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, 1998
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, 1998
Beneficial Assignee Certificates 2,256
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, 1998, 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, 1998. 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, 1998, 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, 1998 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, 1998 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.
<PAGE>
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 12.9% of the Series'
total assets, Series 3 is 11.3%, Series 4 is 6.9%, Series 5 is 11.7% and
Series 6 is 11.6%. The following table provides certain summary
information regarding the Project Partnerships in which Gateway had an
interest as of December 31, 1997:
SERIES 2
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ----- ------- -------- -----
Claxton Elderly Claxton, GA 24 9/90 $ 799,538 100%
Deerfield II Douglas, GA 24 9/90 854,562 83%
Hartwell Family Hartwell, GA 24 9/90 859,698 96%
Cherrytree Apts. Albion, PA 33 9/90 1,439,636 94%
Springwood Apts. Westfield, NY 32 9/90 1,510,355 100%
Lakeshore Apts. Tuskegee, AL 34 9/90 1,267,543 94%
Lewiston Lewiston, NY 25 10/90 1,233,935 100%
Charleston Charleston, AR 32 9/90 1,076,098 97%
Sallisaw II Sallisaw, OK 47 9/90 1,517,589 96%
Pocola Pocola, OK 36 10/90 1,245,870 89%
Inverness Club Inverness, FL 72 9/90 3,496,824 90%
Pearson Elderly Pearson, GA 25 9/90 781,460 92%
Richland Elderly Richland, GA 33 9/90 1,057,871 91%
Lake Park Lake Park, GA 48 9/90 1,794,542 96%
Woodland Terrace Waynesboro, GA 30 9/90 1,080,083 93%
Mt. Vernon Elderly Mt. Vernon, GA 21 9/90 700,935 95%
Lakeland Elderly Lakeland, GA 29 9/90 955,815 100%
Prairie Apartments Eagle Butte, SD 21 10/90 1,253,358 100%
Sylacauga Heritage Sylacauga, AL 44 12/90 1,750,941 98%
Manchester Housing Manchester, GA 49 1/91 1,779,793 90%
Durango C.W.W. Durango, CO 24 1/91 1,287,618 100%
Columbus Seniors Columbus, KS 16 5/92 509,315 94%
-----------
723 $28,253,379
==== ===========
The aggregate average effective rental per unit is $3,258 per year ($272
per month).
Inverness Club Ltd.'s fixed asset total is 12.3% 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 $4,506 ($375 per month) on December 31, 1997. 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, 1997 the real estate taxes were $69,705.
<PAGE>
Item 2 - Properties (continued):
SERIES 3
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ----- -------- -------- -----
Poteau II Poteau, OK 52 8/90 $ 1,789,148 98%
Sallisaw Sallisaw, OK 52 8/90 1,744,103 98%
Nowata Properties Oolagah, OK 32 8/90 1,148,484 94%
Waldron Properties Waldron, AR 24 9/90 860,273 92%
Roland II Roland, OK 52 10/90 1,804,010 96%
Stilwell Stilwell, OK 48 10/90 1,597,701 96%
Birchwood Apts. Pierre, SD 24 9/90 1,024,326 92%
Hornellsville Arkport, NY 24 9/90 1,097,600 100%
Sunchase II Watertown, SD 41 9/90 1,327,524 95%
CE McKinley II Rising Sun, MD 16 9/90 792,528 94%
Weston Apartments Weston, AL 10 11/90 339,949 90%
Countrywood Apts. Centreville, AL 40 11/90 1,519,764 98%
Wildwood Apts. Pineville, LA 28 11/90 1,084,325 89%
Hancock Hawesville, KY 12 12/90 440,425 100%
Hopkins Madisonville, KY 24 12/90 927,256 100%
Elkhart Apts. Elkhart, TX 54 1/91 1,527,684 83%
Bryan Senior Bryan, OH 40 1/91 1,185,879 97%
Brubaker Square New Carlisle, OH 38 1/91 1,452,506 95%
Southwood Savannah, TN 44 1/91 1,792,293 89%
Villa Allegra Celina, OH 32 1/91 1,133,557 97%
Belmont Senior Cynthiana, KY 24 1/91 935,143 96%
Heritage Villas Helena, GA 25 3/91 823,974 92%
Logansport Seniors Logansport, LA 32 3/91 1,086,394 100%
768 27,434,846
=== ===========
The average effective rental per unit is $2,963 per year ($247 per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 4
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ---- -------- -------- ------
Alsace Soda Springs, ID 24 12/90 $ 800,927 100%
Seneca Apartments Seneca, MO 24 2/91 719,101 92%
Eudora Senior Eudora, KS 36 3/91 1,257,482 97%
Westville Westville, OK 36 3/91 1,101,686 100%
Wellsville Senior Wellsville, KS 24 3/91 810,970 88%
Stilwell II Stilwell, OK 52 3/91 1,657,974 98%
Spring Hill Sr. Spring Hill, KS 24 3/91 1,036,369 96%
Smithfield Smithfield, UT 40 4/91 1,841,135 100%
Tarpon Heights Galliano, LA 48 4/91 1,493,434 100%
Oaks Apartments Oakdale, LA 32 4/91 1,032,509 100%
Wynnwood Common Fairchance, PA 34 4/91 1,665,785 100%
Chestnut Howard, SD 24 5/91 1,052,385 42%
Apts -St. George St. George, SC 24 6/91 940,861 100%
Williston Williston, SC 24 6/91 1,002,600 100%
Brackettville Sr. Brackettville, TX 32 6/91 991,966 100%
Sonora Seniors Sonora, TX 32 6/91 1,013,315 100%
Ozona Seniors Ozona, TX 24 6/91 759,843 100%
Fredericksburg Sr. Fredericksburg, TX 48 6/91 1,402,563 100%
St. Joseph St. Joseph, IL 24 6/91 976,046 96%
Courtyard Huron, SD 21 6/91 845,366 100%
Rural Development Ashland, ME 25 6/91 1,422,482 96%
Jasper Villas Jasper, AR 25 6/91 1,101,517 96%
Edmonton Senior Edmonton, KY 24 6/91 906,714 96%
Jonesville Manor Jonesville, VA 40 6/91 1,717,313 100%
Norton Green Norton, VA 40 6/91 1,694,371 100%
Owingsville Senior Owingsville, KY 22 8/91 848,044 100%
Timpson Seniors Timpson, TX 28 8/91 815,916 100%
Piedmont Barnesville, GA 36 8/91 1,289,047 92%
S.F. Arkansas City Arkansas City, KS 12 8/91 412,028 92%
879 32,609,749
==== ==========
The average effective rental per unit is $3,158 per year ($263 per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 5
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ---- -------- -------- -----
Seymour Seymour, IN 37 8/91 $ 1,517,995 95%
Effingham Effingham, IL 24 8/91 980,617 100%
S.F. Winfield Winfield, KS 12 8/91 400,920 100%
S.F.Medicine Lodge Medicine Lodge,KS 16 8/91 564,559 88%
S.F. Ottawa Ottawa, KS 24 8/91 707,449 100%
S.F. Concordia Concordia, KS 20 8/91 686,962 100%
Highland View Elgin, OR 24 9/91 877,808 100%
Carrollton Club Carrollton, GA 78 9/91 3,217,901 96%
Scarlett Oaks Lexington, SC 40 9/91 1,674,646 100%
Brooks Hill Ellijay, GA 44 9/91 1,748,738 95%
Greensboro Greensboro, GA 24 9/91 866,259 96%
Greensboro II Greensboro, GA 33 9/91 1,093,149 100%
Pine Terrace Wrightsville, GA 25 9/91 885,185 92%
Shellman Shellman, GA 27 9/91 905,064 100%
Blackshear Cordele, GA 46 9/91 1,592,318 98%
Crisp Properties Cordele, GA 31 9/91 1,124,037 97%
Crawford Crawford, GA 25 9/91 907,712 88%
Yorkshire Wagoner, OK 60 9/91 2,540,966 98%
Woodcrest South Boston, VA 40 9/91 1,574,776 93%
Fox Ridge Russellville, AL 24 9/91 889,941 100%
Redmont II Red Bay, AL 24 9/91 840,596 96%
Clayton Clayton, OK 24 9/91 871,530 96%
Alma Alma, AR 24 9/91 957,710 96%
Pemberton Village Hiawatha, KS 24 9/91 766,979 100%
Magic Circle Eureka, KS 24 9/91 776,127 100%
Spring Hill Spring Hill, KS 36 9/91 1,449,378 83%
Menard Retirement Menard, TX 24 9/91 761,873 96%
Wallis Housing Wallis, TX 24 9/91 574,824 96%
Zapata Housing Zapata, TX 40 9/91 1,238,405 93%
Mill Creek Grove, OK 60 11/91 1,741,669 98%
Portland II Portland, IN 20 11/91 721,098 100%
Georgetown Georgetown, OH 24 11/91 895,370 100%
Cloverdale Cloverdale, IN 24 1/92 939,030 96%
So. Timber Ridge Chandler, TX 44 1/92 1,280,424 100%
Pineville Pineville, MO 12 5/92 390,330 83%
Ravenwood Americus, GA 24 1/94 887,896 100%
1106 39,850,241
=== ===========
The average effective rental per unit is $3,093 per year ($258 per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 6
OCCU-
LOCATION OF # OF DATE PROPERTY PANCY
PARTNERSHIP PROPERTY UNIT ACQUIRED COST RATE
- ----------- ----------- ----- -------- -------- ----
Spruce Pierre, SD 24 11/91 $ 1,104,499 96%
Shannon O'Neill, NE 16 11/91 646,813 100%
Carthage Carthage, MO 24 1/92 696,667 96%
Mountain Crest Enterprise, OR 39 3/92 1,231,378 100%
Coal City Coal City, IL 24 3/92 1,198,636 96%
Blacksburg Terrace Blacksburg, SC 32 4/92 1,323,070 100%
Frazer Place Smyrna, DE 30 4/92 1,673,104 97%
Ehrhardt Ehrhardt, SC 16 4/92 685,776 100%
Sinton Sinton, TX 32 4/92 1,039,306 100%
Frankston Frankston, TX 24 4/92 674,981 100%
Flagler Beach Flagler Beach, FL 43 5/92 1,653,116 96%
Oak Ridge Williamsburg, KY 24 5/92 1,037,966 83%
Monett Monett, MO 32 5/92 957,761 100%
Arma Arma, KS 28 5/92 866,953 100%
Southwest City Southwest City, MO 12 5/92 386,336 100%
Meadowcrest Luverne, AL 32 6/92 1,203,738 100%
Parsons Parsons, KS 48 7/92 1,532,968 100%
Newport Village Newport, TN 40 7/92 1,613,724 100%
Goodwater Falls Jenkins, KY 36 7/92 1,393,363 100%
Northfield Station Corbin, KY 24 7/92 1,022,561 63%
Pleasant Hill Somerset, KY 24 7/92 954,810 96%
Winter Park Mitchell, SD 24 7/92 1,244,473 96%
Cornell Watertown, SD 24 7/92 1,073,025 96%
Heritage Drive So. Jacksonville, TX 40 1/92 1,198,589 100%
Brodhead Brodhead, KY 24 7/92 954,068 88%
Mt. Village Mt. Vernon, KY 24 7/92 939,596 100%
Hazlehurst Hazlehurst, MS 32 8/92 1,181,404 100%
Sunrise Yankton, SD 33 8/92 1,362,501 100%
Stony Creek Hooversville, PA 32 8/92 1,650,995 91%
Logan Place Logan, OH 40 9/92 1,518,626 98%
Haines Haines, AK 32 8/92 3,030,343 88%
Maple Wood Barbourville, KY 24 8/92 1,007,744 100%
Summerhill Gassville, AR 28 9/92 841,241 100%
Dorchester St. George, SC 12 9/92 562,272 100%
Lancaster Mountain View, AR 33 9/92 1,381,329 100%
Autumn Village Harrison, AR 16 7/92 615,604 100%
Hardy Hardy, AR 24 7/92 931,560 96%
Dawson Dawson, GA 40 11/93 1,474,973 95%
1086 43,865,869
==== ===========
The average effective rental per unit is $3,333 per year ($278 per month).
<PAGE>
Item 2 - Properties (continued):
A summary of the cost of the properties at December 31, 1997, 1996 and 1995
is as follows:
12/31/97
SERIES 2 SERIES 3 SERIES 4
Land $ 1,012,180 $ 985,546 $ 1,188,112
Land Improvements 118,113 242,943 123,230
Buildings 26,235,180 25,126,561 29,953,004
Furniture and Fixtures 887,906 1,079,796 1,345,403
Construction in Progress 0 0 9,011
----------- ----------- -----------
Properties, at Cost 28,253,379 27,434,846 32,618,760
Less: Accum.Depreciation 6,581,790 8,538,755 7,324,765
----------- ----------- -----------
Properties, Net $21,671,589 $18,896,091 $25,293,995
=========== =========== ===========
SERIES 5 SERIES 6 TOTAL
Land $ 1,461,156 $ 1,779,755 $ 6,426,749
Land Improvements 71,317 478,286 1,033,889
Buildings 36,827,233 39,721,640 157,863,618
Furniture and Fixtures 1,490,535 1,886,188 6,689,828
Construction in Progress 0 0 9,011
----------- ----------- -----------
Properties, at Cost 39,850,241 43,865,869 172,023,095
Less: Accum.Depreciation 8,170,490 8,136,483 38,752,283
----------- ----------- ------------
Properties, Net $31,679,751 $35,729,386 $133,270,812
=========== =========== ============
12/31/96
SERIES 2 SERIES 3 SERIES 4
Land $ 1,012,180 $ 985,546 $ 1,188,112
Land Improvements 110,157 370,083 120,607
Buildings 26,256,812 24,975,936 29,950,050
Furniture and Fixtures 819,983 1,084,398 1,305,988
Construction in Progress 0 0 0
----------- ----------- -----------
Properties, at Cost 28,199,132 27,415,963 32,564,757
Less: Accum.Depreciation 5,649,101 7,624,569 6,264,280
----------- ----------- -----------
Properties, Net $22,550,031 $19,791,394 $26,300,477
=========== =========== ===========
SERIES 5 SERIES 6 TOTAL
Land $ 1,461,156 $ 1,779,755 $ 6,426,749
Land Improvements 71,068 449,010 1,120,925
Buildings 36,811,454 39,702,357 157,696,609
Furniture and Fixtures 1,468,845 1,821,854 6,501,068
Construction in Progress 0 0 0
----------- ----------- ------------
Properties, at Cost 39,812,523 43,752,976 171,745,351
Less: Accum.Depreciation 6,839,405 6,668,399 33,045,754
----------- ----------- ------------
Properties, Net $32,973,118 $37,084,577 $138,699,597
=========== =========== ===========
<PAGE>
12/31/95
SERIES 2 SERIES 3 SERIES 4
Land $ 1,012,180 $ 985,546 $ 1,188,112
Land Improvements 110,157 368,152 119,812
Buildings 26,169,333 24,933,711 29,938,890
Furniture and Fixtures 860,825 1,077,495 1,257,453
Construction in Progress 0 0 0
----------- ----------- -----------
Properties, at Cost 28,152,495 27,364,904 32,504,267
Less: Accum.Depreciation 4,712,310 6,707,453 5,226,315
----------- ----------- -----------
Properties, Net $23,440,185 $20,657,451 $27,277,952
=========== =========== ===========
SERIES 5 SERIES 6 TOTAL
Land $ 1,460,628 $ 1,779,755 $ 6,426,221
Land Improvements 71,068 443,074 1,112,263
Buildings 36,787,328 39,683,190 157,512,452
Furniture and Fixtures 1,458,530 1,774,248 6,428,551
Construction in Progress 0 0 0
----------- ----------- ------------
Properties, at Cost 39,777,554 43,680,267 171,479,487
Less: Accum.Depreciation 5,473,574 5,205,351 27,325,003
----------- ----------- ------------
Properties, Net $34,303,980 $38,474,916 $144,154,484
=========== =========== ============
<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, 1998, 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, 1998
Beneficial Assignee Certificates 2,256
General Partner Interest 2
<PAGE>
Item 6. Selected Financial Data
FOR THE YEARS ENDED MARCH 31,:
SERIES 2 1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total
Revenues $ 41,272 $ 36,217 $ 36,532 $ 34,922 $ 34,150
Net Loss (337,693) (582,633) (591,355) (756,064) (742,342)
Equity in
Losses of
Project
Partnerships (288,412) (527,175) (537,111) (699,847) (683,315)
Total Assets 1,045,569 1,345,931 1,893,838 2,449,615 3,164,145
Investments
In Project
Partnerships 510,805 814,883 1,350,923 1,901,609 2,623,688
Per BAC: (A)
Tax Credits 166.40 166.40 166.30 166.30 166.30
Portfolio
Income 13.10 12.10 11.20 9.70 8.40
Passive Loss (147.90) (141.90) (126.10) (131.30) (144.50)
Net Loss (54.48) (94.00) (95.41) (121.99) (119.77)
FOR THE YEARS ENDED MARCH 31,:
SERIES 3 1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total
Revenues $ 65,111 $ 31,128 $ 31,179 $ 29,718 $ 29,691
Net Loss (221,508) (341,282) (470,880) (640,203) (750,197)
Equity in
Losses of
Project
Partnerships (198,168) (285,853) (421,996) (579,907) (687,550)
Total Assets 846,210 1,043,223 1,362,838 1,805,494 2,409,790
Investments
In Project
Partnerships 378,000 584,189 901,663 1,348,162 1,960,485
Per BAC: (A)
Tax Credits 176.60 176.40 176.65 175.12 176.65
Portfolio
Income 20.10 13.90 14.00 12.00 10.80
Passive Loss (154.10) (146.40) (143.30) (135.00) (139.60)
Net Loss (40.19) (61.93) (85.44) (116.17) (136.12)
<PAGE>
Item 6. Selected Financial Data
FOR THE YEARS ENDED MARCH 31,:
SERIES 4 1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total
Revenues $ 44,309 $ 41,455 $ 42,246 $ 40,437 $ 39,361
Net Loss (485,415) (696,010) (705,639) (758,528) (705,387)
Equity in
Losses of
Project
Partnerships (421,886) (635,178) (644,865) (694,726) (637,858)
Total Assets 1,600,054 2,048,377 2,711,102 3,379,586 4,094,719
Investments
In Project
Partnerships 981,823 1,423,319 2,073,510 2,737,516 3,455,906
Per BAC: (A)
Tax Credits 168.60 168.60 168.60 168.30 168.70
Portfolio
Income 13.70 13.20 12.90 10.30 8.80
Passive Loss (157.20) (149.30) (142.30) (134.60) (136.20)
Net Loss (69.50) (99.65) (101.02) (108.60) (100.99)
FOR THE YEARS ENDED MARCH 31,:
SERIES 5 1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total
Revenues $ 54,417 $ 52,985 $ 54,273 $ 57,635 $ 55,260
Net Loss (813,502) (997,362) (781,436) (817,018) (1,036,710)
Equity in
Losses of
Project
Partnerships (728,729) (911,965) (700,127) (739,296) (953,919)
Total Assets 2,306,065 3,078,890 4,041,606 4,790,100 5,666,886
Investments
In Project
Partnerships 1,500,087 2,268,632 3,211,868 3,950,979 4,711,095
Per BAC: (A)
Tax Credits 164.60 164.70 164.60 162.20 155.60
Portfolio
Income 14.10 13.10 12.50 10.90 8.60
Passive Loss (141.60) (137.80) (124.30) (108.20) (145.10)
Net Loss (93.47) (114.60) (89.79) (93.88) (119.12)
<PAGE>
Item 6. Selected Financial Data
FOR THE YEARS ENDED MARCH 31,:
SERIES 6 1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Total
Revenues $ 49,707 $ 47,326 $ 48,446 $ 48,235 $ 52,737
Net Loss (870,137) (915,827) (821,024) (987,087) (1,190,078)
Equity in
Losses of
Project
Partnerships (761,923) (805,310) (710,986) (875,023) (1,080,864)
Total Assets 3,930,665 4,748,789 5,612,685 6,375,252 7,287,730
Investments
In Project
Partnerships 3,102,793 3,912,526 4,769,625 5,525,062 6,470,949
Per BAC: (A)
Tax Credits 165.50 165.40 165.40 161.70 150.20
Portfolio
Income 12.90 11.30 10.70 7.70 8.50
Passive Loss (124.30) (122.10) (117.30) (119.80) (137.20)
Net Loss (85.25) (89.72) (80.44) (96.71) (116.59)
(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, 1998, March 31, 1997 and March 31, 1996. The General and
Administrative expenses - General Partner and General and Administrative
expenses - Other for the year ended March 31, 1998 are comparable to March
31, 1997 and March 31, 1996.
