Apartments Ltd.
Centerville, Alabama
I have audited the accompanying balance sheets of Countrywood
Apartments, Ltd., a limited partnership, RHS Project No.: 01-004-
630943678 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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. I believe that the audits provide a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Countrywood Apartments, Ltd., RHS Project No.: 01-004-630943678 as
of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 10 through 13 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental information presented in
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of
the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 22, 1997 on my consideration of
Countrywood Apartments, Ltd., internal control structure and a
report dated February 22, 1997 on its compliance with laws and
regulations.
/s/ Donald W. Causey, CPA, P.C.
February 22, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 205-543-3707
FAX: 205-543-9800
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Wildwood Apartments Ltd.
Pineville, Louisiana
I have audited the accompanying balance sheets of Wildwood
Apartments, Ltd., a limited partnership, RHS Project No.: 22-040-
630954515 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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. I believe that the audits provide a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Wildwood Apartments, Ltd., RHS Project No.: 22-040-630954515 as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 10 through 13 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental information presented in
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of
the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 24, 1997 on my consideration of
Wildwood Apartments, Ltd., internal control structure and a report
dated February 24, 1997 on its compliance with laws and
regulations.
/s/ Donald W. Causey, CPA, P.C.
February 24, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 205-543-3707
FAX: 205-543-9800
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Meadowcrest Apartments Ltd.
Luverne, Alabama
I have audited the accompanying balance sheets of Meadowcrest
Apartments, Ltd., a limited partnership, RHS Project No.: 01-021-
631047203 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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. I believe that the audits provide a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Meadowcrest Apartments, Ltd., RHS Project No.: 01-021-631047203 as
of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 10 through 13 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental information presented in
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of
the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 23, 1997 on my consideration of
Meadowcrest Apartments, Ltd., internal control structure and a
report dated February 23, 1997 on its compliance with laws and
regulations.
/s/ Donald W. Causey, CPA, P.C.
February 23, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Seneca Apartments, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Seneca
Apartments, L.P. (A Limited Partnership), as of December 31, 1996
and 1995, and the related statements of operations, partners'
capital 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 generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration AUDIT PROGRAM. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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 Seneca
Apartments, L.P. (A Limited Partnership) as of December 31, 1996
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated February 7, 1997 on our consideration of
Seneca Apartments, L.P.'s internal control structure and on its
compliance with laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
February 7, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Carthage Seniors, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Carthage
Seniors, L.P. (A Limited Partnership), as of December 31, 1996 and
1995, and the related statements of operations, partners' capital
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 generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration AUDIT PROGRAM. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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
Carthage Seniors, L.P. (A Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 6, 1997 on our consideration of
Carthage Seniors, L.P.'s internal control and on its compliance
with laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
February 6, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Southwest City Apartments, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Southwest City
Apartments, L.P. (A Limited Partnership), as of December 31, 1996
and 1995, and the related statements of operations, partners'
capital 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 generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration AUDIT PROGRAM. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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
Southwest City Apartments, L.P. (A Limited Partnership) as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 7, 1997 on our consideration of
Southwest City Apartments, L.P.'s internal control and on its
compliance with laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
February 7, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Pineville Apartments, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Pineville
Apartments, L.P. (A Limited Partnership), as of December 31, 1996
and 1995, and the related statements of operations, partners'
capital 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 generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration AUDIT PROGRAM. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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
Pineville Apartments, L.P. (A Limited Partnership) as of December
31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 7, 1997 on our consideration of
Pineville Apartments, L.P.'s internal control and on its compliance
with laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
February 7, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Monett Seniors, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Monett Seniors,
L.P. (A Limited Partnership), as of December 31, 1996 and 1995, and
the related statements of operations, partners' capital 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 generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration AUDIT PROGRAM. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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 Monett
Seniors, L.P. (A Limited Partnership) as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 7, 1997 on our consideration of
Monett Seniors, L.P.'s internal control and on its compliance with
laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
February 7, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Columbus Seniors, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Columbus
Seniors, L.P. (A Limited Partnership), as of December 31, 1996 and
1995, and the related statements of operations, partners' capital
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 generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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
Columbus Seniors, L.P. (A Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 27, 1997 on our consideration of
Columbus Seniors, L.P.'s internal control and on its compliance
with laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
February 27,1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Arma Seniors, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Arma Seniors,
L.P. (A Limited Partnership), as of December 31, 1996 and 1995, and
the related statements of operations, partners' capital 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 generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration AUDIT PROGRAM. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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 Arma
Seniors, L.P. (A Limited Partnership) as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued a report dated February 6, 1997 on our consideration of
Arma Seniors, L.P.'s internal control and on its compliance with
laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
February 6, 1997
<PAGE>
Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE: 918-485-8085
FAX: 918-485-3092
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Yorkshire Retirement Village:
I have audited the accompanying balance sheet of Yorkshire
Retirement Village, (An Oklahoma Limited Partnership) as of
December 31, 1996, and the related statements of income, partners'
equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Yorkshire Retirement Village as of December 31, 1996, and the
results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, I have also
issued a report dated February 24, 1997 on my consideration of
Yorkshire Retirement Village's internal control structure and a
report dated February 24, 1997 on its compliance with laws and
regulations.
/s/ Suellen Doubet, CPA
Wagoner, OK 74467
February 24, 1997
<PAGE>
Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE: 918-485-8085
FAX: 918-485-3092
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Yorkshire Retirement Village:
I have audited the accompanying balance sheet of Yorkshire
Retirement Village, (An Oklahoma Limited Partnership) as of
December 31, 1995 and 1994, and the related statements of income,
partners' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Yorkshire Retirement Village as of December 31, 1995 and 1994, and
the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
My audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information is presented for purposes of additional analysis and is
not a required part of the basic financial statements. The
supplementary information, The Schedule of Maintenance Expenses has
been subjected to the audit procedures applied in the audit of the
basic financial statements and, in my opinion, if fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 24, 1997 on my consideration of
Yorkshire Retirement Village's internal control structure and a
report dated February 24, 1997 on its compliance with laws and
regulations.
/s/ Suellen Doubet, CPA
Wagoner, OK 74467
February 29, 1996
<PAGE>
Chester Kearney, CPA
12 Dyer Street
Presque Isle, ME 04769-1550
PHONE: 207-764-3171
FAX: 207-764-6362
INDEPENDENT AUDITORS' REPORT
----------------------------
Rural Development Group
(d/b/a Ashland Estates
Caribou, Maine
We have audited the accompanying balance sheets of Rural
Development Group, d/b/a Ashland Estates, (a limited partnership)
as of December 31, 1996 and 1995, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 the
Rural Development Group, d/b/a Ashland Estates as of December 31,
1996 and 1995, and the results of its operations, partners' equity
(deficit) and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued reports dated February 7, 1997 on our consideration of
Rural Development Group, d/b/a Ashland Estates' internal control
structure and compliance with laws and regulations.
/s/ Chester Kearney, CPA
Presque Isle, Maine
February 7, 1997
<PAGE>
Richard A. Strauss
1310 Lady Street, 9th Floor
Columbia, SC 29201
PHONE: 803-779-7472
FAX: 803-252-6171
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Scarlett Oaks Limited Partnership
Lexington, South Carolina
I have audited the accompanying balance sheet of Scarlett Oaks
Limited Partnership as of December 31, 1996 and 1995, and the
related statements of income, Expense and partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of Scarlett Oaks Limited Partnership's management.
My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Scarlett Oaks Limited Partnership as of December 31, 1996 and 1995,
and the results of its operations, changes in partners' equity and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, I have also
issued a report dated February 5, 1997, on my consideration of
Scarlett Oaks Limited Partnership's internal control and a report
dated February 5, 1997 on its compliance with laws and regulations.
This report is intended for the information of management and the
Department of Agriculture, Rural Economic and Community
Development. However, this report is a matter of public record and
its distribution is not limited.
Respectfully submitted,
/s/ Richard A. Strauss, CPA
Certified Public Accountants
Columbia, South Carolina
February 5, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
PHONE: 770-844-0644
FAX: 770-844-7363
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Brookshill Apartments, L.P.
We have audited the accompanying balance sheets of Brookshill
Apartments L.P., RHS Project No.: 10-061-581953696, as of December
31, 1996 and 1995, 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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
Brookshill Apartments L.P., RHS Project No.: 10-061-581953696, as
of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 16 through 17 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
In accordance with Government Auditing Standards, we have also
issued reports dated February 1, 1997 on our consideration of
Brookshill Apartments, L.P.'s internal control structure and on its
compliance with laws and regulations.
/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 1, 1997
<PAGE>
K.B. Parrish & Company
151 North Delaware Street, Suite 1600
Indianapolis, IN 46204
PHONE: 317-269-2455
FAX: 317-269-2464
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Village Apartments of Seymour II, L.P.
(A Limited Partnership)
We have audited the accompanying balance sheets of Village
Apartments of Seymour II, L.P. (A Limited Partnership), as of
December 31, 1996 and 1995, and the related statements of
operations, changes in partnership capital 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 generally accepted
auditing Standards, Government Auditing Standards issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration Audit Program. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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 Village
Apartments of Seymour II, L.P. at December 31, 1996 and 1995, and
the results of its operations, changes in partnership capital, and
cash flows for the years then ended, in conformity with generally
accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 21, 1997 on our consideration of the
partnership's internal control structure and a report dated January
21, 1997 on its compliance with laws and regulations.
