FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRES)
For the fiscal year ended March 31, 1997
Commission File Number 0-21762
Gateway Tax Credit Fund III Ltd.
(Exact name of Registrant as specified in its charter)
Florida 59-3090386
(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 Record Holders
Title of Each Class March 31, 1997
Limited Partnership Interest 2,201
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. 33-44238
<PAGE>
PART I
Item 1. Business
Gateway Tax Credit Fund III 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 III Ltd. and wholly-owned subsidiaries of Raymond
James Financial, Inc. Gateway was formed October 17, 1991 and
commenced operations July 16, 1992 with the first admission of
Limited Partners.
Gateway is engaged in only one industry segment, to acquire
limited partnership interests in unaffiliated limited
partnerships ("Project Partnerships"), each of which owns and
operates one or more apartment complexes eligible for Low-
Income Housing Tax Credits under Section 42 of the Internal
Revenue Code ("Tax Credits"), received over a ten year period.
Subject to certain limitations, Tax Credits may be used by
Gateway's investors to reduce their income tax liability
generated from other income sources. Gateway will terminate
on December 31, 2040, or sooner, in accordance with the terms
of its Limited Partnership Agreement. As of March 31, 1997,
Gateway received capital contributions of $1,000 from the
General Partners and from the Limited Partners, $10,395,000 in
Series 7, $9,980,000 from Series 8, $6,254,000 from Series 9,
$5,043,000 from Series 10 and $5,127,000 from Series 11.
Gateway offered Limited Partnership units in series. Each
series is treated as though it were 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 limited partners of such series.
Operating profits and losses, cash distributions from
operations and Tax Credits are allocated 99% to the Limited
Partners and 1% to the General Partners. Profit or loss and
cash distributions from sales of property will be allocated as
described in the Limited Partnership Agreement.
As of March 31, 1997, Gateway had invested in 39 Project
Partnerships for Series 7, 43 Project Partnerships for Series
8, 24 Project Partnerships for Series 9, 15 Project
Partnerships for Series 10 and 12 Project Partnerships for
Series 11. Gateway acquired its interests in these properties
by becoming a limited partner in the Project Partnerships that
own the properties. The primary source of funds for each
series is the capital contributions from Limited Partner
investors.
All but eight of the properties are financed 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. One recently acquired property in Series 7 received
conventional financing. One property in Series 9, two
properties in Series 10 and one property in Series 11 are
fully financed through the HOME Investment Partnerships
Program. These HOME Program loans provide financing at rates
of 0 % to 0.5% for a period of 15 to 42 years. One property
in Series 11 is partially financed by HOME. Two properties in
Series 11 received conventional financing.
Risks related to the operations of Gateway are described in
detail on pages 29 through 38 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 Limited Partners 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 39 through 47 of the Prospectus,
as supplemented, under the caption "Investment Objectives and
Policies" which is incorporated herein by reference.
Gateway's goal is to invest in a diversified portfolio of
Project Partnerships located in rural and suburban locations
with a high demand for low income housing. As of March 31,
1997 the Series' 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
a significant number of rural American households living below
the poverty level in substandard housing, management believes
there will be a continuing demand for affordable low income
housing for the foreseeable future.
Gateway has no direct employees. Services are performed by
the Managing General Partner and its affiliates and by agents
retained by it. The Managing General Partner has full and
exclusive discretion in management and control of Gateway.