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, 1998, 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 96% at December 31, 1997.
Equity in Losses of Project Partnerships decreased from $527,175 for the
year ended March 31, 1997 to $288,412 for the year ended March 31, 1998.
This decrease was due to additional suspended losses of $420,416 as these
losses would reduce the investment in certain Project Partnerships below
zero. 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 $959,697, $939,525 and $935,616 for the
years ended December 31, 1995, 1996, and 1997 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, 1998, the Series had $160,851 of short-term investments (Cash
and Cash Equivalents). It also had $373,913 in Zero Coupon Treasuries with
annual maturities providing $47,508 in fiscal year 1999 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
$337,693 for the year ending March 31, 1998. However, after adjusting for
Equity in Losses of Project Partnerships of $288,412 and the changes in
operating assets and liabilities, net cash used in operating activities was
$26,268, of which $33,989 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $48,588, consisting of $16,493 in
cash distributions from the Project Partnerships and $32,065 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, 1998 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 95% as of December 31, 1997.
Equity in Losses of Project Partnerships decreased from $421,996 for the
year ended March 31, 1996 to $285,853 for the year ended March 31, 1997 and
to $198,168 for the year ended March 31, 1998. These decreases were due to
suspended losses of $190,864, $343,378 and 463,688 for the years ended
March 31, 1996, 1997, and 1998 respectively. These losses would reduce the
investment in certain Project Partnerships below zero. (These Project
Partnerships reported depreciation and amortization of $940,084, $925,984
and $923,055 for the years ended December 31, 1995, 1996 and 1997,
respectively.) Overall, management believes these Project Partnerships
are operating as expected and are generating tax credits which meet
projections.
At March 31, 1998, the Series had $135,622 of short-term investments (Cash
and Cash Equivalents). It also had $332,588 in Zero Coupon Treasuries with
annual maturities providing $42,244 in fiscal year 1999 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
$221,508 for the year ended March 31, 1998. However, after adjusting for
Equity in Losses of Project Partnerships of $198,168 and the changes in
operating assets and liabilities, net cash used in operating activities was
$40,389, of which $41,807 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $66,086, consisting of $37,565,
adjusted by $34,966 included in Other Income, in cash distributions
received from the Project Partnerships and $28,521 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, 1998, 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 97% at December 31, 1997.
Equity in Losses of Project Partnerships decreased from $644,865 for the
year ended March 31, 1996 to $635,178 for the year ended March 31, 1997 and
to $421,886 for the year ended March 31, 1998. (These Project Partnerships
reported depreciation and amortization of $1,047,484, $1,043,887 and
$1,060,855 for the years ended December 31, 1995, 1996 and 1997,
respectively.) Overall, management believes these Project Partnerships
are operating as expected and are generating tax credits which meet
projections.
At March 31, 1998, the Series had $196,876 of short-term investments (Cash
and Cash Equivalents). It also had $421,355 in Zero Coupon Treasuries with
annual maturities providing $53,539 in fiscal year 1999 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
$485,415 for the year ended March 31, 1998. However, after adjusting for
Equity in Losses of Project Partnerships of $421,886 and the changes in
operating assets and liabilities, net cash used in operating activities was
$40,429, of which $44,276 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $54,532, consisting of $18,400 in
cash distributions from the Project Partnerships and $36,132 from matured
Zero Coupon Treasuries. There were no unusual events or trends to
describe.
A Project Partnership located in Howard, S.D. experienced significant
cash shortages from operations in 1997 due to low occupancy as a result of
layoffs at a local major employer. The local general partner partially
funded the deficit by lending $16,100 in 1997 and $6,030 to date in 1998.
Occupancy improved to 75% at June 30, 1998. Management does not expect any
materially adverse effect to Gateway from this Project Partnership.
Series 5 - Gateway closed this series on October 11, 1991 after receiving
$8,616,000 from 535 Assignees. As of March 31, 1998, 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 96% as of December 31, 1997.
Equity in Losses of Project Partnerships increased from $700,127 for the
year ended March 31, 1996 to $911,965 for the year ended March 31, 1997 and
decreased to $728,729 for the year ended March 31, 1998. (These Project
Partnerships reported depreciation and amortization of $1,219,766,
$1,380,487 and $1,331,686 for the years ended December 31, 1995, 1996 and
1997, respectively.) Overall, management believes these Project
Partnerships are operating as expected and are generating tax credits which
meet projections.
At March 31, 1998, the Series had $280,813 of short-term investments (Cash
and Cash Equivalents). It also had $525,165 in Zero Coupon Treasuries with
annual maturities providing $66,709 in fiscal year 1999 increasing to
$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
$813,502 for the year ended March 31, 1998. However, after adjusting for
Equity in Losses of Project Partnerships of $728,729 and the changes in
operating assets and liabilities, net cash used in operating activities was
$53,416, of which $59,826 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $75,223 consisting of $30,188 in
cash distributions from the Project Partnerships and $45,035 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, 1998, 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 97% as of December 31, 1997.
Equity in Losses of Project Partnerships increased from $710,986 for the
year ended March 31, 1996 to $805,310 for the year ended March 31, 1997 and
decreased to $761,923 for the year ended March 31, 1998. (These Project
Partnerships reported depreciation and amortization of $1,437,632,
$1,477,003 and $1,474,599 for the years ended December 31, 1995, 1996 and
1997, respectively.) Overall, management believes these Project
Partnerships are operating as expected and are generating tax credits which
meet projections.
At March 31, 1998, the Series had $406,255 of short-term investments (Cash
and Cash Equivalents). It also had $421,617 in Zero Coupon Treasuries with
annual maturities providing $51,000 in fiscal year 1999 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
$870,137 for the year ended March 31, 1998. However, after adjusting for
Equity in Losses of Project Partnerships of $761,923 and the changes in
operating assets and liabilities, net cash used in operating activities was
$56,078, of which $58,983 was the Asset Management Fee actually paid. Cash
provided by investing activities totaled $65,597 of which $29,859 was
received in cash distributions from the Project Partnerships and $35,738
from matured Zero Coupon Treasuries. There were no unusual events or
trends to describe.
A Project Partnership located in Corbin, KY experienced cash shortages
from operations in 1997 due to low occupancy as a result of competition
from other newly constructed multi-family housing properties. The deficit
was funded with existing working capital earned in prior years. The
management company believes occupancy will improve as the town is thriving.
We expect the property to experience cash flow difficulties until occupancy
improves. Management does not expect any materially adverse effect to
Gateway from this Project Partnership.
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, 1998 and 1997 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,
1998. 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 as of March 31, 1998 and 1997 and the equity in
their losses for each of the three years in the period ended March 31,
1998:
Assets Partnership Loss
March 31, Year Ended March 31,
-------- --------------------
1998 1997 1998 1997 1996
---- ---- ---- ---- ----
Series 2 32% 42% 79% 78% 80%
Series 3 25% 35% 72% 81% 76%
Series 4 44% 51% 76% 69% 64%
Series 5 39% 44% 67% 69% 71%
Series 6 39% 42% 66% 65% 52%
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,
1998 and 1997, and the results of their operations and their cash flows for
each of the three years in the period ended March 31, 1998, 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 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
July 2, 1998
<PAGE>
PART I - Financial Information
Item 1. Financial Statements
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1998 AND 1997
SERIES 2 1998 1997
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 160,851 $ 138,561
Investments in Securities 47,501 45,757
---------- ----------
Total Current Assets 208,352 184,318
Investments in Securities 326,412 346,730
Investments in Project Partnerships, Net 510,805 814,883
---------- ----------
Total Assets $1,045,569 $1,345,931
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 46,190 43,644
---------- ----------
Total Current Liabilities 46,190 43,644
---------- ----------
Long-Term Liabilities:
Payable to General Partners 296,195 261,410
---------- ----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at March 31, 1998 and 1997 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, 1998 and 1997, issued and
outstanding 749,952 1,084,268
General Partners (46,768) (43,391)
---------- ----------
Total Partners' Equity 703,184 1,040,877
---------- ----------
Total Liabilities and Partners' Equity $1,045,569 $1,345,931
========== ===========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1998 AND 1997
SERIES 3 1998 1997
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 135,622 $ 109,925
Investments in Securities 42,252 40,699
---------- -----------
Total Current Assets 177,874 150,624
Investments in Securities 290,336 308,410
Investments in Project Partnerships, Net 378,000 584,189
---------- -----------
Total Assets $846,210 $1,043,223
========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 50,773 48,117
---------- -----------
Total Current Liabilities 50,773 48,117
---------- -----------
Long-Term Liabilities:
Payable to General Partners 234,783 212,944
---------- -----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 1998 and 1997 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, 1998 and 1997, issued and
outstanding 602,863 822,156
General Partners (42,209) (39,994)
----------- -----------
Total Partners' Equity 560,654 782,162
----------- -----------
Total Liabilities and Partners' Equity $ 846,210 $1,043,223
=========== ===========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1998 AND 1997
SERIES 4 1998 1997
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 196,876 $ 182,773
Investments in Securities 53,529 51,562
----------- ----------
Total Current Assets 250,405 234,335
Investments in Securities 367,826 390,723
Investments in Project Partnerships, Net 981,823 1,423,319
----------- ----------
Total Assets $1,600,054 $2,048,377
=========== ==========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 56,202 52,967
---------- ----------
Total Current Liabilities 56,202 52,967
---------- ----------
Long-Term Liabilities:
Payable to General Partners 280,718 246,861
---------- ----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 1998 and 1997 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, 1998 and 1997, issued and outstanding 1,311,156 1,791 717
General Partners (48,022) (43,168)
Total Partners' Equity ----------- ----------
1,263,134 1,748,549
----------- ----------
Total Liabilities and Partners' Equity $ 1,600,054 $2,048,377
=========== ==========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1998 AND 1997
SERIES 5 1998 1997
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 280,813 $ 259,006
Investments in Securities 66,717 64,266
----------- ----------
Total Current Assets 347,530 323,272
Investments in Securities 458,448 486,986
Investments in Project Partnerships, Net 1,500,087 2,268,632
------------ ----------
Total Assets $2,306,065 $3,078,890
============ ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 74,748 70,909
----------- ----------
Total Current Liabilities 74,748 70,909
----------- ----------
Long-Term Liabilities:
Payable to General Partners 274,507 237,669
----------- ----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 1998 and 1997 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, 1998 and 1997, issued and outstanding 2,012,865 2,818,232
General Partners (56,055) (47,920)
----------- ----------
Total Partners' Equity 1,956,810 2,770,312
----------- -----------
Total Liabilities and Partners' Equity $2,306,065 $3,078,890
=========== ===========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1998 AND 1997
SERIES 6 1998 1997
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $ 406,255 $ 396,736
Investments in Securities 48,608 45,870
----------- ----------
Total Current Assets 454,863 442,606
Investments in Securities 373,009 393,657
Investments in Project Partnerships, Net 3,102,793 3,912,526
----------- ----------
Total Assets $3,930,665 $4,748,789
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 70,482 66,605
----------- ----------
Total Current Liabilities 70,482 66,605
----------- ----------
Long-Term Liabilities:
Payable to General Partners 341,554 293,418
---------- ----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of which
37,228 at March 31, 1998 and 1997 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, 1998 and 1997, issued and outstanding 3,572,169 4,433,605
General Partners (53,540) (44,839)
----------- ----------
Total Partnes' Equity 3,518,629 4,388,766
------------ ----------
Total Liabilities and Partnes' Equity $3,930,665 $4,748,789
=========== ==========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1998 AND 1997
TOTAL SERIES 2 - 6 1998 1997
---- ----
ASSETS
Current Assets:
Cash and Cash Equivalents $1,180,417 $ 1,087,001
Investments in Securities 258,607 248,154
----------- -----------
Total Current Assets 1,439,024 1,335,155
Investments in Securities 1,816,031 1,926,506
Investments in Project Partnerships, Net 6,473,508 9,003,549
----------- -----------
Total Assets $9,728,563 $12,265,210
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners 298,395 282,242
----------- -----------
Total Current Liabilities 298,395 282,242
----------- -----------
Long-Term Liabilities:
Payable to General Partners 1,427,757 1,252,302
----------- -----------
Partners' Equity:
Assignor Limited Partner
Units of limited partnership interest
consisting of 40,000 authorized BAC's, of
which 37,228 at March 31, 1998 and 1997 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, 1998 and 1997, issued and
outstanding 8,249,005 10,949,978
General Partners (246,594) (219,312)
----------- -----------
Total Partners' Equity 8,002,411 10,730,666
----------- -----------
Total Liabilities and Partners' Equity $9,728,563 $12,265,210
============ ===========
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,
SERIES 2 1998 1997 1996
---- ---- ----
Revenues:
Interest Income $ 37,434 $ 36,217 $ 36,532
Other Income 3,838 0 0
----------- ------------ -----------
Total Revenues 41,272 36,217 36,532
----------- ------------ -----------
Expenses:
Asset Management Fee-General
Partner 68,773 68,889 68,998
General and Administrative:
General Partner 8,267 6,792 6,812
Other 10,502 13,625 10,154
Amortization 3,011 2,369 4,812
----------- ------------ ----------
Total Expenses 90,553 91,675 90,776
----------- ------------ ----------
Loss Before Equity in Losses
of Project Partnerships (49,281) (55,458) (54,244)
Equity in Losses of Project
Partnerships (288,412) (527,175) (537,111)
----------- ------------ ----------
Net Loss $ (337,693) $ (582,633) $ (591,355)
=========== ============ ===========
Allocation of Net Loss:
Assignees (334,316) (576,807) (585,441)
General Partners (3,377) (5,826) (5,914)
----------- ------------ -----------
$ (337,693) $ (582,633) $ (591,355)
=========== ============ ===========
Net Loss Per Beneficial
Assignee Certificate $ (54.48) $ (94.00) $ (95.41)
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,
SERIES 3 1998 1997 1996
---- ---- ----
Revenues:
Interest Income $ 30,145 $ 31,128 $ 31,179
Other Income 34,966 0 0
---------- ---------- ----------
Total Revenues 65,111 31,128 31,179
---------- ---------- ----------
Expenses:
Asset Management Fee-General
Partner 63,645 63,792 63,927
General and Administrative:
General Partner 8,481 7,102 7,104
Other 10,903 17,278 11,001
Amortization 5,422 (1,615) (1,969)
---------- ---------- ----------
Total Expenses 88,451 86,557 80,063
---------- ---------- ----------
Loss Before Equity in Losses
of Project Partnerships (23,340) (55,429) (48,884)
Equity in Losses of Project
Partnerships (198,168) (285,853) (421,996)