Respectfully submitted,
/s/ K.B. Parrish & Company
Certified Public Accountants
January 21, 1997
<PAGE>
Scheiner, Mister & Grandizio, P.A.
1301 York Road, Suite 705
Lutherville, MD 21093
PHONE: 410-494-0885
FAX: 410-321-9024
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Frazer Elderly Limited Partnership
Reisterstown, Maryland
We have audited the accompanying balance sheets of Frazer Elderly
Limited Partnership as of December 31, 1996 and 1995, and the
related statements of operations, partners' capital 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 Frazer
Elderly Limited Partnership as of December 31, 1996 and 1995, and
the results of its operations, changes in partners' capital, and
cash flows for the years then ended in conformity with generally
accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 14, 1997 on our consideration of the
Partnership's internal control structure and a report dated January
14, 1997 on its compliance with laws and regulations.
/s/ Scheiner, Mister & Grandizio, P.A.
Certified Public Accountants
January 14, 1997
<PAGE>
Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE: 614-224-0955
FAX: 614-224-0971
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Bryan Senior Village Limited Partnership
(A Limited Partnership)
DBA Plaza Senior Village Apartments
Mansfield, OH
We have audited the accompanying balance sheets of Bryan Senior
Village Limited Partnership (A Limited Partnership), DBA Plaza
Senior Village Apartments, FmHA Case No. 41-086-341561720, as of
December 31, 1996 and 1995, and the related income statements,
changes in partners' equity (deficit) and cash flows for the years
then ended. These financial statements are the responsibility of
the project's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration 'Audit Program' issued
in December 1989. Those standards and Audit Program require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
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 Bryan
Senior Village Limited Partnership (A Limited Partnership), DBA
Plaza Senior Village Apartments, FmHA Case No. 41-086-341561720, at
December 31, 1996 and 1995, and the results of its operations,
changes in partners' equity (deficit),and cash flows for the years
then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental data
included in this report (shown on pages 14-18) are presented for
the purpose of additional analysis and are not a required part of
the financial statements of FmHA Case No. 41-086-341561720. Such
information has been subjected to the same auditing procedures
applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also
issued a report dated January 15, 1997 on our consideration of
Bryan Senior Village Limited Partnership's internal control
structure and a report dated January 15, 1997 on its compliance
with specific requirements applicable to Rural Development Services
programs.
/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE: 614-224-0955
FAX: 614-224-0971
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Brubaker Square Limited Partnership
(A Limited Partnership)
DBA Brubaker Square Apartments
Mansfield, OH
We have audited the accompanying balance sheets of Brubaker Square
Limited Partnership (A Limited Partnership), DBA Brubaker Square
Apartments, FmHA Case No. 41-092-341561718, as of December 31, 1996
and 1995, and the related income statements, changes in partners'
equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the project's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration 'Audit Program' issued
in December 1989. Those standards and Audit Program require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
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
Brubaker Square Limited Partnership (A Limited Partnership), DBA
Brubaker Square Apartments, FmHA Case No. 41-092-341561718, at
December 31, 1996 and 1995, and the results of its operations,
changes in partners' equity (deficit),and cash flows for the years
then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental data
included in this report (shown on pages 14-18) are presented for
the purpose of additional analysis and are not a required part of
the financial statements of FmHA Case No. 41-092-341561718. Such
information has been subjected to the same auditing procedures
applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also
issued a report dated January 15, 1997 on our consideration of
Brubaker Square Limited Partnership's internal control structure
and a report dated January 15, 1997 on its compliance with specific
requirements applicable to Rural Development Services programs.
/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE: 614-224-0955
FAX: 614-224-0971
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Villa Allegra Limited Partnership
(A Limited Partnership)
DBA Villa Allegra Apartments
Mansfield, OH
We have audited the accompanying balance sheets of Villa Allegra
Limited Partnership (A Limited Partnership), DBA Villa Allegra
Apartments, FmHA Case No. 41-054-341561716, as of December 31, 1996
and 1995, and the related income statements, changes in partners'
equity (deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the project's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration 'Audit Program' issued
in December 1989. Those standards and Audit Program require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
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 Villa
Allegra Limited Partnership (A Limited Partnership), DBA Villa
Allegra Apartments, FmHA Case No. 41-054-341561716, at December 31,
1996 and 1995, and the results of its operations, changes in
partners' equity (deficit),and cash flows for the years then ended
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental data
included in this report (shown on pages 14-18) are presented for
the purpose of additional analysis and are not a required part of
the financial statements of FmHA Case No. 41-054-341561716. Such
information has been subjected to the same auditing procedures
applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also
issued a report dated January 15, 1997 on our consideration of
Villa Allegra Limited Partnership's internal control structure and
a report dated January 15, 1997 on its compliance with specific
requirements applicable to Rural Development Services programs.
/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE: 614-224-0955
FAX: 614-224-0971
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Logan Place Limited Partnership
(A Limited Partnership)
DBA Logan Place Apartments
Mansfield, Ohio
We have audited the accompanying balance sheets of Logan Place
Limited Partnership (A Limited Partnership), DBA Logan Place
Apartments, FmHA Case No. 41-037-341643639, as of December 31, 1996
and 1995, and the related income statements, changes in partners'
equity (deficit) and cash flows for the years ended December 31,
1996 and 1995. These financial statements are the responsibility
of the project's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration 'Audit Program' issued
in December 1989. Those standards and Audit Program require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
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 Logan
Place Limited Partnership (A Limited Partnership), DBA Logan Place
Apartments, FmHA Case No. 41-037-341643639, at December 31, 1996
and 1995, and the results of its operations, changes in partners'
equity (deficit),and cash flows for the years ended December 31,
1996 and 1995, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental data
included in this report (shown on pages 14-18) are presented for
the purpose of additional analysis and are not a required part of
the financial statements of FmHA Case No. 41-037-341643639. Such
information has been subjected to the same auditing procedures
applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also
issued a report dated January 15, 1997 on our consideration of
Logan Place Limited Partnership's internal control structure and a
report dated January 15, 1997 on its compliance with specific
requirements applicable to Rural Development Services programs.
/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
334 N.W. Third Avenue
Ocala, FL 34475
PHONE: 352-732-0171
FAX: 352-867-1370
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Flagler Beach Villas RRH, Ltd.
We have audited the accompanying basic financial statements of
Flagler Beach Villas RRH, Ltd. as of and for the years ended
December 31, 1996 and 1995, as listed in the table of contents.
These basic 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 generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. 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 basic financial statements referred to above
present fairly, in all material respects, the financial position of
Flagler Beach Villas RRH, Ltd. as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional
information presented on pages 9 to 15 is presented for the
purposes of additional analysis and is not a required part of the
basic financial statements. The information on pages 9 to 14 has
been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial
statements taken as a whole. The information on page 15, which is
of a nonaccounting nature, has not been subjected to the auditing
procedures applied in the audit of the basic financial statements,
and we express no opinion on it.
In accordance with Government Auditing Standards, we have also
issued a report dated February 3, 1997 on our consideration of
Flagler Beach Villas R.R.H., Ltd.'s internal control structure and
a report dated February 3, 1997 on its compliance with laws and
regulations.
/s/ Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
Certified Public Accountants
February 3, 1997
<PAGE>
Smith, Lambright & Assoc.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE: 903-675-5674
FAX: 903-675-5676
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Elkhart Apartments Limited
700 South Palestine
Athens, Texas 75751
We have audited the Balance Sheet and Statements of Income and
Expenses, Changes in Partners' Equity (Deficit), and Cash Flows of
Elkhart Apartments Limited as of December 31, 1996 and 1995, and
for the years then ended. These financial statements are the
responsibility of Elkhart Apartments Limited's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audit in accordance with generally accepted
auditing Standards, Government Auditing Standards issued by the
Comptroller General of the United States, and 'U.S. Department of
Agriculture, Farmers Home Administration-Audit Program.' Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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 Elkhart
Apartments Limited as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on
the financial statements taken as a whole. The schedules and
supplemental letter listed in the table of contents are presented
for purposes of additional analysis and are not a required part of
the financial statements of Elkhart Apartments Limited. Such
information has been subjected to the auditing procedures applied
in the audit of the financial statements and, in our opinion, is
fairly presented in all material respects in relation to the
financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also
issued a report dated February 19, 1997 on our consideration of
Elkhart Apartments Limited's internal control structure and a
report dated February 19, 1997 on its compliance with laws and
regulations.
/s/ Smith, Lambright & Assoc.
Certified Public Accountants
February 19, 1997
<PAGE>
Smith, Lambright & Assoc.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE: 903-675-5674
FAX: 903-675-5676
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
South Timber Ridge Apartments, Ltd.
700 South Palestine
Athens, TX
We have audited the Balance Sheet and Statements of Income and
Expenses, Changes in Partners' Equity (Deficit), and Cash Flows of
South Timber Ridge Apartments, Ltd. as of December 31, 1996 and
1995, and for the years then ended. These financial statements are
the responsibility of South Timber Ridge Apartments, Ltd.'s
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audit in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States, and the 'U.S. Department
of Agriculture, Farmers Home Administration- Audit Program.' Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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 al material respects, the financial position of South
Timber Ridge Apartments, Ltd. as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion`on
the financial statements taken as a whole. The schedules and
supplemental letter listed in the table of contents are presented
for purposes of additional analysis and are not a required part of
the financial statements of South Timber Ridge Apartments, Ltd.
Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our
opinion, is fairly presented in all material respects in relation
to the financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of
South Timber Ridge Apartments, Ltd.'s internal control structure
and a report dated February 7, 1997 on its compliance with laws and
regulations.
/s/ Smith, Lambright & Assoc.
Certified Public Accountants
February 7, 1997
<PAGE>
Smith, Lambright & Assoc.
P.O. Box 912 - 505 E. Tyler
Athens, TX 75751
PHONE: 903-675-5674
FAX: 903-675-5676
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Heritage Drive South, Limited
700 South Palestine
Athens, TX
We have audited the Balance Sheet and Statements of Income and
Expenses, Changes in Partners' Equity (Deficit), and Cash Flows of
Heritage Drive South, Limited as of December 31, 1996 and 1995, and
for the years then ended. These financial statements are the
responsibility of Heritage Drive South, Limited's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audit in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States, and the 'U.S. Department
of Agriculture, Farmers Home Administration- Audit Program.' Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. 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
Heritage Drive South, Limited as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion`on
the financial statements taken as a whole. The schedules and
supplemental letter listed in the table of contents are presented
for purposes of additional analysis and are not a required part of
the financial statements of Heritage Drive South, Limited. Such
information has been subjected to the auditing procedures applied
in the audit of the financial statements and, in our opinion, is
fairly presented in all material respects in relation to the
financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also
issued a report dated February 13, 1997 on our consideration of
Heritage Drive South, Limited's internal control structure and a
report dated February 13, 1997 on its compliance with laws and
regulations.
/s/ Smith, Lambright & Assoc.
Certified Public Accountants
February 13, 1997
<PAGE>
Miller, Mayer, Sullivan & Stevens
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE: 606-223-3095
FAX: 606-223-2143
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Goodwater Falls, Ltd.
We have audited the accompanying balance sheets of Goodwater Falls,
Ltd. (A Limited Partnership) Case No. 20-067-621424606 as of
December 31, 1996 and 1995, and the related statements of
operations, changes in 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 generally accepted
auditing standards and the standards for financial audits contained
in Government Auditing Standards issued by the Comptroller General
of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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
Goodwater Falls, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued reports dated January 27, 1997 on our consideration of
Goodwater Falls, Ltd.'s internal control structure and compliance
with laws and regulations.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
data included in this report is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements, and in our opinion, is presented fairly, in all
material respects, in relation to the basic financial statements
taken as a whole.
/s/ Miller, Mayer, Sullivan & Stevens
Certified Public Accountants
Lexington, Kentucky
January 27, 1997
<PAGE>
Item 9. Disagreements on Accounting and Financial Disclosures
None.
PART III
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. The officers and directors of the Managing General
Partner are as follows:
Ronald M. Diner, age 53, 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 MBA degree from Columbia University (1968) and a BS 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.
Alan L. Weiner, age 36, is a Vice President and a Director. He
is a Senior Vice President of Raymond James & Associates, Inc.
which he joined in 1983. Mr. Weiner earned an MBA from the
Wharton Business School (1983) and is a Phi Beta Kappa graduate
of the University of Florida (1981), where he received a BS with
high honors.
J. Davenport Mosby, age 41, 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. Mr. Mosby is the head of the real estate
investment banking group and the Limited Partnership Trading
Desk.
Teresa L. Barnes, age 50, is a Vice President. Ms. Barnes is a
Senior Vice President of Raymond James & Associates, Inc., which
she joined in 1969.
Sandra L. Furey, age 34, is Secretary, Treasurer. Ms. Furey has
been employed by Raymond James & Associates, Inc. since 1980 and
currently serves as Closing Administrator for the Gateway Tax
Credit Funds.
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 58 and 59 of the Prospectus
under the section captioned "Management" (consisting of pages 56
through 59 of the Prospectus) which is incorporated herein by
reference.
Item 11. Executive Compensation
Gateway has no directors or officers.
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, 1997.
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. 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 15 to 18 of
the Prospectus under the caption "Management Compensation", which
is incorporated herein by reference.
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 Payable to Project Partnerships represents unpaid capital
contributions to the Project Partnerships and will be paid after
certain performance criteria are met. Such contributions are in
turn payable to the general partner of the Project Partnerships.
For the years ended March 31, 1997, 1996 and 1995 the General
Partners and affiliates are entitled to compensation and
reimbursement for costs and expenses incurred by Gateway as
follows:
Acquisition Fees - Acquisition fees are paid for services
rendered by the Managing General Partner in selecting properties
for acquisition and providing other services in connection with the
acquisition of interests in Project Partnerships. The acquisition
fees paid or payable to the General Partners will not exceed the
amount that is equal to 8% of the gross proceeds. The fees paid
are included in Investments in Project Partnerships on the Balance
Sheets.
1997 1996 1995
---- ---- ----
Series 2 $ 0 $ 0 $ 0
Series 3 0 0 0
Series 4 0 0 0
Series 5 0 0 13,602
Series 6 0 0 0
------- -------- ---------
Total $ 0 $ 0 $ 13,602
======= ======== =========
Asset Management Fee - The Managing General Partner is entitled
to be paid an annual asset management fee equal to 0.25% 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.
Series 2 $ 68,889 $ 68,998 $ 69,024
Series 3 63,792 63,927 64,043
Series 4 78,270 78,384 78,571
Series 5 96,844 97,010 97,163
Series 6 107,403 107,665 107,910
-------- --------- ---------
Total $415,198 $ 415,984 $ 416,711
======== ========= =========
General and Administrative Expenses - The Managing General
Partner is reimbursed for general and administrative expenses of
Gateway on an accountable basis. This expense is included in the
Statements of Operations.
Series 2 $ 6,792 $ 6,812 $ 8,330
Series 3 7,102 7,104 8,709
Series 4 8,953 8,978 10,456
Series 5 11,114 11,144 13,682
Series 6 11,732 11,765 14,388
-------- --------- --------
Total $ 45,693 $ 45,803 $ 55,565
======== ========= =========
<PAGE>
PART IV
Item 14. 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-
31821 and amendments and supplements thereto previously filed
with the Securities and Exchange Commission.
Table
Number
1.1 Form of Dealer Manager Agreement, including
Soliciting Dealer Agreement
1.2 Escrow Agreement between Gateway Tax Credit
Fund II Ltd. and Southeast Bank, NA
3.1 The form of Partnership Agreement of the Part-
nership is included as Exhibit "A" to the
Prospectus
3.1.1 Certificate of Limited Partnership of Gateway
Tax Credit Fund II Ltd.
3.1.2 Amendment to Certificate of Limited Partnership
of Gateway Tax Credit Fund II Ltd.
3.2 Articles of Incorporation of Raymond James
Partners, Inc.
3.2.1 Bylaws of Raymond James Partners, Inc.
3.3 Articles of Incorporation of Raymond James Tax
Credit Funds, Inc.
3.3.1 Bylaws of Raymond James Tax Credit Funds, Inc.
3.4 Amended and Restated Agreement of Limited
Partnership of Nowata Properties, An Oklahoma
Limited Partnership
3.5 Amended and Restated Agreement of Limited
Partnership of Poteau Properties II, An
Oklahoma Limited Partnership
3.6 Amended and Restated Agreement of Limited
Partnership of Sallisaw Properties, An Oklahoma
Limited Partnership
3.7 Amended and Restated Agreement of Limited
Partnership of Waldron Properties, An Arkansas
Limited Partnership
3.8 Amended and Restated Agreement of Limited
Partnership of Roland Properties II, An
Oklahoma Limited Partnership
3.9 Amended and Restated Agreement of Limited
Partnership of Stilwell Properties, An Oklahoma
Limited Partnership
3.10 Amended and Restated Agreement of Limited
Partnership of Birchwood Apartments Limited
Partnership
3.11 Amended and Restated Agreement of Limited
Partnership of Sunchase II, Ltd.
3.12 Amended and Restated Agreement of Limited
Partnership of Hornellsville Apartments
3.13 Amended and Restated Agreement of Limited
Partnership of CE McKinley II Limited
Partnership
3.14 Amended and Restated Agreement of Limited
Partnership of Hartwell Family, Ltd., L.P.
3.15 Amended and Restated Agreement of Limited
Partnership of Deerfield II Ltd., L.P.
3.16 Amended and Restated Agreement of Limited
Partnership of Claxton Elderly, Ltd., L.P.
3.17 Amended and Restated Agreement of Limited
Partnership of Inverness Club, Ltd., L.P.
3.18 Amended and Restated Agreement of Limited
Partnership of Lake Park Ltd., L.P.
3.19 Amended and Restated Agreement of Limited
Partnership of Lakeland Elderly Apartments,
Ltd., L.P.
3.20 Amended and Restated Agreement of Limited
Partnership of Mt. Vernon Elderly Housing,
Ltd., L.P.
3.21 Amended and Restated Agreement of Limited
Partnership of Pearson Elderly Housing, Ltd.,
L.P.
3.22 Amended and Restated Agreement of Limited
Partnership of Woodland Terrace Apartments,
Ltd., L.P.
3.23 Amended and Restated Agreement of Limited
Partnership of Richland Elderly Housing, Ltd.,
L.P.