Item 2. Properties
Gateway owns a majority interest in properties through its
limited partnership investments in Project Partnerships. The
largest single net investment in a Project Partnership in
Series 7 is 8.7% of the Series' total balance sheet assets,
Series 8 is 4.2%, Series 9 is 11.4%, Series 10 is 18.3% and
Series 11 is 19.9%. The following table provides certain
summary information regarding the Project Partnerships in
which Gateway had an interest as of December 31, 1996:
<PAGE>
Item 2 - Properties (continued):
SERIES 7
Location # of Date
Partnership of Property Units Acquired
Nottingham Pisgah, AL 18 6/92
Cedar Hollow Waterloo, NE 24 7/92
Sunrise Mission, SD 44 7/92
Mountain City Mountain City, TN 40 8/92
Burbank Falls City, NE 24 8/92
Washington Bloomfield, NE 24 9/92
BrookStone McCaysville, GA 40 9/92
Tazewell New Tazewell, TN 44 9/92
N. Irvine Irvine, KY 24 9/92
Horton Horton, KS 24 9/92
Manchester Manchester, GA 42 9/92
Waynesboro Waynesboro, GA 24 9/92
Lakeland II Lakeland, GA 30 9/92
Mt. Vernon Mt. Vernon, GA 24 9/92
Meadow Run Dawson, GA 48 9/92
Spring Creek II Quitman, GA 24 9/92
Warm Springs Warm Springs, GA 22 9/92
Blue Ridge Blue Ridge, GA 41 9/92
Walnut Elk Point, SD 24 9/92
Pioneer Mountain View, AR 48 9/92
Dilley Dilley, TX 28 9/92
Elsa Elsa, TX 40 9/92
Clinch View Gate City, VA 42 9/92
Jamestown Jamestown, TN 40 9/92
Leander Leander, TX 36 9/92
Louisa Sr. Louisa, KY 36 9/92
Orchard Commons Crab Orchard, KY 12 9/92
Vardaman Vardaman, MS 24 9/92
Heritage Park Paze, AZ 32 9/92
BrooksHollow Jasper, GA 40 9/92
Cavalry Crossing Ft. Scott, KS 40 9/92
Carson City Carson City, KS 24 11/92
Matteson Capa, KS 24 11/92
Pembroke Pembroke, KY 16 12/92
Robynwood Cynthiana, KY 24 12/92
Atoka Atoka, OK 24 1/93
Coalgate Coalgate, OK 24 1/93
Hill Creek West Blocton, AL 24 11/93
Cardinal Mountain Home, AR 32 11/93
-----
Total 1,195
An average effective rental per unit is $3,196 per year ($266
per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 8
Location # of Date
Partnership of Property Units Acquired
Purdy Purdy, MO 16 12/92
Galena Galena, KS 24 12/92
Antlers 2 Antlers, OK 24 1/93
Holdenville Holdenville, OK 24 1/93
Wetumka Wetumka, OK 24 1/93
Mariners Cove Marine City, MI 32 1/93
Mariners Cove Sr. Marine City, MI 24 1/93
Antlers Antlers, OK 36 3/93
Bentonville Bentonville, AR 24 3/93
Deerpoint Elgin, AL 24 3/93
Aurora Aurora, MO 28 3/93
Baxter Baxter Spgs, KS 16 4/93
Arbor Gate Bridgeport, AL 24 5/93
Timber Ridge Collinsville, AL 24 5/93
Concordia Sr. Concordia, KS 24 5/93
Mountainburg Mountainburg, AR 24 6/93
Lincoln Pierre, SD 25 5/93
Fox Ridge Russellville, AL 24 6/93
Meadow View Bridgeport, NE 16 6/93
Sheridan Auburn, NE 16 6/93
Morningside Kenton, OH 32 6/93
Grand Isle Grand Isle, ME 16 6/93
Meadowview Van Buren, AR 29 8/93
Taylor Taylor, TX 44 9/93
Brookwood Gainesboro, TN 44 9/93
Pleasant Valley Lynchburg, TN 33 9/93
Reelfoot Ridgely, TN 20 9/93
River Rest Newport, TN 34 9/93
Kirskville Kirksville, MO 24 9/93
Cimmaron Arco, ID 24 9/93
Kenton Kenton, OH 46 9/93
Lovingston Lovingston, VA 64 9/93
Pontotoc Pontotoc, MS 36 10/93
So. Brenchley Rexburg, ID 30 10/93
Hustonville Hustonville, KY 16 10/93
Northpoint Jackson, KY 24 10/93
Brooks Field Louisville, GA 32 10/93
Brooks Lane Clayton, GA 36 10/93
Brooks Point Dahlonega, GA 41 10/93
Brooks Run Jasper, GA 24 10/93
Logan Heights Russellville, KY 24 11/93
Lakeshore 2 Tuskegee, AL 36 12/93
Cottondale Cottondale, FL 25 1/94
-----
Total 1,207
An average effective rental per unit is $3,077 per year ($256
per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 9
Location # of Date
Partnership of Property Units Acquired
Jay Jay, OK 24 9/93
Boxwood Lexington, TX 24 9/93
Stilwell 3 Stilwell, OK 16 9/93
Arbor Trace Lake Park, GA 24 11/93
Arbor Trace 2 Lake Park, GA 42 11/93
Omega Omega, GA 36 11/93
Cornell 2 Watertown, SD 24 11/93
Elm Creek Pierre, SD 24 11/93
Marionville Marionville, MO 20 11/93
Lamar Lamar, AR 24 12/93
Mt. Glen Heppner, OR 24 12/93
Centreville Centreville, AL 24 12/93
Skyview Troy, AL 36 12/93
Sycamore Coffeyville, KS 40 12/93
Bradford Cumberland, KY 24 12/93