----------- ----------- -----------
Net Loss $ (221,508) $ (341,282) $ (470,880)
=========== =========== ===========
Allocation of Net Loss:
Assignees (219,293) (337,869) (466,171)
General Partners (2,215) (3,413) (4,709)
----------- ----------- -----------
$ (221,508) $ (341,282) $ (470,880)
=========== =========== ===========
Net Loss Per Beneficial
Assignee Certificate $ (40.19) $ (61.93) $ (85.44)
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,
SERIES 4 1998 1997 1996
---- ---- ----
Revenues:
Interest Income $ 39,924 $ 41,455 $ 42,246
Other Income 4,385 0 0
--------- --------- ---------
Total Revenues 44,309 41,455 42,246
--------- --------- ---------
Expenses:
Asset Management Fee - General
Partner 78,133 78,270 78,384
General and Administrative:
General Partner 10,693 8,953 8,978
Other 13,417 17,019 12,268
Amortization 5,595 (1,955) 3,390
---------- --------- ----------
Total Expenses 107,838 102,287 103,020
---------- --------- ----------
Loss Before Equity in Losses
of Project Partnerships (63,529) (60,832) (60,774)
Equity in Losses of Project
Partnerships (421,886) (635,178) (644,865)
---------- ---------- ----------
Net Loss $(485,415) $(696,010) $(705,639)
========== ========== ==========
Allocation of Net Loss:
Assignees (480,561) (689,050) (698,583)
General Partners (4,854) (6,960) (7,056)
---------- ---------- ----------
$(485,415) $(696,010) $(705,639)
========== ========== ==========
Net Loss Per Beneficial
Assignee Certificate $ (69.50) $ (99.65) $ (101.02)
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,
SERIES 5 1998 1997 1996
---- ---- ----
Revenues:
Interest Income $ 51,284 $ 52,985 $ 54,273
Other Income 3,133 0 0
---------- ---------- ---------
Total Revenues 54,417 52,985 54,273
---------- ---------- ---------
Expenses:
Asset Management Fee - General
Partner 96,663 96,844 97,010
General and Administrative:
General Partner 13,274 11,114 11,144
Other 16,492 19,418 14,676
Amortization 12,761 11,006 12,752
---------- ---------- ---------
Total Expenses 139,190 138,382 135,582
---------- ---------- ----------
Loss Before Equity in Losses
of Project Partnerships (84,773) (85,397) (81,309)
Equity in Losses of Project
Partnerships (728,729) (911,965) (700,127)
---------- ---------- ----------
Net Loss $(813,502) $(997,362) $(781,436)
========== ========== ==========
Allocation of Net Loss:
Assignees (805,367) (987,388) (773,622)
General Partners (8,135) (9,974) (7,814)
---------- ---------- ----------
$(813,502) $(997,362) $(781,436)
========== ========== ==========
Net Loss Per Beneficial
Assignee Certificate $ (93.47) $ (114.60) $ (89.79)
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,
SERIES 6 1998 1997 1996
---- ---- ----
Revenues:
Interest Income $ 48,382 $ 47,326 $ 48,446
Other Income 1,325 0 0
---------- ---------- ---------
Total Revenues 49,707 47,326 48,446
---------- ---------- ---------
Expenses:
Asset Management Fee - General
Partner 107,120 107,403 107,665
General and Administrative:
General Partner 14,012 11,732 11,765
Other 17,513 16,660 16,398
Amortization 19,276 22,048 22,656
---------- ---------- ----------
Total Expenses 157,921 157,843 158,484
---------- ---------- ----------
Loss Before Equity in Losses
of Project Partnerships (108,214) (110,517) (110,038)
Equity in Losses of Project
Partnerships (761,923) (805,310) (710,986)
---------- ---------- ----------
Net Loss $(870,137) $(915,827) $(821,024)
========== ========== ==========
Allocation of Net Loss:
Assignees (861,436) (906,669) (812,814)
General Partners (8,701) (9,158) (8,210)
---------- ---------- ----------
$(870,137) $(915,827) $(821,024)
========== ========== ==========
Net Loss Per Beneficial
Assignee Certificate $ (85.25) $ (89.72) $ (80.44)
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,
TOTAL SERIES 2 - 6 1998 1997 1996
---- ---- ----
Revenues:
Interest Income $ 207,169 $ 209,111 $ 212,676
Other Income 47,647 0 0
------------ ------------ -----------
Total Revenues 254,816 209,111 212,676
------------ ------------ -----------
Expenses:
Asset Management Fee-General
Partner 414,334 415,198 415,984
General and Administrative:
General Partner 54,727 45,693 45,803
Other 68,827 84,000 64,497
Amortization 46,065 31,853 41,641
------------ ----------- ----------
Total Expenses 583,953 576,744 567,925
------------ ----------- ----------
Loss Before Equity in Losses
of Project Partnerships (329,137) (367,633) (355,249)
Equity in Losses of Project
Partnerships (2,399,118) (3,165,481) (3,015,085)
------------ ------------ ------------
Net Loss $(2,728,255) $(3,533,114) $(3,370,334)
============ ============ ============
Allocation of Net Loss:
Assignees (2,700,973) (3,497,783) (3,336,631)
General Partners (27,282) (35,331) (33,703)
------------ ------------ ------------
$(2,728,255) $(3,533,114) $(3,370,334)
============ ============ ============
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, 1998, 1997 AND 1996:
General
SERIES 2 Assignees Partners Total
--------- -------- -----
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
Net Loss (334,316) (3,377) (337,693)
------------ ---------- -----------
Balance at March 31, 1998 $ 749,952 $ (46,768) $ 703,184
============= ========== ============
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, 1998, 1997 AND 1996:
General
SERIES 3 Assignees Partners Total
--------- -------- -----
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
Net Loss (219,293) (2,215) (221,508)
------------ ----------- -----------
Balance at March 31, 1998 $ 602,863 $ (42,209) $ 560,654
============ =========== ===========
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, 1998, 1997 AND 1996:
General
SERIES 4 Assignees Partners Total
--------- -------- -----
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
Net Loss (480,561) (4,854) (485,415)
------------ ---------- ------------
Balance at March 31, 1998 $ 1,311,156 $ (48,022) $ 1,263,134
============ ========== ============
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, 1998, 1997 AND 1996:
General
SERIES 5 Assignees Partners Total
--------- -------- -----
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
Net Loss (805,367) (8,135) (813,502)
------------ ---------- ------------
Balance at March 31, 1998 $ 2,012,865 $ (56,055) $ 1,956,810
============ ========== ============
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, 1998, 1997 AND 1996:
General
SERIES 6 Assignees Partners Total
--------- -------- -----
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
Net Loss (861,436) (8,701) (870,137)
------------ ---------- ------------
Balance at March 31, 1998 $ 3,572,169 $ (53,540) $ 3,518,629
============ ========== ============
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, 1998, 1997 AND 1996:
General
TOTAL SERIES 2 - 6 Assignees Partners Total
--------- -------- -----
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
Net Loss (2,700,973) (27,282) (2,728,255)
------------- ----------- -------------
Balance at March 31, 1998 $ 8,249,005 $ (246,594) $ 8,002,411
============= =========== =============
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, 1998, 1997 AND 1996:
SERIES 2 1998 1997 1996
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (337,693) $ (582,633) $ (591,355)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 3,011 2,369 4,812
Accreted Interest Income on
Investments in Securities (27,118) (28,749) (29,127)
Equity in Losses of Project
Partnerships 288,412 527,175 537,111
Interest Income from
Redemption of Securities 13,627 10,358 7,238
Distributions Included in
Other Income (3,838) 0 0
Changes in Operating Assets
and Liabilities:
Decrease (Increase) in
Accounts Receivable 0 0 0
Increase in Payable to
General Partners 37,331 34,728 35,578
---------- ---------- ----------
Net Cash Used in Operating
Activities (26,268) (36,752) (35,743)
---------- ---------- ----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 0
Acquisition Fees and Expenses 0 0 0
Distributions Received from
Project Partnerships 16,493 6,497 8,762
Redemption of Investment in
Securities 32,065 33,297 34,610
Increase (Decrease) in Payable
to:
Project Partnerships - Capital
Contributions 0 0 0
---------- ---------- ----------
Net Cash Provided by
Investing Activities 48,558 39,794 43,372
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 22,290 3,042 7,629
Cash and Cash Equivalents at
Beginning of Year 138,561 135,519 127,890
---------- ---------- ----------
Cash and Cash Equivalents at
End of Year $ 160,851 $ 138,561 $ 135,519
========== ========== ==========
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, 1998, 1997 AND 1996:
SERIES 3 1998 1997 1996
- - ------ ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (221,508) $ (341,282) $ (470,880)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 5,422 (1,615) (1,969)
Accreted Interest Income on
Investments in Securities (24,121) (25,571) (25,908)
Equity in Losses of Project
Partnerships 198,168 285,853 421,996
Interest Income from
Redemption of Securities 12,121 9,212 6,437
Distributions Included In
Other Income (34,966) 0 0
Changes in Operating Assets
and Liabilities:
Decrease (Increase) in
Accounts Receivable 0 0 0
Increase in Payable to
General Partners 24,495 22,486 27,408
---------- ---------- ----------
Net Cash Used in Operating
Activities (40,389) (50,917) (42,916)
---------- ---------- ----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 0
Acquisition Fees and Expenses 0 0 0
Distributions Received from
Project Partnerships 37,565 33,237 26,471
Redemption of Investment in
Securities 28,521 29,617 30,785
Increase (Decrease) in Payable
to:
Project Partnerships - Capital
Contributions 0 0 0
---------- ---------- ----------
Net Cash Provided by
Investing Activities 66,086 62,854 57,256
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 25,697 11,937 14,340
Cash and Cash Equivalents at
Beginning of Year 109,925 97,988 83,648
---------- ---------- ----------
Cash and Cash Equivalents at
End of Year $ 135,622 $ 109,925 $ 97,988
========== ========== ==========
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, 1998, 1997 AND 1996:
SERIES 4 1998 1997 1996
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (485,415) $ (696,010) $ (705,639)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 5,595 (1,955) 3,390
Accreted Interest Income on
Investments in Securities (30,559) (32,396) (32,822)
Equity in Losses of Project
Partnerships 421,886 635,178 644,865
Interest Income from
Redemption of Securities 15,357 11,676 8,155
Distributions Included In
Other Income (4,385) 0 0
Changes in Operating Assets
and Liabilities:
Decrease (Increase) in
Accounts Receivable 0 0 0
Increase in Payable to
General Partners 37,092 33,284 37,155
---------- ---------- ----------
Net Cash Used in Operating
Activities (40,429) (50,223) (44,896)
---------- ---------- ----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 0
Acquisition Fees and Expenses 0 0 0
Distributions Received from
Project Partnerships 18,400 16,968 15,751
Redemption of Investment in
Securities 36,132 37,522 39,000
Increase (Decrease) in Payable
to:
Project Partnerships - Capital
Contributions 0 0 0
---------- ---------- ----------
Net Cash Provided by
Investing Activities 54,532 54,490 54,751
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 14,103 4,267 9,855
Cash and Cash Equivalents at
Beginning of Year 182,773 178,506 168,651
---------- ---------- ----------
Cash and Cash Equivalents at
End of Year $ 196,876 $ 182,773 $ 178,506
========== ========== ==========
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, 1998, 1997 AND 1996:
SERIES 5 1998 1997 1996
- -------- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (813,502) $ (997,362) $ (781,436)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 12,761 11,006 12,752
Accreted Interest Income on
Investments in Securities (38,088) (40,378) (40,909)
Equity in Losses of Project
Partnerships 728,729 911,965 700,127
Interest Income from
Redemption of Securities 19,140 14,552 10,166
Distributions Included In
Other Income (3,133) 0 0
Changes in Operating Assets
and Liabilities:
Decrease (Increase) in
Accounts Receivable 0 0 0
Increase in Payable to
General Partners 40,677 34,644 32,942
---------- ---------- ----------
Net Cash Used in Operating
Activities (53,416) (65,573) (66,358)
---------- ---------- ----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 0
Acquisition Fees and Expenses 0 0 0
Distributions Received from
Project Partnerships 30,188 20,264 26,233
Redemption of Investment in
Securities 45,035 46,766 48,609
Increase (Decrease) in Payable
to:
Project Partnerships - Capital
Contributions 0 0 0
---------- ---------- ----------
Net Cash Provided by
Investing Activities 75,223 67,030 74,842
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 21,807 1,457 8,484
Cash and Cash Equivalents at
Beginning of Year 259,006 257,549 249,065
---------- ---------- ----------
Cash and Cash Equivalents at
End of Year $ 280,813 $ 259,006 $ 257,549
========== ========== ==========
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, 1998, 1997 AND 1996:
SERIES 6 1998 1997 1996
- -- ----- ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $ (870,137) $ (915,827) $ (821,024)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 19,276 22,048 22,656
Accreted Interest Income on
Investments in Securities (30,091) (30,456) (30,458)
Equity in Losses of Project
Partnerships 761,923 805,310 710,986
Interest Income from
Redemption of Securities 12,262 8,978 5,963
Distributions Included In
Other Income (1,325) 0 0
Changes in Operating Assets
and Liabilities:
Decrease (Increase) in
Accounts Receivable 0 0 0
Increase in Payable to
General Partners 52,014 51,930 58,457
---------- ---------- ----------
Net Cash Used in Operating
Activities (56,078) (58,017) (53,420)
---------- ---------- ----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 0
Acquisition Fees and Expenses 0 0 0
Distributions Received from
Project Partnerships 29,859 29,740 21,796
Redemption of Investment in
Securities 35,738 36,022 36,037
Increase (Decrease) in Payable
to:
Project Partnerships - Capital
Contributions 0 0 0
---------- ---------- ----------
Net Cash Provided by
Investing Activities 65,597 65,762 57,833
---------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 9,519 7,745 4,413
Cash and Cash Equivalents at
Beginning of Year 396,736 388,991 384,578
---------- ---------- ----------
Cash and Cash Equivalents at
End of Year $ 406,255 $ 396,736 $ 388,991
========== ========== ==========
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, 1998, 1997 AND 1996:
TOTAL SERIES 2 - 6 1998 1997 1996
- ------------------ ---- ---- ----
Cash Flows from Operating
Activities:
Net Loss $(2,728,255) $(3,533,114) $(3,370,334)
Adjustments to Reconcile Net
Loss to Net Cash Provided by
(Used in) Operating Activities:
Amortization 46,065 31,853 41,641
Accreted Interest Income on
Investments in Securities (149,977) (157,550) (159,224)
Equity in Losses of Project
Partnerships 2,399,118 3,165,481 3,015,085
Interest Income from
Redemption of Securities 72,507 54,776 37,959
Distributions Included In
Other Income (47,647) 0 0
Changes in Operating Assets
and Liabilities:
Decrease (Increase) in
Accounts Receivable 0 0 0
Increase in Payable to
General Partners 191,609 177,072 191,540
----------- ---------- ----------
Net Cash Used in Operating
Activities (216,580) (261,482) (243,333)
----------- ---------- ----------
Cash Flows from Investing
Activities:
Investments in Project
Partnerships 0 0 0
Acquisition Fees and Expenses 0 0 0
Distributions Received from
Project Partnerships 132,505 106,706 99,013
Redemption of Investment in
Securities 177,491 183,224 189,041
Increase (Decrease) in Payable
to:
Project Partnerships - Capital
Contributions 0 0 0
----------- ---------- ----------
Net Cash Provided by
Investing Activities 309,996 289,930 288,054
----------- ---------- ----------
Increase (Decrease) in Cash and
Cash Equivalents 93,416 28,448 44,721
Cash and Cash Equivalents at
Beginning of Year 1,087,001 1,058,553 1,013,832
----------- ---------- ----------
Cash and Cash Equivalents at
End of Year $1,180,417 $1,087,001 $1,058,553
=========== =========== ===========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998, 1997 AND 1996
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 partner,
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, 1998, 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, 1998. 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, and
3)Decreased for the amortization of the acquisition fees and expenses.
Amortization is calculated on a straight-line basis over 35 years, as this
is the average estimated useful life of the underlying assets. The
amortization expense is shown 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. Distributions received from Project
Partnerships whose investment has been reduced to zero are included in
Other Income.
Gateway recognizes a decline in the carrying value of its investment in
the Project Partnerships when there is evidence of a non-temporary decline
in the recoverable amount of the investment. There is a possibility that
the estimates relating to reserves for non-temporary declines in carrying
value of the investments in Project Partnerships may be subject to material
near term adjustments.