3.24 Amended and Restated Agreement of Limited
Partnership of Lakeshore Apartments Limited
Partnership
3.25 Amended and Restated Agreement of Limited
Partnership of Lewiston Limited Partnership
3.26 Amended and Restated Agreement of Limited
Partnership of Springwood Apartments Limited
Partnership
3.27 Amended and Restated Agreement of Limited
Partnership of Cherrytree Apartments Limited
Partnership
3.28 Amended and Restated Agreement of Limited
Partnership of Charleston Properties, An
Arkansas Limited Partnership
3.29 Amended and Restated Agreement of Limited
Partnership of Sallisaw Properties II, An
Oklahoma Limited Partnership
3.30 Amended and Restated Agreement of Limited
Partnership of Pocola Properties, An Oklahoma
Limited Partnership
3.31 Amended and Restated Agreement of Limited
Partnership of Prairie Apartments Limited
Partnership
3.32 Amended and Restated Agreement of Limited
Partnership of Manchester Housing, Ltd., L.P.
3.33 Amended and Restated Agreement of Limited
Partnership of Sylacauga Heritage Apartments,
Ltd.
3.34 Amended and Restated Agreement of Limited
Partnership of Durango C.W.W. Limited
Partnership
3.35 Amended and Restated Agreement of Limited
Partnership of Alsace Village Limited
Partnership
3.36 Amended and Restated Agreement of Limited
Partnership of Seneca Apartments, L.P.
3.37 Amended and Restated Agreement of Limited
Partnership of Westville Properties, a Limited
Partnership
3.38 Amended and Restated Agreement of Limited
Partnership of Stilwell Properties II, Limited
Partnership
3.39 Amended and Restated Agreement of Limited
Partnership of Wellsville Senior Housing, L.P.
3.40 Amended and Restated Agreement of Limited
Partnership of Spring Hill Senior Housing, L.P.
3.41 Amended and Restated Agreement of Limited
Partnership of Eudora Senior Housing, L.P.
3.42 Amended and Restated Agreement of Limited
Partnership of Smithfield Greenbriar Limited
Partnership
3.43 Amended and Restated Agreement of Limited
Partnership of Tarpon Heights Apartments, A
Louisiana Partnership in Commendam
3.44 Amended and Restated Agreement of Limited
Partnership of Oaks Apartments, A Louisiana
Partnership in Commendam
3.45 Amended and Restated Agreement of Limited
Partnership of Countrywood Apartments, Limited
3.46 Amended and Restated Agreement of Limited
Partnership of Weston Apartments
3.47 Amended and Restated Agreement of Limited
Partnership of Wildwood Apartments, Limited
3.48 Amended and Restated Agreement of Limited
Partnership of Hopkins Properties, Limited
3.49 Amended and Restated Agreement of Limited
Partnership of Hancock Properties, Limited
3.50 Amended and Restated Agreement of Limited
Partnership of Southwood, L.P.
3.51 Amended and Restated Agreement of Limited
Partnership of Belmont Senior Apts., Ltd.
3.52 Amended and Restated Agreement of Limited
Partnership of Elkhart Apts., Ltd.
3.53 Amended and Restated Agreement of Limited
Partnership of Bryan Senior Village Limited
Partnership
3.54 Amended and Restated Agreement of Limited
Partnership of Brubaker Square Limited
Partnership
3.55 Amended and Restated Agreement of Limited
Partnership of Villa Allegra Limited
Partnership
3.56 Amended and Restated Agreement of Limited
Partnership of Heritage Villas, L.P.
3.57 Amended and Restated Agreement of Limited
Partnership of Logansport Seniors Apts., a
Louisiana Partnership Commendam
3.58 Amended and Restated Agreement of Limited
Partnership of Wynnwood Common Associates
3.59 Amended and Restated Agreement of Limited
Partnership of Piedmont Development Company of
Lamar County, Ltd., (L.P.)
3.60 Amended and Restated Agreement of Limited
Partnership of Sonora Seniors Apts., Ltd.
3.61 Amended and Restated Agreement of Limited
Partnership of Fredericksburg Seniors, Ltd.
3.62 Amended and Restated Agreement of Limited
Partnership of Ozona Seniors, Ltd.
3.63 Amended and Restated Agreement of Limited
Partnership of Brackettville Seniors, Ltd.
3.64 Amended and Restated Agreement of Limited
Partnership of Timpson Seniors Apartments, Ltd.
3.65 Amended and Restated Agreement of Limited
Partnership of Chestnut Apartments Limited
Partnership
3.66 Amended and Restated Agreement of Limited
Partnership of Jasper Villas Apartments Limited
Partnership
3.67 Amended and Restated Agreement of Limited
Partnership of Norton Green Limited Partnership
3.68 Amended and Restated Agreement of Limited
Partnership of Jonesville Manor Limited
Partnership
3.69 Amended and Restated Agreement of Limited
Partnership of Edmonton Senior, Ltd.
3.70 Amended and Restated Agreement of Limited
Partnership of Owingsville Senior, Ltd.
3.71 Amended and Restated Agreement of Limited
Partnership of Courtyard, Ltd.
3.72 Amended and Restated Agreement of Limited
Partnership of Rural Development Group
3.73 Amended and Restated Agreement of Limited
Partnership of Williston Properties, A Limited
Partnership
3.74 Amended and Restated Agreement of Limited
Partnership of St. George Properties, A
Limited Partnership
3.75 Amended and Restated Agreement of Limited
Partnership of Village Apartments of St. Joseph
II Limited Partnership
3.76 Amended and Restated Agreement of Limited
Partnership of Village Apartments of Effingham
Limited Partnership
3.77 Amended and Restated Agreement of Limited
Partnership of Village Apartments of Seymour
II, L.P.
3.78 Amended and Restated Agreement of Limited
Partnership of Country Place Apartments -
Portland II, Ltd.
3.79 Amended and Restated Agreement of Limited
Partnership of Country Place Apartments -
Georgetown Limited Partnership
3.80 Amended and Restated Agreement of Limited
Partnership of South Timber Ridge Apts., Ltd.
3.81 Amended and Restated Agreement of Limited
Partnership of Cloverdale RRH Assoc.
3.82 Amended and Restated Agreement of Limited
Partnership of Shannon Apartments Limited
Partnership
3.83 Amended and Restated Agreement of Limited
Partnership of Spruce Apartments Limited
Partnership
3.84 Amended and Restated Agreement of Limited
Partnership of Carthage Senior, L.P.
3.85 Amended and Restated Agreement of Limited
Partnership of Ehrhardt Place Limited
Partnership
3.86 Amended and Restated Agreement of Limited
Partnership of Country Place Apartments - Coal
City, Limited Partnership
5.1O Opinion regarding legality of Honigman Miller
Schwartz and Cohn
5.1.1 Opinion regarding legality of Riden, Earle &
Kiefner, PA
8.1 Tax opinion and consent of Honigman Miller
Schwartz and Cohn
8.1.1 Tax opinion and consent of Riden, Earle &
Kiefner, PA
24.1 The consent of Spence, Marston & Bunch
24.2 The consent of Spence, Marston, Bunch, Morris
Co. appears on page II-7
24.3 The consent of Goddard, Henderson, Godbee &
Nichols, PC with respect to the financial
statements of Lake Park Apartments, Ltd.
24.4 The consent of Goddard, Henderson, Godbee &
Nichols, PC with respect to the financial
statements of Richland Elderly Housing, Ltd.
24.5 The consent of Goddard, Henderson, Godbee &
Nichols, PC with respect to the financial
statements of Pearson Elderly Housing, Ltd.
24.6 The consent of Goddard, Henderson, Godbee &
Nichols, PC with respect to Mt. Vernon Elderly
Housing, Ltd.
24.7 The consent of Goddard, Henderson, Godbee &
Nichols, PC with respect to the financial
statements of Woodland Terrace Apartments, Ltd.
24.8 The consent of Goddard, Henderson, Godbee &
Nichols, PC with respect to the financial
statements of Lakeland Elderly Housing, Ltd.
24.9 The consent of Grana & Teibel, PC with respect
to Lewiston LP
24.10 The consent of Beall & Company with respect to
Nowata Properties
24.11 The consent of Beall & Company with respect to
Sallisaw Properties
24.12 The consent of Beall & Company with respect to
Poteau Properties II
24.13 The consent of Beall & Company with respect to
Charleston Properties
24.14 The consent of Beall & Company with respect to
Roland Properties II
24.15 The consent of Beall & Company with respect to
Stilwell Properties
24.16 The consent of Donald W. Causey, CPA, PC
24.17 The consent of Charles Bailly & Company, CPA
24.18 The consent of Honigman Miller Schwartz and
Cohn to all references made to them in the
Prospectus included as a part of the
Registration Statement of Gateway Tax Credit
Fund II Ltd., and all amendments thereto
24.18.1 The consent of Riden, Earle, & Kiefner, PA to
all references made to them in the Prospectus
included as a part of the Registration
Statement of Gateway Tax Credit Fund II Ltd.,
and all amendments thereto is included in
Exhibit 8.1.1.