Cedar Lane London, KY 24 12/93
Stanton Stanton, KY 24 12/93
Abernathy Abernathy, TX 24 1/94
Pembroke Pembroke, KY 24 1/94
Meadowview Greenville, AL 24 2/94
Town Branch Mt. Vernon, KY 24 12/93
Fox Run Ragland, AL 24 3/94
Maple Street Emporium, PA 32 3/94
Manchester Manchester, GA 18 5/94
-----
Total 624
An average effective rental per unit is $3,175 per year ($265
per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 10
Location # of Date
Partnership of Property Units Acquired
Redstone Challis, ID 24 11/93
Albany Albany, KY 24 1/94
Oak Terrace Bonifay, FL 18 1/94
Wellshill West Liberty, KY 32 1/94
Applegate Florence, AL 36 2/94
Heatherwood Alexander, AL 36 2/94
Peachtree Gaffney, SC 28 3/94
Donna Donna, TX 50 1/94
Wellsville Wellsville, NY 24 2/94
Tecumseh Tecumseh, NE 24 4/94
Clay City Clay City, KY 24 5/94
Irvine West Irvine, KY 24 5/94
New Castle New Castle, KY 24 5/94
Stigler Stigler, OK 20 7/94
Courtyard Huron, SD 21 8/94
-----
Total 409
An average effective rental per unit is $3,278 per year ($273
per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 11
Location # of Date
Partnership of Property Units Acquired
Homestead Pinetop, AZ 32 9/94
Mountain Oak Collinsville, AL 24 9/94
Eloy Eloy, AZ 24 11/94
Gila Bend Gila Bend, AZ 36 11/94
Creekstone Dallas, GA 40 12/94
Tifton Tifton, GA 36 12/94
Cass Towne Cartersville, GA 10 12/94
Warsaw Warsaw, VA 56 12/94
Royston Royston, GA 25 12/94
Red Bud Mokane, MO 8 12/94
Cardinal Mountain Home, AR 32 12/94
Parsons Parsons, KS 38 12/94
-----
Total 361
An average effective rental per unit is $3,588 per year ($299
per month).
<PAGE>
Item 2 - Properties (continued):
SERIES 7
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------
Nottingham $ 716,377 100%
Cedar Hollow 918,178 96%
Sunrise 2,507,527 96%
Mountain City 1,598,106 100%
Burbank 976,571 100%
Washington 962,213 79%
BrookStone 1,457,196 95%
Tazewell 1,702,313 100%
N. Irvine 1,018,407 92%
Horton 932,540 100%
Manchester 1,473,065 98%
Waynesboro 815,851 100%
Lakeland II 1,009,647 97%
Mt. Vernon 900,526 88%
Meadow Run 1,745,633 92%
Spring Creek II 808,475 96%
Warm Springs 820,758 91%
Blue Ridge 1,334,613 100%
Walnut 994,095 96%
Pioneer 1,321,056 100%
Dilley 889,051 100%
Elsa 1,339,404 98%
Clinch View 1,777,152 98%
Jamestown 1,497,964 100%
Leander 1,113,770 100%
Louisa Sr. 1,504,659 100%
Orchard Commons 479,661 100%
Vardaman 905,694 83%
Heritage Park 1,545,788 100%
BrooksHollow 1,435,132 100%
Cavalry Crossing 1,744,913 100%
Carson City 957,011 100%
Matteson 932,298 96%
Pembroke 623,304 94%
Robynwood 1,011,684 88%
Atoka 835,334 100%
Coalgate 828,505 96%
Hill Creek 956,253 100%
Cardinal 777,266 100%
-----------
$45,167,990
<PAGE>
Item 2 - Properties (continued):
SERIES 8
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- ---------- ---------
Purdy $ 560,795 88%
Galena 744,657 92%
Antlers 2 787,859 96%
Holdenville 892,598 100%
Wetumka 812,853 100%
Mariners Cove 1,259,644 94%
Mariners Cove Sr. 984,269 96%
Antlers 1,321,039 86%
Bentonville 758,489 96%
Deerpoint 932,474 88%
Aurora 882,656 100%
Baxter 523,747 100%
Arbor Gate 917,357 88%
Timber Ridge 894,673 75%
Concordia Sr. 826,389 100%
Mountainburg 883,990 100%
Lincoln 1,072,849 96%
Fox Ridge 902,786 96%
Meadow View 717,120 81%
Sheridan 742,346 75%
Morningside 1,183,854 97%
Grand Isle 1,200,210 69%
Meadowview 994,717 100%
Taylor 1,530,768 100%
Brookwood 1,809,271 100%
Pleasant Valley 1,346,228 100%
Reelfoot 814,568 100%
River Rest 1,403,425 100%
Kirskville 831,492 100%
Cimmaron 1,078,559 96%
Kenton 1,761,734 91%
Lovingston 2,720,846 100%
Pontotoc 1,326,113 94%
So. Brenchley 1,548,673 97%
Hustonville 693,139 94%
Northpoint 1,082,599 100%
Brooks Field 1,171,823 100%
Brooks Lane 1,345,861 100%
Brooks Point 1,653,820 100%
Brooks Run 923,814 100%
Logan Heights 951,730 83%
Lakeshore 2 1,414,562 94%
Cottondale 948,319 96%
-----------
$47,154,715
<PAGE>
Item 2 - Properties (continued):
SERIES 9
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------
Jay $ 810,597 79%
Boxwood 770,939 100%
Stilwell 3 587,132 88%
Arbor Trace 918,358 100%
Arbor Trace 2 1,806,435 95%
Omega 1,407,304 97%
Cornell 2 1,134,003 96%