Gateway, as a limited partner in the Project Partnerships, is subject to
risks inherent in the ownership of property which are beyond its control,
such as fluctuations in occupancy rates and operating expenses, variations
in rental schedules, proper maintenance and continued eligibility of tax
credits. If the cost of operating a property exceeds the rental income
earned thereon, Gateway may deem it in its best interest to voluntarily
provide funds in order to protect its investment.
Cash and Cash Equivalents
It is Gateway's policy to include short-term investments with an original
maturity of three months or less in Cash and Cash Equivalents. Short-term
investments are comprised of money market mutual funds.
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 1997 and 1996 figures have been reclassified, where
appropriate, to conform with the financial statement presentation used in
1998.
<PAGE>
NOTE 3 - INVESTMENT IN SECURITIES:
The March 31, 1998 Balance Sheet includes Investment in Securities
consisting of U.S. Government Security Strips which represents their cost,
plus accreted interest income of $140,314 for Series 2, $124,807 for Series
3, $158,117 for Series 4, $197,073 for Series 5 and $132,287 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 Unrealized
Estimated Market Cost Plus Gains and
Value Accreted Interest (Losses)
----------------- ----------------- ----------------
Series 2 $ 401,485 $ 373,913 $ 27,572
Series 3 356,998 332,588 24,410
Series 4 452,457 421,355 31,102
Series 5 563,754 525,165 38,589
Series 6 448,497 421,617 26,880
As of March 31, 1998, the cost and accreted interest of debt securities by
contractual maturities is as follows:
Series 2 Series 3 Series 4
-------- -------- --------
Due within 1 year $ 47,501 $ 42,252 $ 53,529
After 1 year through 5 years 175,493 156,097 197,758
After 5 years through 10 years 150,919 134,239 170,068
----------- ----------- -----------
Total Amount Carried on
Balance Sheet $ 373,913 $ 332,588 $ 421,355
=========== =========== ===========
Series 5 Series 6 Total
-------- -------- --------
Due within 1 year $ 66,717 $ 48,608 $ 258,607
After 1 year through 5 years 246,482 192,861 968,691
After 5 years through 10 years 211,966 180,148 847,340
----------- ----------- ------------
Total Amount Carried on
Balance Sheet $ 525,165 $ 421,617 $ 2,074,638
=========== =========== ============
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, 1998, 1997 and 1996 the General Partners and
affiliates are entitled to compensation and reimbursement for costs and
expenses incurred by Gateway as follows:
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.
1998 1997 1996
---- ---- ----
Series 2 $ 68,773 $ 68,889 $ 68,998
Series 3 63,645 63,792 63,927
Series 4 78,133 78,270 78,384
Series 5 96,663 96,844 97,010
Series 6 107,120 107,403 107,665
------------ ---------- ----------
Total $ 414,334 $ 415,198 $ 415,984
============ ========== ==========
General and Administrative Expenses - The Managing General Partner is reim
bursed for general and administrative expenses of Gateway on an accountable
basis. This expense is included in the Statements of Operations.
1998 1997 1996
---- ---- ----
Series 2 $ 8,267 $ 6,792 $ 6,812
Series 3 8,481 7,102 7,104
Series 4 10,693 8,953 8,978
Series 5 13,274 11,114 11,144
Series 6 14,012 11,732 11,765
--------- --------- ---------
$ 54,727 $ 45,693 $ 45,803
Total ========= ========= =========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:
SERIES 2
As of March 31, 1998, 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, 1998 MARCH 31, 1997
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 4,524,678 $ 4,524,678
Cumulative equity in losses of Project
Partnerships (1) (4,310,783) (4,022,371)
Cumulative distributions received from
Project Partnerships (64,276) (51,621)
------------ ------------
Investment in Project Partnerships before
Adjustment 149,619 450,686
Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 390,838 390,838
Accumulated amortization of acquisition
fees and expenses (29,652) (26,641)
------------ ------------
Investments in Project Partnerships $ 510,805 $ 814,883
============ ============
(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $566,351 for the year ended March 31, 1998 and cumulative suspended
losses of $145,935 for the year ended March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
SERIES 3
As of March 31, 1998, 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, 1998 MARCH 31, 1997
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 3,888,713 $ 3,888,713
Cumulative equity in losses of Project
Partnerships (1) (3,821,781) (3,623,613)
Cumulative distributions received from
Project Partnerships (146,576) (143,977)
------------ ------------
Investment in Project Partnerships before
Adjustment (79,644) 121,123
Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 491,746 491,746
Accumulated amortization of acquisition
fees and expenses (34,102) (28,680)
------------- ------------
Investments in Project Partnerships $ 378,000 $ 584,189
============ ============
(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $1,033,078 for the year ended March 31, 1998 and cumulative suspended
losses of $569,390 for the year ended March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
SERIES 4
As of March 31, 1998, 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, 1998 MARCH 31, 1997
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 4,952,519 $ 4,952,519
Cumulative equity in losses of Project
Partnerships (1) (4,425,267) (4,003,381)
Cumulative distributions received from
Project Partnerships (90,266) (76,251)
------------ ------------
Investment in Project Partnerships before
Adjustment 436,986 872,887
Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 562,967 562,967
Accumulated amortization of acquisition
fees and expenses (18,130) (12,535)
----------- ------------
Investments in Project Partnerships $ 981,823 $ 1,423,319
============ ============
(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $496,384 for the year ended March 31, 1998 and cumulative suspended
losses of $106,365 for the year ended March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
SERIES 5
As of March 31, 1998, 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, 1998 MARCH 31, 1997
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 6,164,472 $ 6,164,472
Cumulative equity in losses of Project
Partnerships (1) (5,107,357) (4,378,628)
Cumulative distributions received from
Project Partnerships (132,190) (105,135)
------------- ------------
Investment in Project Partnerships before
Adjustment 924,925 1,680,709
Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 650,837 650,837
Accumulated amortization of acquisition
fees and expenses (75,675) (62,914)
----------- ------------
Investments in Project Partnerships $ 1,500,087 $ 2,268,632
============ ============
(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $248,554 for the year ended March 31, 1998 and cumulative suspended
losses of $25,401 for the year ended March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
SERIES 6
As of March 31, 1998, 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, 1998 MARCH 31, 1997
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $ 7,462,215 $ 7,462,215
Cumulative equity in losses of Project
Partnerships (1) (4,894,819) (4,132,896)
Cumulative distributions received from
Project Partnerships (121,706) (93,172)
------------ ------------
Investment in Project Partnerships before
Adjustment 2,445,690 3,236,147
Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 785,179 785,179
Accumulated amortization of acquisition
fees and expenses (128,076) (108,800)
------------ -------------
Investments in Project Partnerships $ 3,102,793 $ 3,912,526
============ ============
(1) In accordance with the Partnership's accounting policy to not carry
Investments in Project Partnerships below zero, cumulative suspended losses
of $218,323 for the year ended March 31, 1998 and cumulative suspended
losses of $89,395 for the year ended March 31, 1997 are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
TOTAL SERIES 2 - 6
The following is a summary of Investments in Project Partnerships:
MARCH 31, 1998 MARCH 31, 1997
-------------- --------------
Capital Contributions to Project Partner-
ships and purchase price paid for limited
partner interests in Project Partnerships $26,992,597 $26,992,597
Cumulative equity in losses of Project
Partnerships (1) (22,560,007) (20,160,889)
Cumulative distributions received from
Project Partnerships (555,014) (470,156)
------------ ------------
Investment in Project Partnerships before
Adjustment 3,877,576 6,361,552
Excess of investment cost over the
underlying assets acquired:
Acquisition fees and expenses 2,881,567 2,881,567
Accumulated amortization of acquisition
fees and expenses (285,635) (239,570)
------------- ------------
Investments in Project Partnerships $ 6,473,508 $ 9,003,549
============= =============
<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:
DECEMBER 31,
1997 1996 1995
SERIES 2 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,664,759 $ 1,604,887 $ 1,422,846
Investment properties, net 21,671,589 22,550,031 23,440,185
Other assets 2,370 770 2,731
----------- ------------ ------------
Total assets $23,338,718 $24,155,688 $24,865,762
=========== ============ ============
Liabilities and Partners' Equity:
Current liabilities 455,868 475,053 467,189
Long-term debt 23,216,826 23,263,436 23,307,700
----------- ------------ ------------
Total liabilities 23,672,694 23,738,489 23,774,889
----------- ------------ ------------
Partners' equity
Limited Partner (387,627) 340,514 997,378
General Partners 53,651 76,685 93,495
----------- ------------ ------------
Total Partners' equity (333,976) 417,199 1,090,873
----------- ------------ ------------
Total liabilities and
partners' equity $23,338,718 $24,155,688 $24,865,762
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 3,928,831 $ 3,877,838 $ 3,769,724
Expenses:
Operating expenses 1,656,842 1,505,411 1,360,644
Interest expense 2,052,361 2,087,442 2,069,305
Depreciation and amortization 935,616 939,525 959,697
----------- ----------- ------------
Total expenses 4,644,819 4,532,378 4,389,646
----------- ----------- ------------
Net loss $ (715,988) $ (654,540) $ (619,922)
=========== =========== ============
Other partners' share of net loss (7,160) (6,544) (57,697)
=========== =========== ============
Partnerships' share of net loss (708,828) (647,996) (562,225)
Suspended losses 420,416 120,821 25,114
----------- ----------- ------------
Equity in Losses of Project
Partnerships $ (288,412) $ (527,175) $ (537,111)
=========== =========== ============
As of December 31, 1997, the largest Project Partnership constituted 12.2%
and 13.3%, and as of December 31, 1996 the largest Project Partnership
constituted 12.2% and 13.6% 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:
DECEMBER 31,
1997 1996 1995
SERIES 3 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,087,969 $ 1,983,148 $ 1,836,034
Investment properties, net 18,896,091 19,791,394 20,657,451
Other assets 216,421 225,290 231,762
------------ ----------- ------------
Total assets $21,200,481 $21,999,832 $22,725,247
============ =========== ============
Liabilities and Partners' Equity:
Current liabilities 473,232 496,156 466,740
Long-term debt 21,786,186 21,846,525 21,901,006
------------ ----------- ------------
Total liabilities 22,259,418 22,342,681 22,367,746
------------ ----------- ------------
Partners' equity
Limited Partner (1,365,169) (680,352) (17,911)
General Partners 306,232 337,503 375,412
------------ ----------- ------------
Total Partners' equit y (1,058,937) (342,849) 357,501
------------ ----------- ------------
Total liabilities and
partners' equity $21,200,481 $21,999,832 $22,725,247
============ =========== ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 3,897,285 $ 3,860,435 $ 3,785,907
Expenses:
Operating expenses 1,630,694 1,543,041 1,443,838
Interest expense 2,012,078 2,029,124 2,023,990
Depreciation and amortization 923,055 925,984 940,084
------------ ----------- ------------
Total expenses 4,565,827 4,498,149 4,407,912
Net loss $ (668,542) $ (637,714) $ (622,005)
=========== ============ ============
Other partners' share of net loss (6,686) (8,583) (9,145)
============ ============ ============
Partnerships' share of net loss (661,856) (629,131) (612,860)
Suspended losses 463,688 343,278 190,864
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (198,168) $ (285,853) $ (421,996)
============ ============ ============
As of December 31, 1997, the largest Project Partnership constituted 7.6%
and 6.5%, and as of December 31, 1996 the largest Project Partnership
constituted 7.5% and 6.5% 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:
DECEMBER 31,
1997 1996 1995
SERIES 4 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,041,655 $ 1,953,151 $ 1,843,416
Investment properties, net 25,293,995 26,300,477 27,277,952
Other assets 9,175 9,547 10,644
------------ ------------ ------------
Total assets $27,344,825 $28,263,175 $29,132,012
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities 581,357 586,126 623,562
Long-term debt 26,566,388 26,621,848 26,667,967
------------ ------------ ------------
Total liabilities 27,147,745 27,207,974 27,291,529
------------ ------------ ------------
Partners' equity
Limited Partner (26,884) 801,544 1,551,613
General Partners 223,964 253,657 288,870
------------ ------------ ------------
Total Partners' equity 197,080 1,055,201 1,840,483
------------ ------------ ------------
Total liabilities and
partners' equity $27,344,825 $28,263,175 $29,132,012
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 4,556,702 $ 4,496,298 $ 4,453,375
Expenses:
Operating expenses 2,010,724 1,846,670 1,806,691
Interest expense 2,305,229 2,330,476 2,320,449
Depreciation and amortization 1,060,855 1,043,887 1,047,484
------------ ------------ ------------
Total expenses 5,376,808 5,221,033 5,174,624
Net loss $ (820,106) $ (724,735) $ (721,249)
============ ============ ============
Other partners' share of net loss (8,201) 5,368 (64,944)
============ ============ ============
Partnerships' share of net loss (811,905) (730,103) (656,305)
Suspended losses 390,019 94,925 11,440
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (421,886) $ (635,178) $ (644,865)
============ ============ ============
As of December 31, 1997, the largest Project Partnership constituted 5.9%
and 5.9%, and as of December 31, 1996 the largest Project Partnership
constituted 5.9% and 5.7% 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:
DECEMBER 31,
1997 1996 1995
SERIES 5 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,652,154 $ 2,490,991 $ 2,177,936
Investment properties, net 31,679,751 32,973,118 34,303,980
Other assets 2,552 1,056 3,876
------------ ------------ ------------
Total assets $34,334,457 $35,465,165 $36,485,792
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities 785,847 814,225 776,819
Long-term debt 32,829,165 32,902,094 32,969,419
------------ ------------ ------------
Total liabilities 33,615,012 33,716,319 33,746,238
------------ ------------ ------------
Partners' equity
Limited Partner 788,433 1,770,278 2,675,680
General Partners (68,988) (21,432) 63,874
------------ ------------ ------------
Total Partners' equity 719,445 1,748,846 2,739,554
------------ ------------ ------------
Total liabilities and
partners' equity $34,334,457 $35,465,165 $36,485,792
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 5,570,816 $ 5,464,443 $ 5,378,749
Expenses:
Operating expenses 2,413,360 2,241,929 1,990,169
Interest expense 2,787,267 2,788,862 2,819,869
Depreciation and amortization 1,331,686 1,380,487 1,219,766
------------ ------------ ------------
Total expenses 6,532,313 6,411,278 6,029,804
Net loss $ (961,497) $ (946,835) $ (651,055)
============ ============ ============
Other partners' share of net loss (9,615) (9,469) 49,072
============ ============ ============
Partnerships' share of net loss (951,882) (937,366) (700,127)
Suspended losses 223,153 25,401 0
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (728,729) $ (911,965) $ (700,127)
============ ============ ============
As of December 31, 1997, the largest Project Partnership constituted 7.9%
and 7.5%, and as of December 31, 1996 the largest Project Partnership
constituted 8.1% 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:
DECEMBER 31,
1997 1996 1995
SERIES 6 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,895,432 $ 2,723,043 $ 2,426,332
Investment properties, net 35,729,386 37,084,577 38,474,916
Other assets 12,783 16,953 28,774
------------ ------------ ------------
Total assets $38,637,601 $39,824,573 $40,930,022
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities 794,495 905,627 976,499
Long-term debt 35,743,123 35,857,657 35,963,608
------------ ------------ ------------
Total liabilities 36,537,618 36,763,284 36,940,107
------------ ------------ ------------
Partners' equity
Limited Partner 2,262,748 3,184,723 4,124,702
General Partners (162,765) (123,434) (134,787)
------------ ------------ ------------
Total Partners' equity 2,099,983 3,061,289 3,989,915
------------ ------------ ------------
Total liabilities and
partners' equity $38,637,601 $39,824,573 $40,930,022
============ ============ ============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 5,816,156 $ 5,752,444 $ 5,656,081
Expenses:
Operating expenses 2,338,842 2,230,157 2,049,620
Interest expense 2,902,564 2,938,880 2,927,990
Depreciation and amortization 1,474,599 1,477,003 1,437,632
------------ ------------ ------------
Total expenses 6,716,005 6,646,040 6,415,242
Net loss $ (899,849) $ (893,596) $ (759,161)
============ ============ ============
Other partners' share of net loss (8,998) (10,408) (36,658)
============ ============ ============
Partnerships' share of net loss (890,851) (883,188) (722,503)
Suspended losses 128,928 77,878 11,517
------------ ------------ ------------
Equity in Losses of Project
Partnerships $ (761,923) $ (805,310) $ (710,986)
============ ============ ============
As of December 31, 1997, the largest Project Partnership constituted 7.0%
and 6.5%, 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:
DECEMBER 31,
1997 1996 1995
TOTAL SERIES 2 - 6 ---- ---- ----
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 11,341,969 $ 10,755,220 $ 9,706,564
Investment properties, net 133,270,812 138,699,597 144,154,484
Other assets 243,301 253,616 277,787
------------- ------------- -------------
Total assets $144,856,082 $149,708,433 $154,138,835
============= ============= -------------
Liabilities and Partners'
Equity: 3,090,799 3,277,187 3,310,809
Current liabilities 140,141,688 140,491,560 140,809,700
Long-term debt ------------- ------------- -------------
143,232,487 143,768,747 144,120,509
Total liabilities ------------- ------------- -------------
Partners' equity
Limited Partner 1,271,501 5,416,707 9,331,462
General Partners 352,094 522,979 686,864
------------- ------------- -------------
Total Partners' equity 1,623,595 5,939,686 10,018,326
------------- ------------- -------------
Total liabilities and
partners' equity $144,856,082 $149,708,433 $154,138,835
============= ============= =============
SUMMARIZED STATEMENTS OF
OPERATIONS
Rental and other income $ 23,769,790 $ 23,451,458 $ 23,043,836
Expenses:
Operating expenses 10,050,462 9,367,208 8,650,962
Interest expense 12,059,499 12,174,784 12,161,603
Depreciation and
amortization 5,725,811 5,766,886 5,604,663
------------ ------------- -------------
Total expenses 27,835,772 27,308,878 26,417,228
------------ ------------- -------------
Net loss $ (4,065,982) $ (3,857,420) $ (3,373,392)
============ ============= =============
Other partners' share of net
loss (40,660) (29,636) (119,372)
Partnerships' share of net ============ ============= =============
loss (4,025,322) (3,827,784) (3,254,020)
Suspended losses 1,626,204 662,303 238,935
------------ ------------- -------------
Equity in Losses of Project
Partnerships $ (2,399,118) $ (3,165,481) $ (3,015,085)
============ ============= =============
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS(continued):
The Partnership's equity by Series as reflected by the Project
Partnerships differs from the Partnership's Investments in Project
Partnerships before acquisition fees and expenses and amortization by
Series primarily because of suspended losses on the Partnerships books.