28.1 Table VI (Acquisition of Properties by Program)
of Appendix II to Industry Guide 5, Preparation
of Registration Statements Relating to
Interests in Real Estate Limited Partnerships
b. Reports filed on Form 8-K - NONE
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 2
Apartment Properties
# of Mtg.Loan
Partnership Location Units Balance
Claxton Elderly Claxton, GA 24 $ 662,704
Deerfield II Douglas, GA 24 706,899
Hartwell Family Hartwell, GA 24 710,354
Cherrytree Apts. Albion, PA 33 1,207,892
Springwood Apts. Westfield, NY 32 1,261,960
Lakeshore Apts. Tuskegee, AL 34 1,061,022
Lewiston Lewiston, NY 25 1,006,457
Charleston Charleston, AR 32 849,369
Sallisaw II Sallisaw, OK 47 1,205,414
Pocola Pocola, OK 36 994,156
Inverness Club Inverness, FL 72 3,005,900
Pearson Elderly Pearson, GA 25 639,211
Richland Elderly Richland, GA 33 873,564
Lake Park Lake Park, GA 48 1,495,448
Woodland Terrace Waynesboro, GA 30 893,521
Mt. Vernon Elderly Mt. Vernon, GA 21 578,182
Lakeland Elderly Lakeland, GA 29 787,512
Prairie Apartments Eagle Butte, SD 21 982,285
Sylacauga Heritage Sylacauga, AL 44 1,394,990
Manchester Housing Manchester, GA 49 1,467,278
Durango C.W.W. Durango, CO 24 1,039,101
Columbus Sr. Columbus, KS 16 440,217
-----------
Total Series 2 $23,263,436
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 3
# of Mtg.Loan
Partnership Location Units Balance
Poteau II Poteau, OK 52 $ 1,315,799
Sallisaw Sallisaw, OK 52 1,321,118
Nowata Properties Oolagah, OK 32 862,820
Waldron Properties Waldron, AR 24 645,123
Roland II Roland, OK 52 1,320,471
Stilwell Stilwell, OK 48 1,202,736
Birchwood Apts. Pierre, SD 24 794,213
Hornellsville Arkport, NY 24 902,365
Sunchase II Watertown, SD 41 1,204,241
CE McKinley II Rising Sun, MD 16 641,155
Weston Apartments Weston, AL 10 277,151
Countrywood Apts. Centreville, AL 40 1,210,851
Wildwood Apts. Pineville, LA 28 855,578
Hancock Hawesville, KY 12 374,199
Hopkins Madisonville, KY 24 761,190
Elkhart Apts. Elkhart, TX 54 1,165,777
Bryan Senior Bryan, OH 40 1,096,129
Brubaker Square New Carlisle, OH 38 1,126,146
Southwood Savannah, TN 44 1,496,892
Villa Allegra Celina, OH 32 910,393
Belmont Senior Cynthiana, KY 24 774,777
Heritage Villas Helena, GA 25 683,149
Logansport Seniors Logansport, LA 32 904,252
-----------
Total Series 3 $21,846,525
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 4
# of Mtg.Loan
Partnership Location Units Balance
Alsace Village Soda Springs, ID 24 $ 641,920
Seneca Apartments Seneca, MO 24 612,863
Eudora Senior Eudora, KS 36 965,747
Westville Westville, OK 36 865,774
Wellsville Senior Wellsville, KS 24 652,592
Stilwell II Stilwell, OK 52 1,298,661
Spring Hill Senior Spring Hill, KS 24 702,597
Smithfield Smithfield, UT 40 1,550,456
Tarpon Heights Galliano, LA 48 1,253,113
Oaks Apartments Oakdale, LA 32 850,400
Wynnwood Common Fairchance, PA 34 1,381,085
Chestnut Apartments Howard, SD 24 861,837
St. George St. George, SC 24 760,667
Williston Williston, SC 24 803,922
Brackettville Sr. Brackettville, TX 32 827,685
Sonora Seniors Sonora, TX 32 849,612
Ozona Seniors Ozona, TX 24 636,084
Fredericksburg Sr. Fredericksburg,TX 48 1,213,358
St. Joseph St. Joseph, IL 24 833,930
Courtyard Huron, SD 21 716,203
Rural Development Ashland, ME 25 1,214,449
Jasper Villas Jasper, AR 25 865,931
Edmonton Senior Edmonton, KY 24 762,803
Jonesville Manor Jonesville, VA 40 1,361,387
Norton Green Norton, VA 40 1,352,038
Owingsville Senior Owingsville, KY 22 711,608
Timpson Seniors Timpson, TX 28 678,156
Piedmont Barnesville, GA 36 1,055,111
S.F. Arkansas City Arkansas City, KS 12 341,859
-----------
Total Series 4 $26,621,848
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 5
# of Mtg.Loan
Partnership Location Units Balance
Seymour Seymour, IN 37 $ 1,251,266
Effingham Effingham, IL 24 810,025
S.F. Winfield Winfield, KS 12 332,691
S.F.Medicine Lodge Medicine Lodge,KS 16 455,152
S.F. Ottawa Ottawa, KS 24 573,313
S.F. Concordia Concordia, KS 20 555,772
Highland View Elgin, OR 24 719,775
Carrollton Club Carrollton, GA 78 2,708,675
Scarlett Oaks Lexington, SC 40 1,401,122
Brooks Hill Ellijay, GA 44 1,473,923
Greensboro Greensboro, GA 24 740,332
Greensboro II Greensboro, GA 33 918,930
Pine Terrace Wrightsville, GA 25 733,002
Shellman Shellman, GA 27 745,868
Blackshear Cordele, GA 46 1,330,697
Crisp Properties Cordele, GA 31 939,746
Crawford Crawford, GA 25 751,305
Yorkshire Wagoner, OK 60 2,103,023
Woodcrest South Boston, VA 40 1,310,336
Fox Ridge Russellville, AL 24 741,765
Redmont II Red Bay, AL 24 700,228
Clayton Clayton, OK 24 675,057
Alma Alma, AR 24 738,996
Pemberton Village Hiawatha, KS 24 642,721
Magic Circle Eureka, KS 24 658,801
Spring Hill Spring Hill, KS 36 1,137,569
Menard Retirement Menard, TX 24 633,095
Wallis Housing Wallis, TX 24 454,616
Zapata Housing Zapata, TX 40 988,339
Mill Creek Grove, OK 60 1,446,557
Portland II Portland, IN 20 588,270
Georgetown Georgetown, OH 24 747,505
Cloverdale Chandler, TX 24 764,146
S. Timber Ridge Cloverdale, IN 44 1,072,241
Pineville Pineville, MO 12 322,776
Ravenwood Americus, GA 24 734,459
-----------
Total Series 5 $32,902,094
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 6
# of Mtg.Loan
Partnership Location Units Balance
Spruce Pierre, SD 24 $ 921,705
Shannon Apartments O'Neill, NE 16 539,577
Carthage Carthage, MO 24 581,804
Mt. Crest Enterprise, OR 39 1,013,230
Coal City Coal City, IL 24 989,254
Blacksburg Terrace Blacksburg, SC 32 1,096,439
Frazier Smyrna, DE 30 1,487,549
Ehrhardt Ehrhardt, SC 16 568,497
Sinton Sinton, TX 32 859,965
Frankston Frankston, TX 24 564,910
Flagler Beach Flagler Beach, FL 43 1,397,817
Oak Ridge Williamsburg, KY 24 821,225
Monett Monett, MO 32 795,295
Arma Arma, KS 28 724,170
Southwest City Southwest City, MO 12 322,101
Meadowcrest Luverne, AL 32 1,016,639
Parsons Parsons, KS 48 1,275,490
Newport Village Newport, TN 40 1,318,326
Goodwater Falls Jenkins, KY 36 1,157,728
Northfield Station Corbin, KY 24 808,961
Pleasant Hill Square Somerset, KY 24 798,500
Winter Park Mitchell, SD 24 1,012,281
Cornell Watertown, SD 24 879,255
Heritage Drive S. Jacksonville, TX 40 992,319
Brodhead Brodhead, KY 24 797,238
Mt. Village Mt. Vernon, KY 24 791,872
Hazelhurst Hazlehurst, MS 32 992,305
Sunrise Yankton, SD 33 1,170,865
Stony Creek Hooversville, PA 32 1,359,690
Logan Place Logan, OH 40 1,265,747
Haines Haines, AK 32 2,408,487
Maple Wood Barbourville, KY 24 807,019
Summerhill Gassville, AR 28 805,912
Dorchester St. George, SC 12 469,366
Lancaster Mountain View, AR 33 1,140,517
Autumn Village Harrison, AR 16 280,930
Hardy Hardy, AR 24 422,246
Dawson Dawson, GA 40 1,202,426
-----------
Total Series 6 $35,857,657
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 2
Net
Apartment Properties Cost At Acquisition Date Improvements
Buildings Capitalized
Improvements Subsequent to
Partnership Land & Equipment Acquisition
Claxton Elderly $ 33,400 $ 766,138 $ 0
Deerfield II 33,600 820,962 0
Hartwell Family 22,700 836,998 0
Cherrytree Apts. 62,000 1,376,297 1,339
Springwood Apts. 21,500 1,451,283 28,300
Lakeshore Apts. 28,600 1,238,749 194
Lewiston 38,400 1,178,185 17,350
Charleston 16,000 1,060,098 0
Sallisaw II 37,500 1,480,089 0
Pocola 22,500 1,223,370 0
Inverness Club 205,500 3,111,565 179,759
Pearson Elderly 15,000 767,590 (1,130)
Richland Elderly 31,500 1,027,512 (1,141)
Lake Park 88,000 1,710,725 0
Woodland Terrace 36,400 1,047,107 (3,424)
Mt. Vernon Elderly 21,750 680,437 (1,252)
Lakeland Elderly 28,000 930,574 (2,759)
Prairie Apartments 66,500 1,150,214 22,427
Sylacauga Heritage 66,080 1,648,081 19,149
Manchester Housing 36,000 1,746,076 (2,283)
Durango C.W.W. 140,250 1,123,454 8,292