Elm Creek 1,155,148 100%
Marionville 695,428 100%
Lamar 904,325 92%
Mt. Glen 1,056,711 92%
Centreville 972,881 100%
Skyview 1,393,679 94%
Sycamore 1,758,312 100%
Bradford 1,055,632 100%
Cedar Lane 995,281 100%
Stanton 1,001,158 100%
Abernathy 781,898 100%
Pembroke 998,687 100%
Meadowview 1,133,592 92%
Town Branch 984,410 100%
Fox Run 966,763 100%
Maple Street 1,697,719 100%
Manchester 735,135 78%
-----------
$25,721,527
<PAGE>
Item 2 - Properties (continued):
SERIES 10
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------
Redstone $ 1,094,016 92%
Albany 1,029,662 96%
Oak Terrace 661,663 100%
Wellshill 1,345,844 100%
Applegate 1,833,911 97%
Heatherwood 1,607,378 100%
Peachtree 1,046,466 100%
Donna 1,776,522 100%
Wellsville 1,332,613 100%
Tecumseh 1,059,426 75%
Clay City 1,021,084 96%
Irvine West 1,086,338 92%
New Castle 1,019,050 88%
Stigler 754,056 100%
Courtyard 763,178 100%
-----------
$17,431,207
<PAGE>
Item 2 - Properties (continued):
SERIES 11
12/31/96 12/31/96
Property Occupancy
Partnership Cost Rate
- ----------- -------- ---------
Homestead $ 1,754,502 100%
Mountain Oak 879,424 67%
Eloy 891,926 96%
Gila Bend 1,274,647 94%
Creekstone 2,008,604 93%
Tifton 1,674,451 94%
Cass Towne 324,320 100%
Warsaw 3,352,880 100%
Royston 932,820 100%
Red Bud 301,117 100%
Cardinal 507,089 100%
Parsons 1,317,171 100%
-----------
$15,218,951
<PAGE>
Item 2 - Properties (continued):
A summary of the cost of the properties at December 31, 1996,
1995 and 1994 is as follows:
December 31, 1996
SERIES 7 SERIES 8
Land $ 1,615,119 $ 1,978,810
Land Improvements 87,542 411,365
Buildings 42,053,147 43,294,684
Furniture and Fixtures 1,412,182 1,469,856
Construction in Progress 0 0
----------- -----------
Properties, at Cost 45,167,990 47,154,715
Less: Accumulated Depreciation 5,712,059 4,790,218
----------- -----------
Properties, Net $39,455,931 $42,364,497
=========== ===========
December 31, 1995
SERIES 7 SERIES 8
Land $ 1,615,119 $ 1,978,810
Land Improvements 177,159 409,921
Buildings 41,501,608 43,293,853
Furniture and Fixtures 1,412,943 1,435,197
Construction in Progress 330,777 0
----------- -----------
Properties, at Cost 45,037,606 47,117,781
Less: Accumulated Depreciation 4,103,029 3,146,594
----------- -----------
Properties, Net $40,934,577 $43,971,187
=========== ===========
December 31, 1994
SERIES 7 SERIES 8
Land $ 1,694,800 $ 1,978,445
Land Improvements 176,189 394,791
Buildings 40,948,015 37,826,063
Furniture and Fixtures 1,353,319 1,154,960
Construction in Progress 41,500 3,168,850
----------- -----------
Properties, at Cost 44,213,823 44,523,109
Less: Accumulated Depreciation 2,547,947 1,637,354
----------- -----------
Properties, Net $41,665,876 $42,885,755
=========== =========== <PAGE>
Item 2 - Properties (continued):
A summary of the cost of the properties at December 31, 1996,
1995 and 1994 is as follows:
December 31, 1996
SERIES 9 SERIES 10
Land $ 1,099,659 $ 648,625
Land Improvements 174,250 57,572
Buildings 23,548,626 16,312,322
Furniture and Fixtures 898,992 412,688
Construction in Progress 0 0
----------- -----------
Properties, at Cost 25,721,527 17,431,207
Less: Accumulated Depreciation 2,212,706 1,230,341
----------- -----------
Properties, Net $23,508,821 $16,200,866
=========== ===========
December 31, 1995
SERIES 9 SERIES 10
Land $ 1,099,659 $ 648,625
Land Improvements 167,424 56,777
Buildings 23,549,661 16,357,696
Furniture and Fixtures 888,379 343,848
Construction in Progress 0 0
----------- -----------
Properties, at Cost 25,705,123 17,406,946
Less: Accumulated Depreciation 1,301,928 719,972
----------- -----------
Properties, Net $24,403,195 $16,686,974
=========== ===========
December 31, 1994
SERIES 9 SERIES 10
Land $ 1,096,559 $ 648,625
Land Improvements 167,424 0
Buildings 17,796,021 14,993,949
Furniture and Fixtures 596,404 252,458
Construction in Progress 4,635,580 1,195,992
----------- -----------
Properties, at Cost 24,291,988 17,091,024
Less: Accumulated Depreciation 442,224 250,388
----------- -----------
Properties, Net $23,849,764 $16,840,636
=========== ===========
<PAGE>
Item 2 - Properties (continued):