By Series these differences are as follows:
Equity Per Project
Partnership Equity Per Partnership
------------------------ ----------------------
Series 2 $ (387,627) $ 149,619
Series 3 (1,365,169) (79,644)
Series 4 (26,884) 436,986
Series 5 788,433 924,925
Series 6 2,262,748 2,445,690
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:
1998 1997 1996
SERIES 2 ---- ---- ----
Net Loss per Financial
Statements $ (337,693) $ (582,633) $ (591,355)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (532,154) (260,440) (161,662)
Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (1,093) (1,569) (1,153)
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 34,574 35,831 35,373
Amortization Expense 536 4,458 6,347
------------ ------------ ------------
Partnership loss for tax
purposes as of December 31 $ (835,830) $ (804,353) $ (712,450)
============ ============ ============
December 31, December 31, December 31,
1997 1996 1995
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 1,031,430 $ 1,031,197 $ 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:
1998 1997 1996
SERIES 3 ---- ---- ----
Net Loss per Financial
Statements $ (221,508) $ (341,282) $ (470,880)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (509,467) (401,234) (259,712)
Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (25,303) 5,884 (9,853)
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 21,359 23,595 27,250
Amortization Expense (3,784) (6,985) 7,998
------------ ------------ ------------
Partnership loss for tax
purposes as of December 31 $ (738,703) $ (720,022) $ (705,197)
============ ============ ============
December 31, December 31, December 31,
1997 1996 1995
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 969,244 $ 972,146 $ 969,257
=========== ============ ===========
<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:
1998 1997 1996
SERIES 4 ---- ---- ----
Net Loss per Financial
Statements $ (485,415) $ (696,010) $ (705,639)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (549,870) (289,799) (238,452)
Adjustments to convert March
31, fiscal year end to
December 31, taxable year end 6,099 (1,830) (1,631)
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 33,247 34,607 37,087
Amortization Expense (5,963) 2,340 5,283
------------ ------------ ------------
Partnership loss for tax
purposes as of December 31 $(1,001,902) $ (950,692) $ (903,352)
============ ============ ============
December 31, December 31, December 31,
1997 1996 1995
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 1,177,677 $ 1,177,678 $ 1,177,678
=========== ============ ===========
<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:
1998 1997 1996
SERIES 5 ---- ---- ----
Net Loss per Financial
Statements $ (813,502) $ (997,362) $ (781,436)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (341,766) (137,165) (238,351)
Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (355) (330) 369
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 36,068 36,383 34,228
Amortization Expense 9,911 12,854 11,505
------------ ------------ ------------
Partnership loss for tax
purposes as of December 31 $(1,109,644) $(1,085,620) $ (973,685)
============ ============ ============
December 31, December 31, December 31,
1997 1996 1995
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 1,432,378 $ 1,433,003 $ 1,432,379
=========== ============ ===========
<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:
1998 1997 1996
SERIES 6 ---- ---- ----
Net Loss per Financial
Statements $ (870,137) $ (915,827) $ (821,024)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (331,643) (292,116) (349,531)
Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (4,171) 319 (1,658)
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 47,356 53,770 60,312
Amortization Expense 21,592 22,377 23,661
------------ ------------ ------------
Partnership loss for tax
purposes as of December 31 $(1,137,003) $(1,131,477) $(1,088,240)
============ ============ ============
December 31, December 31, December 31,
1997 1996 1995
------------ ------------ -----------
Federal Low Income Housing
Tax Credits $ 1,689,263 $ 1,688,064 $ 1,687,904
=========== ============ ===========
<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:
1998 1997 1996
TOTAL SERIES 2 - 6 ---- ---- ----
Net Loss per Financial
Statements $(2,728,255) $(3,533,114) $(3,370,334)
Equity in Losses of Project
Partnerships for tax purposes
less than (in excess of)
losses for financial
statement purposes (2,264,900) (1,380,754) (1,247,708)
Adjustments to convert March
31, fiscal year end to
December 31, taxable year end (24,823) 2,474 (13,926)
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 172,604 184,186 194,250
Amortization Expense 22,292 35,044 54,794
------------ ------------ ------------
Partnership loss for tax
purposes as of December 31 $(4,823,082) $(4,692,164) $(4,382,924)
============ ============ ============
The difference in the total value of the Partnership's Investment in
Project Partnerships is approximately $1,406,000 higher for Series 2,
$1,249,000 higher for Series 3, $1,855,000 higher for Series 4, $1,065,000
higher for Series 5 and $1,302,000 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, 1997 and 1996, 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, 1997 and 1996, 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 20, 1998 on our consideration of Springwood
Apartments Limited Partnership internal control structure and compliance
with laws and regulations.
/s/ Vincent & Voss
Certified Public Accountants
<PAGE>
January 20, 1998
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, 1997 and 1996, 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, 1997 and 1996, 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, 1998 on our consideration of Cherrytree
Apartments Limited Partnership internal control structure and compliance
with laws and regulations.
/s/ Vincent & Voss
Certified Public Accountants
January 28, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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, 1998 on our consideration of Wynnwood Commons
Associates internal control structure and compliance with laws and
regulations.
/s/ Vincent & Voss
January 28, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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, 1998 on our consideration of Stony Creek Commons
Limited Partnership's internal control structure and compliance with laws
and regulations.
/s/ Vincent & Voss
January 27, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 21, 1998 on our consideration of the Richland Elderly
Housing, Ltd.'s internal control structure and a report dated January 21,
1998 on its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 21, 1998 on our consideration of the Pearson Elderly
Housing, Ltd.'s internal control structure and a report dated January 21,
1998 on its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 21, 1998 on our consideration of the Lake Park
Apartments, Ltd.'s internal control structure and a report dated January
21, 1998 on its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 21, 1998 on our consideration of the Lakeland Elderly
Housing, Ltd.'s internal control structure and a report dated January 21,
1998 on its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 21, 1998 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 21, 1998
<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,
1997 and 1996, 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, 1997 and 1996, 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 21, 1998on our consideration of Manchester Housing,
Ltd.'s internal control structure and a report dated January 21 1998 n its
compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21 1998
<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, 1997and
1996 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, 1997and 1996 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 2 1998on 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 2 1998
<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,
1997and 1996 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, 1997and 1996 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 21 1998on our consideration of the Crisp Properties,
L.P.'s internal control structure and a report dated January 21 1998
on its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21 1998
<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, 1997and 1996 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, 1997and 1996 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 21 1998on our consideration of the Blackshear
Apartments, L.P.'s internal control structure and a report dated January
21 1998 on it's compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21 1998
<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, 1997and 1996 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, 1997and 1996 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 21 1998 on our consideration of Crawford Rental
Housing, L.P.'s internal control structure and a report dated January 21,
1998 on its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21, 1998
<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,
1997 and 1996, 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, 1997 and 1996, 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 21, 1998 on our consideration of the Shellman Housing
L.P.'s internal control structure and a report dated January 21, 1998 on
its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 21, 1998 on our consideration of the Greensboro
Properties, L.P., Phase II's internal control structure and a report dated
January 21, 1998 on its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21, 1998
<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, 1997
and 1996, 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, 1997 and 1996, 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 21, 1998 on our consideration of Dawson Elderly,
L.P.'s internal control structure and a report dated January 21, 1998, on
it's compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 21, 1998
<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, 1997 and 1996, 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 27, 1998 on our consideration of PIEDMONT DEVELOPMENT
COMPANY OF LAMAR COUNTY, LTD., L.P.'s internal control structure and a
report dated February 27, 1998 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, 1997 and 1996, 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 27, 1998
<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, 1997 and 1996, 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, 1997
and 1996, 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, 1997
and 1996, 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, 1998 on my consideration of Sylacauga Heritage
Apartments, Ltd., internal control structure and a report dated February
28, 1998 on its compliance with laws and regulations.
/s/ Donald W. Causey, CPA, P.C.
February 24, 1998
<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, 1997 and
December 31, 1996, 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, 1997 and
December 31, 1996, 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, 1998 on our consideration of Logansport Seniors
Apartments' internal control structure and a report dated January 22, 1998
on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
Certified Public Accountants
January 22, 1998
<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, 1997 and
December 31, 1996, 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, 1997 and
December 31, 1996, 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, 1998 on our consideration of Tarpon Height
Apartments' internal control structure and a report dated February 4, 1998
on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
February 4, 1998
<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, 1997 and December 31,
1996, 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, 1997 and December 31,
1996, 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 10, 1998 on our consideration of The Oaks Apartments,
A Louisiana Partnership in Commendam's internal control structure and a
report dated February 10, 1998 on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
February 10, 1998
<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, 1997 and December 31, 1996, 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, 1997 and December 31, 1996, 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, 1998 on our consideration of Sonora Seniors
Apartments, Ltd.'s internal control structure and a report dated February
4, 1998 on it's compliance with laws and regulations.
/s/ Cole, Evans & Peterson
February 4, 1998
<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, 1997 and December 31, 1996, 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, 1997 and December 31, 1996, 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 9, 1998 on our consideration of Fredericksburg
Seniors Apartment's internal control structure and a report dated February
9, 1998 on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
February 9, 1998
<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, 1997 and December 31, 1996, 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, 1997 and December 31, 1996, 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, 1998 on our consideration of Brackettville Seniors
Apartments, LTD.'s internal control structure and a report dated February
4, 1998 on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
February 4, 1998
<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, 1997 and December 31, 1996, 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, 1997 and December 31, 1996, 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, 1998 on our consideration of Timpson Seniors
Apartments' internal control structure and a report dated February 3, 1998
on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
February 3, 1998
<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, 1997 and
1996, 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, 1997 and
1996, 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 19, 1998, 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 19, 1998
<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,
1997 and 1996, 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,
1997 and 1996, 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 19, 1998, 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 19, 1998
<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, 1997
and 1996, 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, 1997
and 1996, 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 19, 1998, 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 19, 1998
<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
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, 1997
and 1996, 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, 1997
and 1996, 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 19, 1998, 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 19, 1998
<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,
1997 and 1996, 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,
1997 and 1996, 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 19, 1998, 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 19, 1998
<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, 1997
and 1996, 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, 1997
and 1996, 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 19, 1998, 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 19, 1998
<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,
1997 and 1996, 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,
1997 and 1996, 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 19, 1998, 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 19, 1998
<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, 1997 and
1996, 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, 1997 and
1996, 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 19, 1998, 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 19, 1998
<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, 1997
and 1996, 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, 1997
and 1996, 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 19, 1998, 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 19, 1998
<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,
1997 and 1996, 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,
1997 and 1996, 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 19, 1998, 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 19, 1998
<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,
1997 and 1996, 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,
1997 and 1996, 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 19, 1998, 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 19, 1998
<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, 1997 and
1996, 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, 1997 and
1996, 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 19, 1998, 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 19, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 19, 1998 on our consideration of Inverness Club, Ltd.,
L.P.'s internal control structure and a report dated January 19, 1998 on
its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 19, 1998
<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, 1997 and 1996,
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, 1997 and 1996,
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 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 20, 1998 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, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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, 1998 on our consideration of Lewiston Limited
Partnership's internal control structure and a report dated January 22,
1998 on its compliance with laws and regulations.
/s/ Grana & Teibel, CPAs, P.C.
Certified Public Accountants
January 22, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 13, 1998 on our consideration of Lancaster House, An
Arkansas Limited Partnership, D/B/A Pebble Creek Apartments' internal
control structure and a report dated February 13, 1998 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 13 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 9, 1998 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
February 9, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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, 1998 on our consideration of Woodcrest Associates
of South Boston, VA, LTD's internal control structure and a report dated
February 6, 1998 on its compliance with laws and regulations.
/s/ Oscar N. Harris Associates, P.A.
Certified Public Accountants
February 6, 1998
<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, 1997 and
1996, 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 .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 Norton Green Limited
Partnership, D/B/A Norton Green Apartments as of December 31, 1997 and
1996, 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
paged 15 to 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 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 18, 1998 on my consideration of Norton Green Limited
Partnership's internal control structure and a report dated February 18,
1998 on its compliance with laws and regulations applicable to the
financial statements.
/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia
February 18, 1998
<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, 1997 and
1996, 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 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 Jonesville Manor
Limited Partnership, D/B/A Jonesville Manor Apartments as of December 31,
1997 and 1996, 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
pages 15 to 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 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 18, 1998 on my consideration of Jonesville Manor
Limited Partnership's internal control structure and a report dated
February 18, 1998 on its compliance with laws and regulations applicable to
the financial statements.
/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia
February 18, 1998
<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, 1997 and 1996, 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, 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 Blacksburg Terrace
Limited Partnership, D/B/A Blacksburg Terrace Apartments, of December 31,
1997 and 1996, 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
pages 15 to 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 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 18, 1998 on my consideration of Blacksburg Terrace
Limited Partnership's internal control structure and a report dated
February 18, 1998 on its compliance with laws and regulations applicable to
the financial statements
/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants
Bristol, Virginia
February 18, 1998
<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, 1997 and 1996, 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, 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 Newport Village Limited
Partnership of December 31, 1997 and 1996, 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
pages 15 to 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 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 18, 1998 on my consideration of Newport Village
Limited Partnership's internal control structure and a report dated
February 18, 1998 on its compliance with laws and regulations applicable to
the financial statements
/s/ Thomas C. Cunningham, CPA PC
Certified Public Accountants
Bristol, Virginia
February 18, 1998
<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)
Burnet, TX
We have audited the accompanying balance sheets of Zapata Housing, Ltd. (A
Texas Limited Partnership), as of December 31, 1997 and 1996, 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, 1997 and 1996, 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 14, 1998 on our consideration of the internal control
structure of Zapata Housing, Ltd.- (A Texas Limited Partnership) and a
report dated January 14, 1998 on its compliance with laws and regulations.
/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
January 14, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 14, 1998 on our consideration of the internal control
structure of Sinton Retirement, Ltd.- (A Texas Limited Partnership) and a
report dated January 14, 1998 on its compliance with laws and regulations.
/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
January 14, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 3, 1998 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 13 through 15 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 3, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 9, 1998 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 9, 1998
<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, 1997 and 1996, and the
related statements of profit and loss, partners' capital 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 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, 1997 and 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, 1998 on our consideration of Pinecrest Apartments
II's internal control structure and a report dated January 15, 1998 on its
compliance with laws and regulations applicable to the financial
statements.
Berberich, Trahan and Co., P.A.
Certified Public Accountants
Topeka, Kansas
January 15, 1998
Audit Principal: Virginia A. Powell
IA Federal ID Number: 48-1066439
<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, 1997 and 1996, 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. Comptroller General. 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, 1997 and 1996, 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 19, 1998, 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 19, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 6, 1998 on our consideration of Sunchase II, Ltd.s
internal control structure and a report dated February 6, 1998 on its
compliance with laws and regulations.
/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
February 6, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 5, 1998 on our consideration of Courtyard, Ltd.'s
internal control structure and a report dated February 5, 1998 on its
compliance with laws and regulations.
/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
February 5, 1998
<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.
Yankton, South Dakota
We have audited the accompanying balance sheets of Sunrise Ltd. (A Limited
Partnership), as of December 31, 1997 and 1996, 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, 1997 and 1996, 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 9, 1998 on our consideration of Sunrise, Ltd.'s
internal control structure and a report dated February 9, 1998 on its
compliance with laws and regulations.
/s/ Charles Bailly & Co.
Sioux Falls, South Dakota
February 9, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 February 3, 1998 on the Partnership's compliance and internal
control over financial reporting.
/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants
February 3, 1998
<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, RD Case No.: 28-015-640803081 as of December 31, 1996
and the related statements of income, project equity, and cash flows for
the year 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. The financial statements
of Hazlehurst Manor, L.P. as of December 31, 1995 were audited by other
auditors whose report dated February 19, 1996 expressed an unqualified
opinion on those statements.
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 Hazlehurst Manor, L.P.,
RD Case No.: 28-015-640803081 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.
My audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental information, including
separate reports on compliance with laws and regulations and on internal
controls, is presented for the purposes of additional analysis and is not a
required part of the financial statements of Hazlehurst Manor, L.P.. Such
information has been subjected to the auditing procedures applied in the
audit of the financial statements and, in my opinion, is fairly presented
in all material respects in relation to the financial statements taken as a
whole.
/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 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, 1997 and 1996, 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, 1997 and 1996,
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 and II for the year ended December 31, 1997 and
1996, 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, 1998 on my consideration of Lakeshore Apartments,
Ltd., internal control structure and a report dated February 24, 1998 on
its compliance with laws and regulations.
/s/ Donald W. Causey, CPA, P.C.
February 24, 1998
<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, 1997 and 1996, 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, 1997 and 1996,
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 and II for the year ended December 31, 1997 and
1996, 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, 1998 on my consideration of Countrywood
Apartments, Ltd., internal control structure and a report dated February
24, 1998 on its compliance with laws and regulations.
/s/ Donald W. Causey, CPA, P.C.
February 24, 1998
<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, 1997 and 1996, 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, 1997 and 1996,
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 and II for the year ended December 31, 1997 and
1996, 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 25, 1998 on my consideration of Wildwood Apartments,
Ltd., internal control structure and a report dated February 25, 1998 on
its compliance with laws and regulations.
/s/ Donald W. Causey, CPA, P.C.
February 25, 1998
<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, 1997 and 1996, 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, 1997 and 1996,
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 and II for the year ended December 31, 1997 and
1996, 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 25, 1998 on my consideration of Meadowcrest
Apartments, Ltd., internal control structure and a report dated February
25, 1998 on its compliance with laws and regulations.
/s/ Donald W. Causey, CPA, P.C.
February 25, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 28, 1998 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 28, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 28, 1998 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 28, 1998
<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, 1997 and 1996,
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, 1997 and 1996,
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 28, 1998 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 28, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 28, 1998 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 28, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 28, 1998 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 28, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 28, 1998 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 28,1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 28, 1998 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 28, 1998
<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, 1997 and
1996, and the related statement of income, partners' equity, and cash flows
for the years 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, 1997 and 1996, and the results of its operations
and its cash flows for the years 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 take 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 March 27, 1998 on my consideration of Yorkshire Retirement
Village's internal control structure and a report dated March 27, 1998 on
its compliance with laws and regulations.
/s/ Suellen Doubet, CPA
Wagoner, OK 74467
March 27, 1998
<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, 1997 and
1996, 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, 1997 and 1996, 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 24, 1998 on our consideration of Rural Development
Group, d/b/a Ashland Estates' internal control over financial reporting and
our tests of its compliance with certain provisions of laws and
regulations.
/s/ Chester Kearney, CPA
Presque Isle, Maine
February 24, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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.
In accordance with Government Auditing Standards, I have also issued a
report dated February 4, 1998, on my consideration of Scarlett Oaks Limited
Partnership's internal control and a report dated February 4, 1998 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 4, 1998
<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, 1997 and 1996,
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, 1997 and 1996,
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 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
reports dated February 6, 1998 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 6, 1998
<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, 1997 and 1996,
and the related statements of operations, changes in partnership 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, 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, 1997 and 1996, and the results of its
operations, changes in partnership capital (deficit) 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 12, 1998 on our consideration of the partnership's
internal control structure and a report dated January 12, 1998 on its
compliance with laws and regulations.
Respectfully submitted,
/s/ K.B. Parrish & Company
Certified Public Accountants
January 12, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 13, 1998 on our consideration of the Partnership's
internal control structure and a report dated January 13, 1998 on its
compliance with laws and regulations.
/s/ Scheiner, Mister & Grandizio, P.A.
Certified Public Accountants
January 13, 1998
<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, 1997 and
1996, 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, 1997 and 1996,
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 16, 1998 on our consideration of Bryan Senior Village
Limited Partnership's internal control structure and a report dated January
16, 1998 on its compliance with specific requirements applicable to Rural
Development Services programs.
/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 16, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 16, 1998 on our consideration of Brubaker Square
Limited Partnership's internal control structure and a report dated January
16, 1998 on its compliance with specific requirements applicable to Rural
Development Services programs.
/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 16, 1998
<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, 1997 and 1996, 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, 1997 and 1996, 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 16, 1998 on our consideration of Villa Allegra Limited
Partnership's internal control structure and a report dated January 16,
1998 on its compliance with specific requirements applicable to Rural
Development Services programs.
/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 16, 1998
<PAGE>
Fentress, Dunbar, & Brown, CPA's, LLC
6660 North High Street, Suite 3F
Worthington, OH 43085
PHONE: 614-825-0011
FAX: 614-825-0014
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, 1997 , and the related income
statement, changes in partners' equity (deficit) 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
financial statements based on our audits. The financial statements of
Logan Place Limited Partnership as of December 31, 1996, were audited by
other auditors whose report dated January 15, 1997, 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, and the U.S. Department of Agriculture,
Farmers Home Administration '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 audit provides 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, 1997, and the results of its
operations, changes in partners' equity (deficit),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 12, 1998 on our consideration of Logan Place Limited
Partnership's internal control structure and a report dated January 12,
1998 on its compliance with specific requirements applicable to Rural
Development Services programs.
Fentress, Dunbar & Brown, CPA's, LLC
Certified Public Accountants
Worthington, Ohio
January 12, 1998
<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, 1997 and
1996, 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, 1997 and 1996, 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 2, 1998 on our consideration of Flagler Beach Villas
R.R.H., Ltd.'s internal control over financial reporting and our tests of
its compliance with laws, regulations, contracts and grants.
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 10 to 16 is presented for the purposes of additional
analysis and is not a required part of the basic financial statements. The
information on pages 10 to 15 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 16, 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.
/s/ Duggan, Joiner, Birkenmeyer, Stafford & Furman, PA
Certified Public Accountants
February 2, 1998
<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 accompanying Balance Sheet of the Elkhart Apartments
Limited as of December 31, 1997 and 1996, and the related Statements of
Income and Expenses, Changes in Partners's Equity (Deficit), and Cash Flows
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, 1997 and 1996, 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, 1998 on our consideration of Elkhart Apartments
Limited's internal control over financial reporting and our test of its
compliance with certain laws, regulations, contracts and grants.
Our audit was performed for the purpose of forming an opinion on the
financial statements of the Elkhart Apartments Limited, taken as a whole.
The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements. Such information has been subjected to the auditing procedures
applied in the audit 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.
/s/ Smith, Lambright & Assoc.
Certified Public Accountants
February 17, 1998
<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 accompanying Balance Sheet of South Timber Ridge
Apartments, Ltd. as of December 31, 1997 and 1996, and the related
Statements of Income and Expenses, Changes in Partner's Equity (Deficit),
and Cash Flows 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, 1997 and 1996, 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 13, 1998 on our consideration of South Timber Ridge
Apartments, Ltd.'s internal control over financial reporting and our test
of its compliance with certain laws, regulations, contracts and grants.
Our audit was performed for the purpose of forming an opinion on the
financial statements of South Timber Ridge Apartments, Ltd., taken as a
whole. The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements. Such information has been subjected to the auditing procedures
applied in the audit 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.
/s/ Smith, Lambright & Assoc.
Certified Public Accountants
February 13, 1998
<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 accompanying Balance Sheet of Heritage Drive South,
Limited as of December 31, 1997 and 1996, and the related Statements of
Income and Expenses, Changes in Partner's Equity (Deficit), and Cash Flows
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, 1997 and 1996, 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, 1998 on our consideration of Heritage Drive South,
Limited's internal control over financial reporting and our tests of its
compliance with laws, regulations, contracts and grants.
Our audit was performed for the purpose of forming an opinion on the
financial statements of Heritage Drive South, Limited, taken as a whole..
The accompanying supplemental letter is presented for purposes of
additional analysis as required by the U.S. Department of Agriculture,
Rural Development Agency, and is not a required part of the financial
statements. Such information has been subjected to the auditing procedures
applied in the audit 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.
/s/ Smith, Lambright & Assoc.
Certified Public Accountants
February 6, 1998
<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, 1997 and
1996, 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, 1997 and 1996, 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 2, 1998 on our consideration of Goodwater Falls,
Ltd.'s internal control over financial reporting and our tests of its
compliance with certain provisions of laws, regulations, contracts and
grants.
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
February 2, 1998
<PAGE>
Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX 78759
PHONE 512-338-0044
FAX 512-338-5395
INDEPENDENT AUDITORS' REPORT
----------------------------
To The Partners
Frankston Retirement, Ltd. - (A Texas Limited Partnership)
Burnet, Texas
We have audited the accompanying balance sheet of Frankston Retirement Ltd.-
(A Texas Limited Partnership) as of December 31, 1997, and the related
statement of income (loss), partners' equity, and cash flows for the year
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 audit.
We conducted our audit 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 our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above presents fairly,
in all material respects, the financial position of Frankston Retirement,
Ltd. - (A Texas Limited Partnership) as of December 31, 1997, 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, we have also issued a
report dated January 26, 1998, on our consideration of the internal control
structure of Frankston Retirement, Ltd. - (A Texas Limited Partnership) and
a report dated January 26, 1998, on its compliance with laws and
regulations.
The financial statements for the year ended December 31, 1996, were
compiled by us, and our report thereon, dated February 12, 1997, stated we
did not audit or review those financial statements and, accordingly,
expressed no opinion or other form of assurance on them.
Lou Ann Montey and Associates, P.C.
Austin, Texas
January 26, 1998
<PAGE>
Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX 78759
PHONE 512-338-0044
FAX 512-338-5395
INDEPENDENT AUDITORS' REPORT
-----------------------------
To The Partners
Wallis Housing, Ltd. - (A Texas Limited Partnership)
Burnet, Texas
We have audited the accompanying balance sheet of Wallis Housing, Ltd. - (A
Texas Limited Partnership) as of December 31, 1997, and the related
statement of income (loss), partners' equity (deficit), and cash flows for
the year 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 audit.
We conducted our audit 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 misstatements. 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 our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above presents fairly,
in all material respects, the financial position of Wallis Housing, Ltd. -
(A Texas Limited Partnership) as of December 31, 1997, 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, we have also issued a
report dated January 27, 1998, on our consideration of the internal control
structure of Wallis Housing, Ltd. - (A Texas Limited Partnership) and a
report dated January 27, 1998, on its compliance with laws and regulations.
The financial statements for the year ended December 31, 1996, were
compiled by us, and our report thereon, dated February 9, 1997, stated we
did not audit or review these financial statements and, accordingly,
expressed no opinion or other form of assurance on them.
Lou Ann Montey and Associates, P.C.
Austin, Texas
January 27, 1998
<PAGE>
Lou Ann Montey and Associates, P.C.
8400 N. Mopac Expressway, Suite 304
Austin, TX 78759
PHONE 512-338-0044
FAX 512-338-5395
INTERNAL AUDITORS' REPORT
-------------------------
To The Partners
Menard Retirement, Ltd. - (A Texas Limited Partnership)
Burnet, Texas
We have audited the accompanying balance sheet of Menard Retirement, Ltd. -
(A Texas Limited Partnership) as of December 31, 1997 and the related
statement of income (loss), partners' equity and cash flows for the year
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 audit.
We conducted our audit 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 our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above presents fairly,
in all material respects, the financial position of Menard Retirement, Ltd.
- - (A Texas Limited Partnership) as of December 31, 1977 and 1996 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 28, 1998, on our consideration of the internal control
structure of Menard Retirement, Ltd. - (A Texas Limited Partnership) and a
report dated January 28, 1998, on its compliance with laws and regulations.
The financial statements for the year ended December 31, 1996, were
compiled by us, and our report thereon, dated February 12, 1997, stated we
did not audit or review those financial statements and, accordingly,
expressed no opinion or other form of assurance on them.
Lou Ann Montey and Associates, P.C.
Austin, Texas
January 28, 1998
<PAGE>
Bob T. Robinson, CPA
2084 Dunbarton Drive
Jackson, Mississippi 39216
PHONE..601-982-3875
INDEPENDENT AUDITOR'S REPORT
----------------------------
To the Partners of
Hazlehurst Manor, L.P.
Hazlehurst, Mississippi
I have audited the accompanying balance sheet of Hazlehurst Manor, L.P. (RD
Case number 28-015-640803081), as of December 31, 1997 and the related
statements of income, project equity, and cash flows for the year 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. The financial statements of
Hazlehurst Manor, L.P. as of December 31, 1996 were audited by other
auditors whose report dated February 19, 1997 expressed an unqualified
opinion on those statements.
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 Hazlehurst Manor, L.P.
as of December 31, 1997 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 financial
statements taken as a whole. The supplemental information, including
separate reports on compliance with laws and regulations and on internal
controls, is presented for the purposes of additional analysis and is not a
required part of the financial statements of Hazlehurst Manor, L.P.. Such
information has been subjected to the auditing procedures applied in the
audit of the financial statements and, in my opinion, is fairly presented
in all material respects in relation to the financial statements taken as a
whole.
Bob T. Robinson, CPA
February 23, 1998
<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 54, 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 37, 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 42, 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 51, 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 35, 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, 1998.
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, 1998, 1997 and 1996 the General Partners and
affiliates are entitled to compensation and reimbursement for costs and
expenses incurred by Gateway as follows:
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.
1998 1997 1996
---- ---- ----
Series 2 $ 68,773 $ 68,889 $ 68,998
Series 3 63,645 63,792 63,927
Series 4 78,133 78,270 78,384
Series 5 96,663 96,844 97,010
Series 6 107,120 107,403 107,665
------------ ---------- ----------
Total $ 414,334 $ 415,198 $ 415,987
============ ========== ==========
General and Administrative Expenses - The Managing General Partner is reim
bursed for general and administrative expenses of Gateway on an accountable
basis. This expense is included in the Statements of Operations.