Columbus Sr. 64,373 444,257 (1,003)
----------- ------------ ---------
Total Series 2 $ 1,115,553 $ 26,819,761 $ 263,818
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 3
Net
Apartment Properties Cost At Acquisition Date Improvements
Buildings Capitalized
Improvements Subsequent to
Partnership Land & Equipment Acquisition
Poteau II $ 76,827 $ 1,712,321 $ 0
Sallisaw 70,000 1,674,103 0
Nowata Properties 45,500 1,102,984 0
Waldron Properties 26,000 834,273 0
Roland II 70,000 1,734,010 0
Stilwell 37,500 1,560,201 0
Birchwood Apts. 116,740 885,923 15,506
Hornellsville 41,225 1,018,523 35,769
Sunchase II 113,115 1,198,373 8,586
CE McKinley II 11,762 745,635 35,131
Weston Apartments 0 339,144 194
Countrywood Apts. 55,750 1,447,439 16,575
Wildwood Apts. 48,000 1,018,897 17,428
Hancock 20,700 419,725 0
Hopkins 43,581 885,087 (1,412)
Elkhart Apts. 35,985 1,361,096 129,643
Bryan Senior 74,000 1,102,728 7,529
Brubaker Square 75,000 1,376,075 1,431
Southwood 15,000 1,769,334 7,959
Villa Allegra 35,000 1,097,214 1,343
Belmont Senior 43,600 891,543 0
Heritage Villas 21,840 801,128 1,006
Logansport Seniors 27,621 1,058,773 0
----------- ------------ ---------
Total Series 3 $ 1,104,746 $ 26,034,529 $ 276,688
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 4
Net
Apartment Properties Cost At Acquisition Date Improvements
Buildings Capitalized
Improvements Subsequent to
Partnership Land & Equipment Acquisition
Alsace Village $ 15,000 $ 771,590 $ 12,888
Seneca Apartments 76,212 640,702 1,761
Eudora Senior 50,000 1,207,482 0
Westville 27,560 1,074,126 0
Wellsville Senior 38,000 772,971 (1)
Stilwell II 30,000 1,627,974 0
Spring Hill Senior 49,800 986,569 0
Smithfield 82,500 1,698,213 56,907
Tarpon Heights 85,000 1,408,434 0
Oaks Apartments 42,000 989,522 987
Wynnwood Common 68,000 1,578,814 18,971
Chestnut Apartments 57,200 977,493 15,871
St. George 22,600 915,400 2,861
Williston 25,000 959,345 18,255
Brackettville Sr. 28,600 963,366 0
Sonora Seniors 51,000 962,315 0
Ozona Seniors 40,000 719,843 0
Fredericksburg Sr. 45,000 1,357,563 0
St. Joseph 28,000 940,580 7,466
Courtyard 24,500 810,110 7,198
Rural Development 38,200 1,361,892 22,390
Jasper Villas 27,000 1,067,890 4,827
Edmonton Senior 40,000 866,714 0
Jonesville Manor 100,000 1,578,135 8,060
Norton Green 120,000 1,535,373 37,693
Owingsville Senior 28,000 820,044 0
Timpson Seniors 13,500 802,416 0
Piedmont 29,500 1,259,547 0
S.F. Arkansas City 16,800 395,228 0
----------- ------------ ---------
Total Series 4 $ 1,298,972 $ 31,049,651 $ 216,134
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 5
Net
Apartment Properties Cost At Acquisition Date Improvements
Buildings Capitalized
Improvements Subsequent to
Partnership Land & Equipment Acquisition
Seymour $ 59,500 $ 1,452,557 $ 5,938
Effingham 38,500 940,327 1,233
S.F. Winfield 18,000 382,920 0
S.F.Medicine Lodge 21,600 542,959 0
S.F. Ottawa 25,200 687,929 (5,680)
S.F. Concordia 28,000 658,961 1
Highland View 16,220 830,471 25,576
Carrollton Club 248,067 722,560 2,247,274
Scarlett Oaks 44,475 992,158 636,104
Brooks Hill 0 214,335 1,531,305
Greensboro 15,930 61,495 788,834
Greensboro II 21,330 92,063 979,756
Pine Terrace 14,700 196,071 674,414
Shellman 13,500 512,531 379,033
Blackshear 60,000 413,143 1,119,175
Crisp Properties 48,000 578,709 497,328
Crawford 16,600 187,812 703,300
Yorkshire 100,000 2,212,045 222,521
Woodcrest 70,000 842,335 662,441
Fox Ridge 39,781 848,996 1,164
Redmont II 25,000 814,432 1,164
Clayton 35,600 835,930 0
Alma 45,000 912,710 0
Pemberton Village 12,020 767,228 (12,269)
Magic Circle 22,660 749,504 3,963
Spring Hill 70,868 1,318,926 59,584
Menard Retirement 21,000 721,251 19,622
Wallis Housing 13,900 553,230 7,263
Zapata Housing 44,000 1,120,538 73,867
Mill Creek 28,000 414,429 1,299,240
Portland II 43,102 410,683 258,989
Georgetown 0 149,483 741,603
Cloverdale 40,000 583,115 310,051
S. Timber Ridge 43,705 1,233,570 3,149
Pineville 59,661 328,468 891
Ravenwood 14,300 873,596 0
----------- ------------ -----------
Total Series 5 $ 1,418,219 $ 25,157,470 $13,236,834
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 6
Net
Apartment Properties Cost At Acquisition Date Improvements
Buildings Capitalized
Improvements Subsequent to
Partnership Land & Equipment Acquisition
Spruce $ 60,040 $ 108,772 $ 927,758
Shannon Apartments 5,000 94,494 546,979
Carthage 115,814 578,597 (744)
Mt. Crest 64,914 1,143,675 22,418
Coal City 60,055 1,121,477 4,130
Blacksburg Terrace 39,930 1,278,860 4,279
Frazier 51,665 1,619,209 2,230
Ehrhardt 9,020 671,750 5,006
Sinton 42,103 985,010 12,193
Frankston 30,000 639,068 5,913
Flagler Beach 118,575 1,534,541 0
Oak Ridge 40,000 995,782 2,184
Monett 170,229 782,795 3,722
Arma 85,512 771,316 1,985
Southwest City 67,303 319,272 (666)
Meadowcrest 72,500 1,130,651 587
Parsons 49,780 1,483,188 0
Newport Village 61,350 1,470,505 50,315
Goodwater Falls 32,000 1,142,517 218,846
Northfield Station 44,250 977,220 1,091
Pleasant Hill Square 35,000 893,323 26,487
Winter Park 95,000 1,121,119 22,397
Cornell 32,000 1,017,572 18,854
Heritage Drive S. 44,247 1,151,157 267
Brodhead 21,600 932,468 0
Mt. Village 55,000 884,596 0
Hazelhurst 60,000 1,118,734 2,670
Sunrise 90,000 1,269,252 767
Stony Creek 0 1,428,656 197,539
Logan Place 39,300 1,477,527 1,799
Haines 189,323 2,851,953 (15,673)
Maple Wood 79,000 924,144 4,600
Summerhill 23,000 788,157 29,099
Dorchester 13,000 239,455 309,817
Lancaster 37,500 1,361,272 (18,104)
Autumn Village 20,000 595,604 0
Hardy 0 473,695 457,865
Dawson 40,000 346,569 1,088,404
----------- ------------ ----------
Total Series 6 $ 2,094,010 $ 37,723,952 $3,935,014
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 2
Gross Amount At Which Carried At
Apartment Properties December 31, 1996
Buildings,
Improvements
Partnership Land & Equipment Total
Claxton Elderly $ 33,400 $ 766,138 $ 799,538
Deerfield II 33,600 820,962 854,562
Hartwell Family 22,700 836,998 859,698
Cherrytree Apts. 62,000 1,377,636 1,439,636
Springwood Apts. 21,500 1,479,583 1,501,083
Lakeshore Apts. 28,600 1,238,943 1,267,543
Lewiston 38,400 1,195,535 1,233,935
Charleston 16,000 1,060,098 1,076,098
Sallisaw II 37,500 1,480,089 1,517,589
Pocola 22,500 1,223,370 1,245,870
Inverness Club 205,500 3,291,324 3,496,824
Pearson Elderly 15,000 766,460 781,460
Richland Elderly 31,500 1,026,371 1,057,871
Lake Park 88,000 1,710,725 1,798,725
Woodland Terrace 36,400 1,043,683 1,080,083
Mt. Vernon Elderly 21,750 679,185 700,935
Lakeland Elderly 28,000 927,815 955,815
Prairie Apartments 73,284 1,165,857 1,239,141
Sylacauga Heritage 66,080 1,667,230 1,733,310
Manchester Housing 36,000 1,743,793 1,779,793
Durango C.W.W. 140,250 1,131,746 1,271,996
Columbus Sr. 64,373 443,254 507,627
----------- ----------- -----------
Total Series 2 $ 1,122,337 $27,076,795 $28,199,132
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 3
Gross Amount At Which Carried At
Apartment Properties December 31, 1996
Buildings,
Improvements
Partnership Land & Equipment Total
Poteau II $ 76,827 $ 1,712,321 $ 1,789,148
Sallisaw 70,000 1,674,103 1,744,103
Nowata Properties 45,500 1,102,984 1,148,484
Waldron Properties 26,000 834,273 860,273
Roland II 70,000 1,734,010 1,804,010
Stilwell 37,500 1,560,201 1,597,701
Birchwood Apts. 124,505 893,664 1,018,169
Hornellsville 41,225 1,054,292 1,095,517
Sunchase II 113,115 1,206,959 1,320,074
CE McKinley II 138,889 653,639 792,528
Weston Apartments 0 339,338 339,338
Countrywood Apts. 55,750 1,464,014 1,519,764
Wildwood Apts. 48,000 1,036,325 1,084,325
Hancock 20,700 419,725 440,425
Hopkins 43,581 883,675 927,256
Elkhart Apts. 151,976 1,374,748 1,526,724
Bryan Senior 74,000 1,110,257 1,184,257