A summary of the cost of the properties at December 31, 1996,
1995 and 1994 is as follows:
December 31, 1996
SERIES 11 TOTAL
Land $ 599,470 $ 5,941,683
Land Improvements 0 730,729
Buildings 14,291,880 139,500,659
Furniture and Fixtures 327,601 4,521,319
Construction in Progress 0 0
----------- ------------
Properties, at Cost 15,218,951 150,694,390
Less: Accumulated Depreciation 738,925 14,684,249
----------- ------------
Properties, Net $14,480,026 $136,010,141
=========== ============
December 31, 1995
SERIES 11 TOTAL
Land $ 606,221 $ 5,948,434
Land Improvements 0 811,281
Buildings 13,294,591 137,997,409
Furniture and Fixtures 264,287 4,344,654
Construction in Progress 535,974 866,751
----------- ------------
Properties, at Cost 14,701,073 149,968,529
Less: Accumulated Depreciation 205,821 9,477,344
----------- ------------
Properties, Net $14,495,252 $140,491,185
=========== ============
December 31, 1994
SERIES 11 TOTAL
Land $ 334,225 $ 5,752,654
Land Improvements 0 738,404
Buildings 2,053,535 113,617,583
Furniture and Fixtures 48,000 3,405,141
Construction in Progress 2,191,654 11,233,576
----------- ------------
Properties, at Cost 4,627,414 134,747,358
Less: Accumulated Depreciation 5,455 4,883,368
----------- ------------
Properties, Net $ 4,621,959 $129,863,990
=========== ============
<PAGE>
Item 3. Legal Proceedings
Gateway is not a party to any material pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
As of March 31, 1997, no matters were submitted to a vote of
security holders, through the solicitation of proxies or
otherwise.
PART II
Item 5. Market for the Registrant's Securities and Related
Security Holder Matters
(a) Gateway's Limited Partnership interests 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
Interests 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 Limited Partnership units are transferred.
The criteria for and the details regarding transfers
are found on pages A-28 and A-29 of the Limited
Partnership Agreement under ARTICLE XII under the
caption "Transfers of Units" found in the Prospectus,
which is incorporated herein by reference.
There have been no distributions to Limited Partner
investors from inception to date.
(b) Approximate Number of Equity Security Holders:
Number of Holders
Title of Class as of March 31, 1997
Limited Partner Interest 2,201
General Partner Interest 2
<PAGE>
Item 6. Selected Financial Data
FOR THE YEARS ENDED MARCH 31,:
1997 1996 1995
SERIES 7 ---- ---- ----
(Inception July 16, 1992)
Total Revenues $ 43,466 $ 54,373 $ 64,102
Net Loss (1,026,918) (1,014,650) (1,187,932)
Equity in Losses of
Project Partnerships (936,184) (936,257) (1,118,343)
Total Assets 5,218,302 6,203,282 7,167,131
Investments in Project
Partnerships 4,483,546 5,464,982 6,022,991
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 160.60 153.40 140.20
Portfolio Income (A) 9.80 9.60 8.90
Passive Loss (A) (113.20) (121.90) (131.60)
Net Loss (97.81) (96.63) (113.14)
1994 1993
---- ----
Total Revenues $ 83,225 $ 81,865
Net Loss (837,731) (96,497)
Equity in Losses of
Project Partnerships (783,073) (99,078)
Total Assets 8,485,924 10,887,894
Investments in Project
Partnerships 7,343,297 8,304,593
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 68.50 .00
Portfolio Income (A) 9.90 17.85
Passive Loss (A) (95.50) (34.97)
Net Loss (79.78) (15.23)
<PAGE>
FOR THE YEARS ENDED MARCH 31,:
1997 1996 1995
SERIES 8 ---- ---- ----
(Inception January 4, 1993)
Total Revenues $ 48,637 $ 46,431 $ 67,069
Net Loss (1,089,189) (1,201,546) (1,076,492)
Equity in Losses of
Project Partnerships (999,833) (1,110,855) (996,606)
Total Assets 5,451,625 6,480,200 7,853,765
Investments in Project
Partnerships 4,614,122 5,658,160 6,909,627
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 159.20 143.80 104.62
Portfolio Income (A) 8.90 8.00 9.50
Passive Loss (A) (138.30) (131.60) (125.50)
Net Loss (108.37) (119.55) (107.11)
1994 1993
---- ----
Total Revenues $ 142,722 $ 30,707
Net Income (Loss) (244,729) 21,501
Equity in Losses of
Project Partnerships (297,929) (3,411)
Total Assets 9,991,144 8,955,971
Investments in Project