1998 1997 1996
---- ---- ----
Series 2 $ 8,267 $ 6,792 $ 6,812
Series 3 8,481 7,102 7,104
Series 4 10,693 8,953 8,978
Series 5 13,274 11,114 11,144
Series 6 14,012 11,732 11,765
--------- --------- ---------
$ 54,727 $ 45,693 $ 45,803
Total ========= ========= =========
<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 Partnership
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, 1997
SERIES 2
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------
Claxton Elderly Claxton, GA 24 $ 661,392
Deerfield II Douglas, GA 24 705,468
Hartwell Family Hartwell, GA 24 708,919
Cherrytree Apts. Albion, PA 33 1,205,519
Springwood Apts. Westfield, NY 32 1,259,360
Lakeshore Apts. Tuskegee, AL 34 1,058,922
Lewiston Lewiston, NY 25 1,004,532
Charleston Charleston, AR 32 847,624
Sallisaw II Sallisaw, OK 47 1,203,029
Pocola Pocola, OK 36 992,188
Inverness Club Inverness, FL 72 3,000,293
Pearson Elderly Pearson, GA 25 636,953
Richland Elderly Richland, GA 33 871,822
Lake Park Lake Park, GA 48 1,492,595
Woodland Terrace Waynesboro, GA 30 891,752
Mt. Vernon Elderly Mt. Vernon, GA 21 577,012
Lakeland Elderly Lakeland, GA 29 785,725
Prairie Apartments Eagle Butte, SD 21 980,438
Sylacauga Heritage Sylacauga, AL 44 1,392,269
Manchester Housing Manchester, GA 49 1,464,281
Durango C.W.W. Durango, CO 24 1,037,452
Columbus Sr. Columbus, KS 16 439,281
------------
$ 23,216,826
============
<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, 1997
SERIES 2
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and 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 37,572
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 (4,183)
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 36,644
Sylacauga Heritage 66,080 1,648,081 36,780
Manchester Housing 36,000 1,746,076 (2,283)
Durango C.W.W. 140,250 1,123,454 23,914
Columbus Sr. 64,373 444,257 685
----------- ------------ ------------
$1,115,553 $26,819,761 $318,065
=========== ============ ============
<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, 1997
SERIES 2
Apartment Properties
Gross Amount At Which Carried At December 31, 1997
--------------------
Buildings,
Improvements
Partnership Land and 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 1,488,855 1,510,355
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 1,706,542 1,794,542
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 81,240 1,172,118 1,253,358
Sylacauga Heritage 66,080 1,684,861 1,750,941
Manchester Housing 36,000 1,743,793 1,779,793
Durango C.W.W. 140,250 1,147,368 1,287,618
Columbus Sr. 64,373 444,942 509,315
----------- ------------ ------------
$1,130,293 $27,123,086 $28,253,379
=========== ============ ============
<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, 1997
SERIES 2
Apartment Properties
Partnership Accumulated Depreciation Depreciable Life
- ----------- ------------------------ ----------------
Claxton Elderly $ 212,343 5-27.5
Deerfield II 228,263 5-27.5
Hartwell Family 235,121 5-27.5
Cherrytree Apts. 263,348 5-27.5
Springwood Apts. 307,415 5-40
Lakeshore Apts. 260,769 5-40
Lewiston 217,592 5-40
Charleston 340,240 5-25
Sallisaw II 457,859 5-25
Pocola 344,863 5-27.5
Inverness Club 831,097 5-27.5
Pearson Elderly 189,848 5-30
Richland Elderly 248,023 5-30
Lake Park 450,986 5-30
Woodland Terrace 257,684 5-30
Mt. Vernon Elderly 169,075 5-30
Lakeland Elderly 225,228 5-30
Prairie Apartments 253,086 5-40
Sylacauga Heritage 328,779 5-40
Manchester Housing 410,579 5-30
Durango C.W.W. 214,091 5-40
Columbus Sr. 135,501 5-27.5
-----------
$6,581,790
===========
<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, 1997
SERIES 3
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------
Poteau II Poteau, OK 52 $ 1,312,468
Sallisaw Sallisaw, OK 52 1,318,667
Nowata Properties Oolagah, OK 32 861,245
Waldron Properties Waldron, AR 24 643,731
Roland II Roland, OK 52 1,317,920
Stilwell Stilwell, OK 48 1,200,167
Birchwood Apts. Pierre, SD 24 792,679
Hornellsville Arkport, NY 24 900,374
Sunchase II Watertown, SD 41 1,201,285
CE McKinley II Rising Sun, MD 16 635,273
Weston Apartments Weston, AL 10 276,491
Countrywood Apts. Centreville, AL 40 1,207,990
Wildwood Apts. Pineville, LA 28 853,912
Hancock Hawesville, KY 12 372,230
Hopkins Madisonville, KY 24 757,881
Elkhart Apts. Elkhart, TX 54 1,160,158
Bryan Senior Bryan, OH 40 1,092,108
Brubaker Square New Carlisle, OH 38 1,123,643
Southwood Savannah, TN 44 1,494,219
Villa Allegra Celina, OH 32 907,578
Belmont Senior Cynthiana, KY 24 771,912
Heritage Villas Helena, GA 25 681,766
Logansport Seniors Logansport, LA 32 902,489
------------
$ 21,786,186
============
<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, 1997
SERIES 3
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and 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 21,663
Hornellsville 41,225 1,018,523 37,852
Sunchase II 113,115 1,198,373 16,036
CE McKinley II 11,762 745,635 35,131
Weston Apartments 0 339,144 805
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 1,361,096 130,603
Bryan Senior 74,000 1,102,728 9,151
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
----------- ------------ ------------
$1,104,746 $26,034,529 $295,571
=========== ============ ============
<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, 1997
SERIES 3
Apartment Properties
Gross Amount At Which Carried At December 31, 1997
--------------------
Buildings,
Improvements
Partnership Land and 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. 124,505 899,821 1,024,326
Hornellsville 41,225 1,056,375 1,097,600
Sunchase II 113,115 1,214,409 1,327,524
CE McKinley II 11,749 780,779 792,528
Weston Apartments 0 339,949 339,949
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 1,375,708 1,527,684
Bryan Senior 74,000 1,111,879 1,185,879
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
----------- ------------ ------------
$1,228,489 $26,206,357 $27,434,846
=========== ============ ============
<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, 1997
SERIES 3
Partnership Accumulated Depreciation Depreciable Life
- ----------- ------------------------ ----------------
Poteau II $ 683,761 5-25
Sallisaw 639,241 5-25
Nowata Properties 412,297 5-25
Waldron Properties 310,829 5-25
Roland II 687,578 5-25
Stilwell 609,607 5-25
Birchwood Apts. 247,366 5-40
Hornellsville 370,404 5-27.5
Sunchase II 370,208 5-40
CE McKinley II 270,804 5-27.5
Weston Apartments 126,080 5-27.5
Countrywood Apts. 523,315 5-27.5
Wildwood Apts. 310,465 5-30
Hancock 115,666 5-27.5
Hopkins 243,520 5-27.5
Elkhart Apts. 458,789 5-25
Bryan Senior 441,526 5-27.5
Brubaker Square 479,128 5-27.5
Southwood 272,120 5-50
Villa Allegra 398,430 5-27.5
Belmont Senior 180,538 5-40
Heritage Villas 203,023 5-30
Logansport Seniors 184,060 5-40
-----------
$8,538,755
===========
<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, 1997
SERIES 4
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------
Alsace Village Soda Springs, ID 24 $ 640,732
Seneca Apartments Seneca, MO 24 611,728
Eudora Senior Eudora, KS 36 963,892
Westville Westville, OK 36 864,087
Wellsville Senior Wellsville, KS 24 651,338
Stilwell II Stilwell, OK 52 1,296,128
Spring Hill Senior Spring Hill, KS 24 701,185
Smithfield Smithfield, UT 40 1,547,496
Tarpon Heights Galliano, LA 48 1,250,669
Oaks Apartments Oakdale, LA 32 846,635
Wynnwood Common Fairchance, PA 34 1,378,451
Chestnut Apartments Howard, SD 24 860,156
St. George St. George, SC 24 759,033
Williston Williston, SC 24 802,446
Brackettville Sr. Brackettville, TX 32 826,152
Sonora Seniors Sonora, TX 32 847,967
Ozona Seniors Ozona, TX 24 634,879
Fredericksburg Sr. Fredericksburg,TX 48 1,211,009
St. Joseph St. Joseph, IL 24 832,375
Courtyard Huron, SD 21 714,924
Rural Development Ashland, ME 25 1,212,297
Jasper Villas Jasper, AR 25 864,230
Edmonton Senior Edmonton, KY 24 761,190
Jonesville Manor Jonesville, VA 40 1,358,721
Norton Green Norton, VA 40 1,349,401
Owingsville Senior Owingsville, KY 22 710,251
Timpson Seniors Timpson, TX 28 676,862
Piedmont Barnesville, GA 36 1,050,665
S.F. Arkansas City Arkansas City, KS 12 341,489
------------
$ 26,566,388
============
<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, 1997
SERIES 4
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------
Alsace Village $ 15,000 $ 771,590 $ 14,337
Seneca Apartments 76,212 640,702 2,187
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 60,422
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 17,692
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 10,756
Rural Development 38,200 1,361,892 22,390
Jasper Villas 27,000 1,067,890 6,627
Edmonton Senior 40,000 866,714 0
Jonesville Manor 100,000 1,578,135 39,178
Norton Green 120,000 1,535,373 38,998
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
----------- ------------ ------------
$1,298,972 $31,049,651 $261,126
=========== ============ ============
<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, 1997
SERIES 4
Apartment Properties
Gross Amount At Which Carried At December 31, 1997
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----
Alsace Village $ 15,000 $ 785,927 $ 800,927
Seneca Apartments 76,212 642,889 719,101
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 86,862 1,754,273 1,841,135
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 63,800 988,585 1,052,385
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 25,908 819,458 845,366
Rural Development 38,200 1,384,282 1,422,482
Jasper Villas 27,000 1,074,517 1,101,517
Edmonton Senior 40,000 866,714 906,714
Jonesville Manor 100,000 1,617,313 1,717,313
Norton Green 120,000 1,574,371 1,694,371
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
----------- ------------ ------------
$1,311,342 $31,298,407 $32,609,749
=========== ============ ============
<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, 1997
SERIES 4
Apartment Properties
Partnership Accumulated Depreciation Depreciable Life
- ----------- ------------------------ ----------------
Alsace Village $ 227,893 5-27.5
Seneca Apartments 247,300 5-27.5
Eudora Senior 332,961 5-27.5
Westville 301,127 5-27.5
Wellsville Senior 224,904 5-25
Stilwell II 457,315 5-27.5
Spring Hill Senior 308,586 5-25
Smithfield 298,110 5-40
Tarpon Heights 246,690 5-40
Oaks Apartments 175,580 5-40
Wynnwood Common 309,166 5-40
Chestnut Apartments 219,448 5-40
St. George 283,920 5-27.5
Williston 284,575 5-27.5
Brackettville Sr. 153,995 5-40
Sonora Seniors 165,847 5-40
Ozona Seniors 118,770 5-40
Fredericksburg Sr. 228,854 5-40
St. Joseph 255,420 5-27.5
Courtyard 197,801 5-27.5
Rural Development 407,379 5-27.5
Jasper Villas 202,939 5-40
Edmonton Senior 169,701 5-40
Jonesville Manor 432,860 5-27.5
Norton Green 455,179 5-27.5
Owingsville Senior 157,216 5-40
Timpson Seniors 158,680 5-40
Piedmont 193,358 5-27.5
S.F. Arkansas City 109,191 5-27.5
-----------
$7,324,765
===========
<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, 1997
SERIES 5
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------
Seymour Seymour, IN 37 $ 1,248,496
Effingham Effingham, IL 24 808,457
S.F. Winfield Winfield, KS 12 332,413
S.F.Medicine Lodge Medicine Lodge,KS 16 454,659
S.F. Ottawa Ottawa, KS 24 572,674
S.F. Concordia Concordia, KS 20 555,377
Highland View Elgin, OR 24 718,428
Carrollton Club Carrollton, GA 78 2,702,222
Scarlett Oaks Lexington, SC 40 1,398,162
Brooks Hill Ellijay, GA 44 1,470,917
Greensboro Greensboro, GA 24 738,557
Greensboro II Greensboro, GA 33 916,727
Pine Terrace Wrightsville, GA 25 731,464
Shellman Shellman, GA 27 744,247
Blackshear Cordele, GA 46 1,327,925
Crisp Properties Cordele, GA 31 937,747
Crawford Crawford, GA 25 749,718
Yorkshire Wagoner, OK 60 2,098,486
Woodcrest South Boston, VA 40 1,305,601
Fox Ridge Russellville, AL 24 740,370
Redmont II Red Bay, AL 24 698,922
Clayton Clayton, OK 24 673,580
Alma Alma, AR 24 737,596
Pemberton Village Hiawatha, KS 24 641,522
Magic Circle Eureka, KS 24 657,572
Spring Hill Spring Hill, KS 36 1,135,114
Menard Retirement Menard, TX 24 631,860
Wallis Housing Wallis, TX 24 449,949
Zapata Housing Zapata, TX 40 986,215
Mill Creek Grove, OK 60 1,443,480
Portland II Portland, IN 20 587,037
Georgetown Georgetown, OH 24 746,022
Cloverdale Chandler, TX 24 762,667
S. Timber Ridge Cloverdale, IN 44 1,070,241
Pineville Pineville, MO 12 322,095
Ravenwood Americus, GA 24 732,646
------------
$ 32,829,165
============
<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, 1997
SERIES 5
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------
Seymour $ 59,500 $ 1,452,557 $ 5,938
Effingham 38,500 940,327 1,790
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 31,117
Carrollton Club 248,067 722,560 2,247,274
Scarlett Oaks 44,475 992,158 638,013
Brooks Hill 0 214,335 1,534,403
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 2,212,045 228,921
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 7,694
Zapata Housing 44,000 1,120,538 73,867
Mill Creek 28,000 414,429 1,299,240
Portland II 43,102 410,683 267,313
Georgetown 0 149,483 745,887
Cloverdale 40,000 583,115 315,915
S. Timber Ridge 43,705 1,233,570 3,149
Pineville 59,661 328,468 2,201
Ravenwood 14,300 873,596 0
----------- ------------ ------------
$1,418,219 $25,157,470 $ 13,274,552
=========== ============ ============
<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, 1997
SERIES 5
Apartment Properties
Gross Amount At Which Carried At December 31, 1997
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----
Seymour $ 59,500 $ 1,458,495 $ 1,517,995
Effingham 38,500 942,117 980,617
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 16,220 861,588 877,808
Carrollton Club 248,068 2,969,833 3,217,901
Scarlett Oaks 44,475 1,630,171 1,674,646
Brooks Hill 77,500 1,671,238 1,748,738
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 2,440,178 2,540,966
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 13,900 560,924 574,824
Zapata Housing 46,323 1,192,082 1,238,405
Mill Creek 28,000 1,713,669 1,741,669
Portland II 26,351 694,747 721,098
Georgetown 50,393 844,977 895,370
Cloverdale 40,000 899,030 939,030
S. Timber Ridge 43,705 1,236,719 1,280,424
Pineville 59,661 330,669 390,330
Ravenwood 14,300 873,596 887,896
----------- ------------ ------------
$1,532,473 $38,317,768 $39,850,241
=========== ============ ============
<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, 1997
SERIES 5
Partnership Accumulated Depreciation Depreciable Life
- ----------- ------------------------ ----------------
Seymour $ 373,088 5-27.5
Effingham 240,624 5-27.5
S.F. Winfield 107,052 5-27.5
S.F.Medicine Lodge 139,264 5-27.5
S.F. Ottawa 190,386 5-27.5
S.F. Concordia 181,181 5-27.5
Highland View 141,940 5-40
Carrollton Club 610,102 5-27.5
Scarlett Oaks 365,718 5-27.5
Brooks Hill 318,850 5-27.5
Greensboro 158,536 5-30
Greensboro II 199,907 5-30
Pine Terrace 171,536 5-30
Shellman 190,756 5-30
Blackshear 301,292 5-30
Crisp Properties 221,927 5-30
Crawford 179,332 5-30
Yorkshire 340,580 5-50
Woodcrest 256,887 5-40
Fox Ridge 144,460 5-50
Redmont II 140,538 5-50
Clayton 210,204 5-27.5
Alma 256,921 5-25
Pemberton Village 197,263 5-27.5
Magic Circle 195,368 5-27.5
Spring Hill 363,052 5-25
Menard Retirement 101,682 5-30
Wallis Housing 126,691 5-30
Zapata Housing 218,420 5-27.5
Mill Creek 460,236 5-25
Portland II 153,863 5-27.5
Georgetown 158,416 5-50
Cloverdale 254,689 5-27.5
S. Timber Ridge 321,958 5-25
Pineville 105,883 5-27.5
Ravenwood 71,888 5-27.5
-----------
$8,170,490
===========
<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, 1997
SERIES 6
Apartment Properties
Mortgage Loan
Partnership Location # of Units Balance
- ----------- -------- ---------- -------------
Spruce Pierre, SD 24 $ 919,998
Shannon Apartments O'Neill, NE 16 538,579
Carthage Carthage, MO 24 580,197
Mt. Crest Enterprise, OR 39 1,011,077
Coal City Coal City, IL 24 986,896
Blacksburg Terrace Blacksburg, SC 32 1,094,073
Frazier Smyrna, DE 30 1,484,698
Ehrhardt Ehrhardt, SC 16 567,134
Sinton Sinton, TX 32 858,083
Frankston Frankston, TX 24 563,872
Flagler Beach Flagler Beach, FL 43 1,394,864
Oak Ridge Williamsburg, KY 24 819,450
Monett Monett, MO 32 793,661
Arma Arma, KS 28 722,829
Southwest City Southwest City, MO 12 321,401
Meadowcrest Luverne, AL 32 1,014,506
Parsons Parsons, KS 48 1,272,411
Newport Village Newport, TN 40 1,315,084
Goodwater Falls Jenkins, KY 36 1,151,478
Northfield Station Corbin, KY 24 807,038
Pleasant Hill Square Somerset, KY 24 796,539
Winter Park Mitchell, SD 24 1,010,328
Cornell Watertown, SD 24 877,410
Heritage Drive S. Jacksonville, TX 40 990,223
Brodhead Brodhead, KY 24 795,326
Mt. Vilage Mt. Vernon, KY 24 790,258
Hazelhurst Hazlehurst, MS 32 989,086