Brubaker Square 75,000 1,377,506 1,452,506
Southwood 15,000 1,777,293 1,792,293
Villa Allegra 35,000 1,098,557 1,133,557
Belmont Senior 43,600 891,543 935,143
Heritage Villas 21,840 802,134 823,974
Logansport Seniors 27,621 1,058,773 1,086,394
----------- ----------- -----------
Total Series 3 $ 1,355,629 $26,060,334 $27,415,963
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 4
Gross Amount At Which Carried At
Apartment Properties December 31, 1996
Buildings,
Improvements
Partnership Land & Equipment Total
Alsace Village $ 15,000 $ 784,478 $ 799,478
Seneca Apartments 76,212 642,463 718,675
Eudora Senior 50,000 1,207,482 1,257,482
Westville 27,560 1,074,126 1,101,686
Wellsville Senior 38,000 772,970 810,970
Stilwell II 30,000 1,627,974 1,657,974
Spring Hill Senior 49,800 986,569 1,036,369
Smithfield 84,852 1,752,768 1,837,620
Tarpon Heights 85,000 1,408,434 1,493,434
Oaks Apartments 42,000 990,509 1,032,509
Wynnwood Common 68,000 1,597,785 1,665,785
Chestnut Apartments 63,800 986,764 1,050,564
St. George 22,600 918,261 940,861
Williston 25,000 977,600 1,002,600
Brackettville Sr. 28,600 963,366 991,966
Sonora Seniors 51,000 962,315 1,013,315
Ozona Seniors 40,000 719,843 759,843
Fredericksburg Sr. 45,000 1,357,563 1,402,563
St. Joseph 28,000 948,046 976,046
Courtyard 25,295 816,513 841,808
Rural Development 38,200 1,384,282 1,422,482
Jasper Villas 27,000 1,072,717 1,099,717
Edmonton Senior 40,000 866,714 906,714
Jonesville Manor 100,000 1,586,195 1,686,195
Norton Green 120,000 1,573,066 1,693,066
Owingsville Senior 28,000 820,044 848,044
Timpson Seniors 13,500 802,416 815,916
Piedmont 29,500 1,259,547 1,289,047
S.F. Arkansas City 16,800 395,228 412,028
----------- ----------- -----------
Total Series 4 $ 1,308,719 $31,256,038 $32,564,757
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 5
Gross Amount At Which Carried At
Apartment Properties December 31, 1996
Buildings,
Improvements
Partnership Land & Equipment Total
Seymour $ 59,500 $ 1,458,495 $ 1,517,995
Effingham 38,500 941,560 980,060
S.F. Winfield 18,000 382,920 400,920
S.F.Medicine Lodge 21,600 542,959 564,559
S.F. Ottawa 25,200 682,249 707,449
S.F. Concordia 28,000 658,962 686,962
Highland View 16,220 856,047 872,267
Carrollton Club 248,068 2,969,833 3,217,901
Scarlett Oaks 44,475 1,628,262 1,672,737
Brooks Hill 77,500 1,668,140 1,745,640
Greensboro 15,930 850,329 866,259
Greensboro II 21,330 1,071,819 1,093,149
Pine Terrace 14,700 870,485 885,185
Shellman 13,500 891,564 905,064
Blackshear 60,000 1,532,318 1,592,318
Crisp Properties 48,000 1,076,037 1,124,037
Crawford 16,600 891,112 907,712
Yorkshire 100,788 2,433,778 2,534,566
Woodcrest 70,000 1,504,776 1,574,776
Fox Ridge 39,781 850,160 889,941
Redmont II 25,000 815,596 840,596
Clayton 35,600 835,930 871,530
Alma 45,000 912,710 957,710
Pemberton Village 12,020 754,959 766,979
Magic Circle 22,660 753,467 776,127
Spring Hill 70,868 1,378,510 1,449,378
Menard Retirement 21,000 740,873 761,873
Wallis Housing 13,900 560,493 574,393
Zapata Housing 46,323 1,192,082 1,238,405
Mill Creek 28,000 1,713,669 1,741,669
Portland II 26,102 686,672 712,774
Georgetown 50,393 840,693 891,086
Cloverdale 40,000 893,166 933,166
S. Timber Ridge 43,705 1,236,719 1,280,424
Pineville 59,661 329,359 389,020
Ravenwood 14,300 873,596 887,896
----------- ----------- -----------
Total Series 5 $ 1,532,224 $38,280,299 $39,812,523
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 6
Gross Amount At Which Carried At
Apartment Properties December 31, 1996
Buildings,
Improvements
Partnership Land & Equipment Total
Spruce $ 84,155 $ 1,012,415 $ 1,096,570
Shannon Apartments 5,000 641,473 646,473
Carthage 115,814 577,853 693,667
Mt. Crest 64,914 1,166,093 1,231,007
Coal City 60,055 1,125,607 1,185,662
Blacksburg Terrace 39,930 1,283,139 1,323,069
Frazier 51,665 1,621,439 1,673,104
Ehrhardt 9,020 676,756 685,776
Sinton 42,103 997,203 1,039,306
Frankston 30,000 644,981 674,981
Flagler Beach 118,575 1,534,541 1,653,116
Oak Ridge 40,000 997,966 1,037,966
Monett 170,229 786,517 956,746
Arma 89,512 769,301 858,813
Southwest City 67,303 318,606 385,909
Meadowcrest 72,500 1,131,238 1,203,738
Parsons 49,780 1,483,188 1,532,968
Newport Village 61,350 1,520,820 1,582,170
Goodwater Falls 32,000 1,361,363 1,393,363
Northfield Station 44,250 978,311 1,022,561
Pleasant Hill Square 35,000 919,810 954,810
Winter Park 95,000 1,143,516 1,238,516
Cornell 35,591 1,032,835 1,068,426
Heritage Drive S. 44,247 1,151,424 1,195,671
Brodhead 21,600 932,468 954,068
Mt. Village 55,000 884,596 939,596
Hazelhurst 60,000 1,121,404 1,181,404
Sunrise 90,000 1,270,019 1,360,019
Stony Creek 80,000 1,546,195 1,626,195
Logan Place 41,099 1,477,527 1,518,626
Haines 189,323 2,836,280 3,025,603
Maple Wood 79,000 928,744 1,007,744
Summerhill 23,000 817,256 840,256
Dorchester 13,000 549,272 562,272
Lancaster 37,500 1,343,168 1,380,668
Autumn Village 20,000 595,604 615,604
Hardy 21,250 910,310 931,560
Dawson 40,000 1,434,973 1,474,973
----------- ----------- -----------
Total Series 6 $ 2,228,765 $41,524,211 $43,752,976
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 2
Apartment Properties
Accumulated Depreciable
Partnership Depreciation Life
Claxton Elderly $ 182,923 5-27.5
Deerfield II 197,569 5-27.5
Hartwell Family 203,826 5-27.5
Cherrytree Apts. 226,386 5-27.5
Springwood Apts. 268,060 5-40
Lakeshore Apts. 223,054 5-40
Lewiston 187,704 5-40
Charleston 299,874 5-25
Sallisaw II 401,972 5-25
Pocola 297,187 5-27.5
Inverness Club 704,676 5-27.5
Pearson Elderly 162,398 5-30
Richland Elderly 211,279 5-30
Lake Park 392,137 5-30
Woodland Terrace 220,418 5-30
Mt. Vernon Elderly 144,913 5-30
Lakeland Elderly 191,841 5-30
Prairie Apartments 210,525 5-40
Sylacauga Heritage 278,885 5-40
Manchester Housing 347,404 5-30
Durango C.W.W. 182,266 5-40
Columbus Sr. 113,804 5-27.5
-----------
Total Series 2 $ 5,649,101
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 3
Apartment Properties
Accumulated Depreciable
Partnership Depreciation Life
Poteau II $ 618,722 5-25
Sallisaw 575,825 5-25
Nowata Properties 370,408 5-25
Waldron Properties 278,978 5-25
Roland II 621,938 5-25
Stilwell 550,439 5-25
Birchwood Apts. 222,677 5-40
Hornellsville 333,364 5-27.5
Sunchase II 341,268 5-40
CE McKinley II 239,893 5-27.5
Weston Apartments 114,062 5-27.5
Countrywood Apts. 470,971 5-27.5
Wildwood Apts. 274,157 5-30
Hancock 100,237 5-27.5
Hopkins 211,037 5-27.5
Elkhart Apts. 391,162 5-25
Bryan Senior 401,818 5-27.5
Brubaker Square 430,262 5-27.5
Southwood 236,341 5-50
Villa Allegra 354,837 5-27.5
Belmont Senior 154,747 5-40
Heritage Villas 173,988 5-30
Logansport Seniors 157,438 5-40
-----------
Total Series 3 $ 7,624,569
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 4
Apartment Properties
Accumulated Depreciable
Partnership Depreciation Life
Alsace Village $ 195,851 5-27.5
Seneca Apartments 217,111 5-27.5
Eudora Senior 288,786 5-27.5
Westville 259,160 5-27.5
Wellsville Senior 194,861 5-25
Stilwell II 393,640 5-27.5
Spring Hill Senior 270,920 5-25
Smithfield 250,681 5-40
Tarpon Heights 210,760 5-40
Oaks Apartments 150,701 5-40
Wynnwood Common 265,372 5-40
Chestnut Apartments 182,299 5-40
St. George 249,961 5-27.5
Williston 248,557 5-27.5
Brackettville Sr. 129,680 5-40
Sonora Seniors 141,577 5-40
Ozona Seniors 100,614 5-40
Fredericksburg Sr. 194,732 5-40
St. Joseph 220,272 5-27.5
Courtyard 166,844 5-27.5
Rural Development 356,678 5-27.5
Jasper Villas 172,526 5-40
Edmonton Senior 144,246 5-40
Jonesville Manor 365,842 5-27.5
Norton Green 385,985 5-27.5
Owingsville Senior 133,029 5-40
Timpson Seniors 134,390 5-40
Piedmont 144,873 5-27.5
S.F. Arkansas City 94,332 5-27.5
-----------