Partnerships 8,229,829 1,873,651
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 21.60 .00
Portfolio Income (A) 17.10 .00
Passive Loss (A) (36.20) .00
Net Income (Loss) (24.35) 13.73
<PAGE>
FOR THE YEARS ENDED MARCH 31,:
1997 1996 1995
---- ---- ----
SERIES 9
(Inception September 30, 1993)
Total Revenues $ 25,848 $ 29,092 $ 56,756
Net Loss (557,202) (504,713) (290,577)
Equity in Losses of
Project Partnerships (506,807) (458,221) (271,414)
Total Assets 4,307,579 4,824,662 5,615,793
Investments in Project
Partnerships 3,848,367 4,397,301 4,901,634
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 153.30 143.10 50.40
Portfolio Income (A) 8.10 8.50 12.30
Passive Loss (A) (108.70) (102.70) (61.20)
Net Loss (88.20) (79.90) (46.00)
1994 1993
---- ----
Total Revenues $ 45,037 $ 0
Net Income 13,099 0
Equity in Losses of
Project Partnerships (15,788) 0
Total Assets 6,583,534 0
Investments in Project
Partnerships 4,825,074 0
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) .00 .00
Portfolio Income (A) 4.80 .00
Passive Loss (A) (4.80) .00
Net Income 4.15 .00
<PAGE>
FOR THE YEARS ENDED MARCH 31,:
1997 1996 1995
SERIES 10 ---- ---- ----
(Inception January 21, 1994)
Total Revenues $ 24,953 $ 27,591 $ 62,023
Net Loss (214,923) (189,034) (110,564)
Equity in Losses of
Project Partnerships (190,191) (167,857) (121,762)
Total Assets 4,006,856 4,203,400 4,537,644
Investments in Project
Partnerships 3,571,518 3,788,041 3,966,411
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 149.60 139.10 47.40
Portfolio Income (A) 8.88 8.80 18.70
Passive Loss (A) (79.00) (79.80) (39.30)
Net Loss (42.19) (37.11) (21.71)
1994 1993
---- ----
Total Revenues $ 15,622 $ 0
Net Income 10,369 0
Equity in Losses of
Project Partnerships (309) 0
Total Assets 5,754,711 0
Investments in Project
Partnerships 2,868,929 0
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) .00 .00
Portfolio Income (A) .00 .00
Passive Loss (A) .00 .00
Net Income 9.77 .00
<PAGE>
FOR THE YEARS ENDED MARCH 31,:
1997 1996 1995
SERIES 11 ---- ---- ----
(Inception April 29, 1994)
Total Revenues $ 30,465 $ 69,130 $ 158,326
Net Income (Loss) (196,029) (108,465) 136,410
Equity in Losses of
Project Partnerships (182,485) (134,308) (9,886)
Total Assets 4,487,039 4,962,767 5,619,288
Investments in Project
Partnerships 4,070,301 4,340,316 3,771,207
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) 57.50 32.70 .00
Portfolio Income (A) 11.00 20.70 24.40
Passive Loss (A) (57.50) (37.60) (2.40)
Net Income (Loss) (37.85) (20.94) 26.34
1994 1993
---- ----
Total Revenues $ 0 $ 0
Net Loss 0 0
Equity in Losses of
Project Partnerships 0 0
Total Assets 0 0
Investments in Project
Partnerships 0 0
Per Weighted Average Limited Partnership Unit:
Tax Credits (A) .00 .00
Portfolio Income (A) .00 .00
Passive Loss (A) .00 .00
Net Loss .00 .00
(A) The 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 July 16, 1992 with the first
admission of Limited Partners in Series 7. The proceeds from
Limited Partner investors' capital contributions available for
investment are used to acquire interests in Project
Partnerships. Project Partnership acquisitions and the status
of project operations are shown on the following table:
As of March 31, 1995
Under Recently Fully
Construction Completed Operating Totals
Series 7 - - 38 38
Series 8 5 3 35 43
Series 9 4 1 19 24
Series 10 3 2 10 15
Series 11 7 - 2 9
As of March 31, 1996
Under Recently Fully
Construction Completed Operating Totals
Series 7 - 1 38 39
Series 8 - 1 42 43
Series 9 - - 24 24
Series 10 - - 15 15
Series 11 2 2 8 12
As of March 31, 1997
Under Recently Fully
Construction Completed Operating Totals
Series 7 - - 39 39
Series 8 - - 43 43
Series 9 - - 24 24
Series 10 - - 15 15
Series 11 - - 12 12
As disclosed on the statement of operations for each
Series, except as described below, interest income is
comparable for the years ended March 31, 1997, March 31, 1996
and March 31, 1995. General and Administrative expenses -
General Partner and General and Administrative expenses -
Other for the year ended March 31, 1997 are comparable to
March 31, 1996 and March 31, 1995.