Sunrise Yankton, SD 33 1,168,681
Stony Creek Hooversville, PA 32 1,356,492
Logan Place Logan, OH 40 1,263,165
Haines Haines, AK 32 2,403,609
Maple Wood Barbourville, KY 24 805,085
Summerhill Gassville, AR 28 804,130
Dorchester St. George, SC 12 468,277
Lancaster Mountain View, AR 33 1,135,431
Autumn Village Harrison, AR 16 268,899
Hardy Hardy, AR 24 403,398
Dawson Dawson, GA 40 1,199,457
------------
$ 35,743,123
============
<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, 1997
SERIES 6
Apartment Properties
Cost At Acquisition
--------------------
Net Improvements
Buildings, Capitalized
Improvements Subsequent to
Partnership Land and Equipment Acquisition
- ----------- ---- ------------- ----------------
Spruce $ 60,040 $ 108,772 $ 935,687
Shannon Apartments 5,000 94,494 547,319
Carthage 115,814 578,597 2,256
Mt. Crest 64,914 1,143,675 22,789
Coal City 60,055 1,121,477 17,104
Blacksburg Terrace 39,930 1,278,860 4,280
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 4,737
Arma 85,512 771,316 10,125
Southwest City 67,303 319,272 (239)
Meadowcrest 72,500 1,130,651 587
Parsons 49,780 1,483,188 0
Newport Village 61,350 1,470,505 81,869
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 28,354
Cornell 32,000 1,017,572 23,453
Heritage Drive S. 44,247 1,151,157 3,185
Brodhead 21,600 932,468 0
Mt. Vilage 55,000 884,596 0
Hazelhurst 60,000 1,118,734 2,670
Sunrise 90,000 1,269,252 3,249
Stony Creek 0 1,428,656 222,339
Logan Place 39,300 1,477,527 1,799
Haines 189,323 2,851,953 (10,933)
Maple Wood 79,000 924,144 4,600
Summerhill 23,000 788,157 30,084
Dorchester 13,000 239,455 309,817
Lancaster 37,500 1,361,272 (17,443)
Autumn Village 20,000 595,604 0
Hardy 0 473,695 457,865
Dawson 40,000 346,569 1,088,404
----------- ------------ ------------
$2,094,010 $37,723,952 $ 4,047,907
=========== ============ ============
<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, 1997
SERIES 6
Apartment Properties
Gross Amount At Which Carried At December 31, 1997
--------------------
Buildings,
Improvements
Partnership Land and Equipment Total
- ----------- ---- ------------- -----
Spruce $ 84,155 $ 1,020,344 $ 1,104,499
Shannon Apartments 5,000 641,813 646,813
Carthage 115,814 580,853 696,667
Mt. Crest 64,914 1,166,464 1,231,378
Coal City 60,055 1,138,581 1,198,636
Blacksburg Terrace 39,930 1,283,140 1,323,070
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 170,229 787,532 957,761
Arma 92,387 774,566 866,953
Southwest City 67,303 319,033 386,336
Meadowcrest 72,500 1,131,238 1,203,738
Parsons 49,780 1,483,188 1,532,968
Newport Village 61,350 1,552,374 1,613,724
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 1,149,473 1,244,473
Cornell 35,592 1,037,433 1,073,025
Heritage Drive S. 44,247 1,154,342 1,198,589
Brodhead 21,600 932,468 954,068
Mt. Vilage 55,000 884,596 939,596
Hazelhurst 60,000 1,121,404 1,181,404
Sunrise 91,600 1,270,901 1,362,501
Stony Creek 104,800 1,546,195 1,650,995
Logan Place 41,099 1,477,527 1,518,626
Haines 189,323 2,841,020 3,030,343
Maple Wood 79,000 928,744 1,007,744
Summerhill 23,000 818,241 841,241
Dorchester 13,000 549,272 562,272
Lancaster 37,500 1,343,829 1,381,329
Autumn Village 20,000 595,604 615,604
Hardy 21,250 910,310 931,560
Dawson 40,000 1,434,973 1,474,973
----------- ------------ ------------
$2,258,041 $41,607,828 $43,865,869
=========== ============ ============
<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, 1997
SERIES 6
Partnership Accumulated Depreciation Depreciable Life
- ----------- ------------------------ ----------------
Spruce $ 226,208 5-30
Shannon Apartments 97,280 5-40
Carthage 228,637 5-27.5
Mt. Crest 297,246 5-27.5
Coal City 176,629 5-27.5
Blacksburg Terrace 331,730 5-27.5
Frazier 398,435 5-27.5
Ehrhardt 144,910 5-27.5
Sinton 128,404 5-50
Frankston 82,445 5-30
Flagler Beach 244,290 5-40
Oak Ridge 221,404 5-27.5
Monett 248,787 5-27.5
Arma 250,081 5-27.5
Southwest City 111,382 5-27.5
Meadowcrest 199,671 5-40
Parsons 361,239 5-27.5
Newport Village 348,591 5-27.5
Goodwater Falls 227,370 5-27.5
Northfield Station 167,366 5-27.5
Pleasant Hill Square 156,764 5-27.5
Winter Park 222,557 5-40
Cornell 153,871 5-40
Heritage Drive S. 274,099 5-25
Brodhead 139,372 5-40
Mt. Vilage 135,452 5-50
Hazelhurst 170,367 5-40
Sunrise 251,485 5-27.5
Stony Creek 232,715 5-27.5
Logan Place 262,657 5-27.5
Haines 602,110 5-27.5
Maple Wood 200,495 5-27.5
Summerhill 183,646 5-27.5
Dorchester 109,452 5-27.5
Lancaster 204,418 5-40
Autumn Village 87,720 5-40
Hardy 124,477 5-40
Dawson 132,721 5-40
-----------
$8,136,483
===========
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Reconciliation of Land, Building & Improvements current year changes:
SERIES 2
Balance at beginning of period -
December 31, 1996 $28,199,132
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 58,430
Other 0
---------
58,430
Deductions during period:
Cost of real estate sold 4,183
Other 0
--------- (4,183)
------------
Balance at end of period -
December 31, 1997 $28,253,379
============
Reconciliation of Accumulated Depreciation current year changes:
Balance at beginning of period -
December 31, 1996 $5,649,101
Current year expense 935,616
Less Accumulated Depreciation of
real estate sold (2,927)
Other 0
----------
932,689
-----------
Balance at end of period -
December 31, 1997 $6,581,790
===========
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Reconciliation of Land, Building & Improvements current year changes:
SERIES 3
Balance at beginning of period -
December 31, 1996 $27,415,963
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 18,883
Other 0
---------
18,883
Deductions during period:
Cost of real estate sold 0
Other 0
--------- 0
------------
Balance at end of period -
December 31, 1997 $27,434,846
============
Reconciliation of Accumulated Depreciation current year changes:
Balance at beginning of period -
December 31, 1996 $7,624,569
Current year expense 914,186
Less Accumulated Depreciation of
real estate sold 0
Other 0
--------
914,186
-----------
Balance at end of period -
December 31, 1997 $8,538,755
===========
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Reconciliation of Land, Building & Improvements current year changes:
SERIES 4
Balance at beginning of period -
December 31, 1996 $32,564,757
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 44,992
Other 0
---------
44,992
Deductions during period:
Cost of real estate sold 0
Other 0 0
--------- ------------
Balance at end of period -
December 31, 1997 $32,609,749
============
Reconciliation of Accumulated Depreciation current year changes:
Balance at beginning of period -
December 31, 1996 $6,264,280
Current year expense 1,060,483
Less Accumulated Depreciation of
real estate sold 0
Other 0
----------
1,060,485
-----------
Balance at end of period -
December 31, 1997 $7,324,765
===========
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Reconciliation of Land, Building & Improvements current year changes:
SERIES 5
Balance at beginning of period -
December 31, 1996 $39,812,523
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 37,718
Other 0
---------
37,718
Deductions during period:
Cost of real estate sold 0
Other 0
--------- 0
------------
Balance at end of period -
December 31, 1997 $39,850,241
============
Reconciliation of Accumulated Depreciation current year changes:
Balance at beginning of period -
December 31, 1996 $6,839,405
Current year expense 1,331,082
Less Accumulated Depreciation of
real estate sold 0
Other 0
----------
1,331,085
-----------
Balance at end of period -
December 31, 1997 $8,170,490
===========
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1997
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Reconciliation of Land, Building & Improvements current year changes:
SERIES 6
Balance at beginning of period -
December 31, 1996 $43,752,976
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 112,893
Other 0
---------
112,893
Deductions during period:
Cost of real estate sold 0
Other 0
--------- 0
------------
Balance at end of period -
December 31, 1997 $43,865,869
============
Reconciliation of Accumulated Depreciation current year changes:
Balance at beginning of period -
December 31, 1996 $6,668,399
Current year expense 1,468,115
Less Accumulated Depreciation of
real estate sold 0
Other (31)
----------
1,468,084
-----------
Balance at end of period -
December 31, 1997 $8,136,483
===========
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1997
SERIES2
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ------ -------- -------- -------- ------
Claxton Elderly 24 661,392 8.75% 5,883 50
Deerfield II 24 705,468 8.75% 6,284 50
Hartwell Family 24 708,919 8.75% 5,307 50
Cherrytree Apts. 33 1,205,519 8.75% 9,011 50
Springwood Apts. 32 1,259,360 8.75% 9,218 50
Lakeshore Apts. 34 1,058,922 8.75% 7,905 50
Lewiston 25 1,004,532 9.00% 7,720 50
Charleston 32 847,624 8.75% 6,333 50
Sallisaw II 47 1,203,029 8.75% 8,980 50
Pocola 36 992,188 8.75% 7,407 50
Inverness Club 72 3,000,293 8.75% 27,905 50
Pearson Elderly 25 636,953 9.00% 4,926 50
Richland Elderly 33 871,822 8.75% 6,517 50
Lake Park 48 1,492,595 9.00% 11,466 50
Woodland Terrace 30 891,752 8.75% 6,666 50
Mt. Vernon Elderly 21 577,012 8.75% 4,309 50
Lakeland Elderly 29 785,725 8.75% 5,882 50
Prairie Apartments 21 980,438 9.00% 7,515 50
Sylacauga Heritage 44 1,392,269 8.75% 10,536 50
Manchester Housing 49 1,464,281 8.75% 10,958 50
Durango C.W.W. 24 1,037,452 9.00% 7,739 50
Columbus Sr. 16 439,281 8.25% 3,102 50
-----------
$23,216,826
===========
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1997
SERIES 3
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ------ -------- -------- -------- ------
Poteau II 52 1,312,468 9.50% 10,682 50
Sallisaw 52 1,318,667 9.50% 10,654 50
Nowata Properties 32 861,245 9.50% 6,905 50
Waldron Properties 24 643,731 9.00% 4,950 50
Roland II 52 1,317,920 9.50% 10,657 50
Stilwell 48 1,200,167 9.50% 9,727 50
Birchwood Apts. 24 792,679 9.50% 6,410 50
Hornellsville 24 900,374 9.00% 6,927 50
Sunchase II 41 1,201,285 9.00% 9,279 50
CE McKinley II 16 635,273 8.75% 5,146 50
Weston Apartments 10 276,491 9.00% 2,131 50
Countrywood Apts. 40 1,207,990 9.00% 9,310 50
Wildwood Apts. 28 853,912 9.50% 6,906 50
Hancock 12 372,230 9.50% 3,119 50
Hopkins 24 757,881 8.75% 5,815 50
Elkhart Apts. 54 1,160,158 9.00% 9,198 40
Bryan Senior 40 1,092,108 10.00% 9,455 50
Brubaker Square 38 1,123,643 9.00% 8,646 50
Southwood 44 1,494,219 9.25% 11,752 50
Villa Allegra 32 907,578 9.00% 7,053 50
Belmont Senior 24 771,912 9.00% 6,001 50
Heritage Villas 25 681,766 8.75% 5,110 50
Logansport Seniors 32 902,489 8.75% 6,745 50
-----------
$21,786,186
===========
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1997
SERIES 4
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ------ -------- -------- -------- ------
Alsace Village 24 640,732 9.00% 4,915 50
Seneca Apartments 24 611,728 9.00% 4,692 50
Eudora Senior 36 963,892 8.75% 7,269 50
Westville 36 864,087 8.75% 6,448 50
Wellsville Senior 24 651,338 8.75% 4,859 50
Stilwell II 52 1,296,128 8.75% 9,672 50
Spring Hill Senior 24 701,185 8.75% 5,236 50
Smithfield 40 1,547,496 8.75% 11,746 50
Tarpon Heights 48 1,250,669 8.75% 9,347 50
Oaks Apartments 32 846,635 9.00% 6,663 50
Wynnwood Common 34 1,378,451 8.75% 10,300 50
Chestnut Apartments 24 860,156 8.75% 6,419 50
St. George 24 759,033 8.75% 5,677 50
Williston 24 802,446 9.00% 6,147 50
Brackettville Sr. 32 826,152 8.75% 6,172 50
Sonora Seniors 32 847,967 8.75% 6,337 50
Ozona Seniors 24 634,879 8.75% 4,744 50
Fredericksburg Sr. 48 1,211,009 8.75% 9,050 50
St. Joseph 24 832,375 9.00% 6,379 50
Courtyard 21 714,924 9.25% 5,622 50
Rural Development 25 1,212,297 9.25% 9,539 50
Jasper Villas 25 864,230 8.75% 6,450 50
Edmonton Senior 24 761,190 9.00% 5,688 50
Jonesville Manor 40 1,358,721 8.75% 10,159 50
Norton Green 40 1,349,401 8.75% 10,085 50
Owingsville Senior 22 710,251 9.00% 5,297 50
Timpson Seniors 28 676,862 8.75% 5,058 50
Piedmont 36 1,050,665 8.75% 7,856 50
S.F. Arkansas City 12 341,489 10.62% 3,056 50
-----------
$26,566,388
===========
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1997
SERIES 5
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ------ -------- -------- -------- ------
Seymour 37 1,248,496 8.75% 9,346 50
Effingham 24 808,457 8.75% 6,032 50
S.F. Winfield 12 332,413 11.37% 3,016 50
S.F.Medicine Lodge 16 454,659 10.62% 4,049 50
S.F. Ottawa 24 572,674 10.62% 5,126 50
S.F. Concordia 20 555,377 11.87% 5,498 50
Highland View 24 718,428 8.75% 5,473 40
Carrollton Club 78 2,702,222 7.75% 18,064 50
Scarlett Oaks 40 1,398,162 8.25% 9,870 50
Brooks Hill 44 1,470,917 8.25% 10,398 50
Greensboro 24 738,557 7.75% 4,937 50
Greensboro II 33 916,727 7.75% 6,129 50
Pine Terrace 25 731,464 8.25% 5,172 50
Shellman 27 744,247 8.25% 5,264 50
Blackshear 46 1,327,925 8.25% 9,389 50
Crisp Properties 31 937,747 8.25% 6,632 50
Crawford 25 749,718 8.25% 5,302 50
Yorkshire 60 2,098,486 8.25% 14,842 50
Woodcrest 40 1,305,601 8.25% 9,402 50
Fox Ridge 24 740,370 9.00% 5,673 50
Redmont II 24 698,922 8.75% 5,355 50
Clayton 24 673,580 8.25% 4,760 50
Alma 24 737,596 8.75% 8,018 50
Pemberton Village 24 641,522 8.75% 4,782 50
Magic Circle 24 657,572 8.75% 4,913 50
Spring Hill 36 1,135,114 8.25% 8,018 50
Menard Retirement 24 631,860 8.75% 4,715 50
Wallis Housing 24 449,949 8.75% 3,688 50
Zapata Housing 40 986,215 8.75% 7,377 50
Mill Creek 60 1,443,480 8.25% 10,192 50
Portland II 20 587,037 8.75% 4,388 50
Georgetown 24 746,022 8.25% 5,265 50
Cloverdale 24 762,667 8.75% 5,693 50
S. Timber Ridge 44 1,070,241 8.75% 7,986 50
Pineville 12 322,095 8.25% 2,318 50
Ravenwood 24 732,646 7.25% 4,595 50
-----------
$32,829,165
===========
<PAGE>
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 1997
SERIES 6
MONTHLY
# OF INTEREST DEBT TERM
PARTNERSHIP UNITS BALANCE RATE SERVICE (YEARS)
- ----------- ------ -------- -------- -------- ------
Spruce 24 919,998 8.75% 6,857 50
Shannon Apartments 16 538,579 8.75% 4,014 50
Carthage 24 580,197 8.75% 4,371 50
Mt. Crest 39 1,011,077 8.25% 7,150 50
Coal City 24 986,896 7.75% 6,578 50
Blacksburg Terrace 32 1,094,073 8.25% 7,738 50
Frazier 30 1,484,698 8.25% 10,470 50
Ehrhardt 16 567,134 7.75% 3,791 50
Sinton 32 858,083 8.25% 6,063 50
Frankston 24 563,872 8.75% 4,207 50
Flagler Beach 43 1,394,864 8.25% 9,864 50
Oak Ridge 24 819,450 8.25% 5,800 50
Monett 32 793,661 8.25% 5,598 50
Arma 28 722,829 8.75% 5,388 50
Southwest City 12 321,401 8.25% 2,271 50
Meadowcrest 32 1,014,506 8.25% 7,160 50
Parsons 48 1,272,411 7.75% 8,485 50
Newport Village 40 1,315,084 7.75% 8,798 50
Goodwater Falls 36 1,151,478 7.75% 7,980 50
Northfield Station 24 807,038 7.75% 5,379 50
Pleasant Hill Square 24 796,539 7.75% 5,315 50
Winter Park 24 1,010,328 8.25% 7,131 50
Cornell 24 877,410 8.25% 6,193 50
Heritage Drive S. 40 990,223 8.25% 6,990 50
Brodhead 24 795,326 7.75% 5,303 50
Mt. Vilage 24 790,258 8.25% 5,574 50
Hazelhurst 32 989,086 8.25% 7,105 50
Sunrise 33 1,168,681 8.75% 8,711 50
Stony Creek 32 1,356,492 8.75% 9,065 50
Logan Place 40 1,263,165 8.25% 8,909 50
Haines 32 2,403,609 8.25% 16,950 50
Maple Wood 24 805,085 7.75% 5,381 50
Summerhill 28 804,130 8.25% 5,911 50
Dorchester 12 468,277 7.75% 3,118 50
Lancaster 33 1,135,431 7.75% 7,775 50
Autumn Village 16 268,899 7.00% 2,608 50
Hardy 24 403,398 6.00% 3,639 18
Dawson 40 1,199,457 7.25% 7,524 50
-----------
$35,743,123
===========
<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 13, 1998 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: July 13, 1998 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 13, 1998 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: July 13, 1998 By:/s/ Sandra L. Furey
Sandra L. Furey
Secretary and Treasurer
Date: July 13, 1998 By:/s/ J. Davenport Mosby III
J. Davenport Mosby III
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 ANNUAL PERIOD ENDED MARCH 31, 1998.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,180,417
<SECURITIES> 2,074,638
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,439,024
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,728,563
<CURRENT-LIABILITIES> 298,395
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 8,002,411
<TOTAL-LIABILITY-AND-EQUITY> 9,728,563
<SALES> 0
<TOTAL-REVENUES> 254,816
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 583,953
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,728,255)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,728,255)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,728,255)
<EPS-PRIMARY> (72.43)<F1>
<EPS-DILUTED> (72.43)<F1>
<FN>
<F1>EPS IS NET LOSS PER $1,000 LIMITED PARTNERSHIP UNIT.
</FN>
</TABLE>