Total Series 4 $ 6,264,280
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 5
Apartment Properties
Accumulated Depreciable
Partnership Depreciation Life
Seymour $ 314,878 5-27.5
Effingham 205,183 5-27.5
S.F. Winfield 92,646 5-27.5
S.F.Medicine Lodge 121,356 5-27.5
S.F. Ottawa 164,555 5-27.5
S.F. Concordia 156,412 5-27.5
Highland View 117,497 5-40
Carrollton Club 497,333 5-27.5
Scarlett Oaks 301,633 5-27.5
Brooks Hill 257,817 5-27.5
Greensboro 127,851 5-30
Greensboro II 161,170 5-30
Pine Terrace 140,348 5-30
Shellman 158,512 5-30
Blackshear 246,511 5-30
Crisp Properties 183,335 5-30
Crawford 147,211 5-30
Yorkshire 283,348 5-50
Woodcrest 212,727 5-40
Fox Ridge 121,240 5-50
Redmont II 117,696 5-50
Clayton 175,720 5-27.5
Alma 221,946 5-25
Pemberton Village 167,851 5-27.5
Magic Circle 166,203 5-27.5
Spring Hill 308,272 5-25
Menard Retirement 92,171 5-30
Wallis Housing 106,635 5-30
Zapata Housing 188,217 5-27.5
Mill Creek 389,213 5-25
Portland II 132,083 5-27.5
Georgetown 134,790 5-50
Cloverdale 218,670 5-27.5
S. Timber Ridge 269,156 5-25
Pineville 89,170 5-27.5
Ravenwood 50,049 5-27.5
-----------
Total Series 5 $ 6,839,405
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 6
Apartment Properties
Accumulated Depreciable
Partnership Depreciation Life
Spruce $ 192,742 5-30
Shannon Apartments 79,261 5-40
Carthage 199,100 5-27.5
Mt. Crest 248,395 5-27.5
Coal City 144,032 5-27.5
Blacksburg Terrace 280,350 5-27.5
Frazier 332,820 5-27.5
Ehrhardt 119,151 5-27.5
Sinton 107,719 5-50
Frankston 68,718 5-30
Flagler Beach 201,177 5-40
Oak Ridge 183,285 5-27.5
Monett 207,134 5-27.5
Arma 214,042 5-27.5
Southwest City 95,859 5-27.5
Meadowcrest 163,850 5-40
Parsons 294,982 5-27.5
Newport Village 281,817 5-27.5
Goodwater Falls 180,328 5-27.5
Northfield Station 133,893 5-27.5
Pleasant Hill Square 124,880 5-27.5
Winter Park 173,602 5-40
Cornell 123,935 5-40
Heritage Drive S. 225,251 5-25
Brodhead 112,825 5-40
Mt. Village 110,055 5-50
Hazelhurst 137,275 5-40
Sunrise 205,097 5-27.5
Stony Creek 188,142 5-27.5
Logan Place 213,366 5-27.5
Haines 493,549 5-27.5
Maple Wood 164,784 5-27.5
Summerhill 151,821 5-27.5
Dorchester 87,676 5-27.5
Lancaster 164,782 5-40
Autumn Village 70,742 5-40
Hardy 99,125 5-40
Dawson 92,837 5-40
-----------
Total Series 6 $ 6,668,399
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Series 2
Reconciliation of Land, Building & Improvements current year
changes:
Balance at beginning of period -
December 31, 1995 $ 28,152,495
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 46,637
Other 0
----------
46,637
Deductions during period:
Cost of real estate sold 0
Other 0
----------
0
--------------
Balance at end of period -
December 31, 1996 $ 28,199,132
==============
Reconciliation of Accumulated Depreciation current year changes
Balance at beginning of period -
December 31, 1995 $ 4,712,310
Current year expense 936,791
Less Accumulated Depreciation
of real estate sold 0
--------------
Balance at end of period - December 31, 1996 $ 5,649,101
==============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Series 3
Reconciliation of Land, Building & Improvements current year
changes:
Balance at beginning of period -
December 31, 1995 $ 27,364,904
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 51,059
Other 0
----------
51,059
Deductions during period:
Cost of real estate sold 0
Other 0
----------
0
--------------
Balance at end of period -
December 31, 1996 $ 27,415,963
==============
Reconciliation of Accumulated Depreciation current year changes
Balance at beginning of period -
December 31, 1995 $ 6,707,453
Current year expense 917,116
Less Accumulated Depreciation
of real estate sold 0
--------------
Balance at end of period - December 31, 1996 $ 7,624,569
==============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Series 4
Reconciliation of Land, Building & Improvements current year
changes:
Balance at beginning of period -
December 31, 1995 $ 32,504,267
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 65,315
Other 0
----------
65,315
Deductions during period:
Cost of real estate sold 4,825
Other 0
----------
4,825
-------------
Balance at end of period -
December 31, 1996 $ 32,564,757
==============
Reconciliation of Accumulated Depreciation current year changes
Balance at beginning of period -
December 31, 1995 $ 5,226,315
Current year expense 1,042,790
Less Accumulated Depreciation
of real estate sold (4,825)
--------------
Balance at end of period - December 31, 1996 $ 6,264,280
==============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Series 5
Reconciliation of Land, Building & Improvements current year
changes:
Balance at beginning of period -
December 31, 1995 $ 39,777,554
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 45,969
Other 0
----------
45,969
Deductions during period:
Cost of real estate sold 11,000
Other 0
----------
11,000
--------------
Balance at end of period -
December 31, 1996 $ 39,812,523
==============
Reconciliation of Accumulated Depreciation current year changes
Balance at beginning of period -
December 31, 1995 $ 5,473,574
Current year expense 1,377,543
Less Accumulated Depreciation
of real estate sold (11,000)
Prior year adjustment (712)
--------------
Balance at end of period - December 31, 1996 $ 6,839,405
==============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Series 6
Reconciliation of Land, Building & Improvements current year
changes:
Balance at beginning of period -
December 31, 1995 $ 43,680,267
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 72,709
Other 0
----------
72,709
Deductions during period:
Cost of real estate sold 0
Other 0
----------
0
-------------
Balance at end of period -
December 31, 1996 $ 43,752,976
==============
Reconciliation of Accumulated Depreciation current year changes
Balance at beginning of period -
December 31, 1995 $ 5,205,351
Current year expense 1,463,048
Less Accumulated Depreciation
of real estate sold 0
--------------
Balance at end of period - December 31, 1996 $ 6,668,399
==============
<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 II LTD.
(A Florida Limited Partnership)
By: Raymond James Tax Credit
Funds,Inc.
Raymond James Tax Credit Funds, Inc.
Date: July 11, 1997 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: July 11, 1997 By:/s/ Sandra L. Furey
Sandra L. Furey
Secretary and Treasurer
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused to
be signed on its behalf by the undersigned hereunto duly
authorized.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
By: Raymond James Tax Credit
Funds,Inc.
Managing General Partner
Date: July 11, 1997 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: July 11, 1997 By:/s/ Sandra L. Furey
Sandra L. Furey
Secretary and Treasurer
Date: July 11, 1997 By:/s/ Alan L. Weiner
Alan L. Weiner
Sr. Vice President
and Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED MARCH 31, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,087,001
<SECURITIES> 2,174,660
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,335,155
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,265,210
<CURRENT-LIABILITIES> 282,242
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 10,730,666
<TOTAL-LIABILITY-AND-EQUITY> 12,265,210
<SALES> 0
<TOTAL-REVENUES> 209,111
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 576,744
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,533,114)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,533,114)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,533,114)
<EPS-PRIMARY> (93.96)<F1>
<EPS-DILUTED> (93.96)<F1>
<FN>
<F1>EPI IS NET LOSS PER $1,000 LIMITED PARTNERSHIP UNIT.
</FN>
</TABLE>