The capital resources of each Series are used to pay
General and Administrative operating costs including
personnel, supplies, data processing, travel and legal and
accounting associated with the administration and monitoring
of Gateway and the Project Partnerships. The capital
resources are also used to pay the Asset Management Fee due
the Managing General Partner, but only to the extent that
Gateway's remaining resources are sufficient to fund Gateway's
ongoing needs. (Payment of any Asset Management Fee unpaid at
the time Gateway sells its interests in the Project
Partnerships is subordinated to the investors' return of their
original capital contribution.)
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.
Series 7 - Gateway closed this series on October 16, 1992
after receiving $10,395,000 from 635 Limited Partner
investors. As of March 31, 1997, the series had invested
$7,732,089 in 39 Project Partnerships located in 14 states
containing 1,195 apartment units. Average occupancy of the
Project Partnerships was 97% at December 31, 1996.
Equity in losses of Project Partnerships decreased from
$1,118,343 for the year ended March 31, 1995 to $936,257 for
the year ended March 31, 1996 partially due to a reduction in
depreciation expense for three Project Partnerships' because
of an adjustment in the calculation method. Equity in losses
of Project Partnerships for the year ended March 31, 1997 of
$936,184 was 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 $1,625,748, $1,553,899 and
$1,647,762 for the periods ended December 31, 1996, 1995 and
1994, respectively.) As a result, management expects that
this Series, as well as the Series 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. However, one
Project Partnership experienced significant operating problems
worth noting.
A Project Partnership located in Bloomfifeld, Nebraska
experienced significant cash shortages from operations for the
years ending December 31, 1995 and December 31, 1996. In 1995
the average occupancy rate was 62% and in 1996 the average
occupancy rate was 76%. An occupancy rate of 90% is required
to breakeven. This occupancy problem was principally due to
a wage increase at a large local employer which pushed
potential tenant incomes above the compliance levels
established for tax credits. The management company continues
to make a significant effort to improve occupancy and the
local general partners loaned $60,000 to the Project
Partnership to cover the shortages, in accordance with their
guarantees. Management does not expect any material adverse
effect to Gateway from this Project Partnership.
At March 31, 1997, the Series had $267,980 of short-term
investments (Cash and Cash Equivalents). It also had $466,776
in Zero Coupon Treasuries with annual maturities providing
$47,000 in fiscal year 1998 increasing to $86,000 in fiscal
year 2008. 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 $1,026,918 for the year ending March 31, 1997.
However, after adjusting for Equity in Losses of Project
Partnerships of $936,184 and the changes in operating assets
and liabilities, net cash used in operating activities was
$50,721 of which $40,146 was the Asset Management Fee actually
paid. Cash provided by investing activities totaled $58,919
consisting of $27,181 in cash distributions from the Project
Partnerships and $35,342 from matured Zero Coupon Treasuries.
There were no unusual events or trends to describe.
Series 8 - Gateway closed this Series on June 28, 1993
after receiving $9,980,000 from 664 Limited Partner investors.
As of March 31, 1997, the series had invested $7,586,105 in 43
Project Partnerships located in 18 states containing 1,207
apartment units. Average occupancy of the Project
Partnerships was 95% at December 31, 1996.
Equity in losses of Project Partnerships increased from
$996,606 for the year ended March 31, 1995 to $1,110,855 for
the year ended March 31, 1996. This increase was due to
properties moving from the construction and rent-up phases to
becoming fully operational (7 from 1995 to 1996). Equity in
losses of Project Partnerships for the year ended March 31,
1997 of $999,833 was comparable to the year ended march 31,
1996. (These Project Partnerships reported depreciation and
amortization of $1,652,936, $1,521,763 and $1,269,512 for the
periods ended December 31, 1996, 1995 and 1994, respectively.)
Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which
meet projections.
At March 31, 1997, the Series had $396,038 of short-term
investments (Cash and Cash Equivalents). It also had $441,012
in Zero Coupon Treasuries with annual maturities providing
$42,000 in fiscal year 1998 increasing to $82,000 in fiscal
year 2008. 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 $1,089,189 for the year ending March 31, 1997.
However, after adjusting for Equity in Losses of Project
Partnerships of $999,833 and the changes in operating assets
and liabilities, net cash used in operating activities was
$36,238 of which $26,810 was the Asset Management Fee actually
paid. Cash provided by investing activities totaled $137,255
consisting of $29,050 received in cash distributions from the
Project Partnerships, $32,178 from matured Zero Coupon
Treasuries and a collection of the receivable from Project
Partnerships of $75,574. 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. There were no unusual events or trends to
describe.
Series 9 - Gateway closed this Series on September 30, 1993
after receiving $6,254,000 from 406 Limited Partner investors.
As of March 31, 1997, the series had invested $4,914,116 in 24
Project Partnerships located in 11 states containing 624
apartment units. Average occupancy of the Project
Partnerships was 96% at December 31, 1996.
Equity in losses of Project Partnerships increased from
$271,414 for the year ended March 31, 1995 to $458,221 for the
year ended March 31, 1996 to $506,807 for the year ended March
31, 1997. These increases were due to properties moving from
the construction phase and rent-up phases to fully operating
phases. (These Project Partnerships reported depreciation and
amortization of $913,666, $863,953, and $418,865 for the years
ended December 31, 1996, 1995 and 1994, respectively.)
Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which
meet projections.
At March 31, 1997, the Series had $161,813 of short-term
investments (Cash and Cash Equivalents). It also had $297,399
in Zero Coupon Treasuries with annual maturities providing
$28,000 in fiscal year 1998 increasing to $47,000 in fiscal
year 2009. 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
net loss of $557,202 for the period ending March 31, 1997.
After adjusting for Equity in Losses of Project Partnerships
of $506,807 and the changes in operating assets and
liabilities, net cash used in operating activities was $17,325
of which $8,709 was the Asset Management Fee actually paid.
Cash provided by investing activities totaled $66,886
consisting of $16,934 received in cash distributions from the
Project Partnerships and $23,331 from matured Zero Coupon
Treasuries, collection of $8,545 receivables from Project
Partnerships and $18,076 from the reductions in amounts
invested in two Project Partnerships. 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. There were no unusual events or
trends to describe.
Series 10 - Gateway closed this Series on January 21, 1994
after receiving $5,043,000 from 325 Limited Partner investors.
As of March 31, 1997, the series had invested $3,914,672 in 15
Project Partnerships located in 10 states containing 409
apartment units. Average occupancy of the Project
Partnerships was 96% at December 31, 1996.
Equity in losses of Project Partnerships increased from
$121,762 for the year ended March 31, 1995 to $167,857 for the
year ended March 31, 1996 to $190,191 for the year ended March
31, 1997 as properties were acquired and placed in service.
(These Project Partnerships reported depreciation and
amortization of $516,816, $475,696 and $248,379 for the years
ended December 31, 1996, 1995, and 1994 respectively.)
Overall management believes the Project Partnerships are
operating as expected and are generating tax credits which
meet projections.
At March 31, 1997, the Series had $199,743 of short-term
investments (Cash and Cash Equivalents). It also had $235,595
in Zero Coupon Treasuries with annual maturities providing
$22,000 in fiscal year 1998 increasing to $40,000 in fiscal
year 2010. 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
net loss of $214,923 for the year ending March 31, 1997.
After adjusting for Equity in Losses of Project Partnerships
of $190,191 and the changes in operating assets and
liabilities, net cash used in operating activities was $13,512
of which $12,141 was the Asset Management Fee actually paid.
Cash provided by investing activities totaled $50,679
consisting of $20,494 received in cash distributions from the
Project Partnerships, $17,126 from matured Zero Coupon
Treasuries and the collection of the Receivable from Project
Partnerships of $13,059. 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. There were no unusual events or trends to
describe.
Series 11 - Gateway closed this Series on April 29, 1994
after receiving $5,127,000 from 330 Limited investors. As of
March 31, 1997 the series had invested $4,128,042 in 12
Project Partnerships located in 7 states containing 361
apartments. Average occupancy of the Project Partnerships was
96% at December 31, 1996.
Equity in losses of Project Partnerships increased from
$9,886 for the period ended March 31, 1995 to $134,308 for the
year ended March 31, 1996 to $182,485 for the year ended March
31, 1997 due to the number of properties moving from the
construction and rent-up phases to fully operational. (These
Project Partnerships reported depreciation and amortization of
$537,223, $198,591 and $5,747 for the periods ended December
31, 1996, 1995 and 1994.) Overall management believes the
Project Partnerships are operating as expected and are
generating tax credits which meet projections.
At March 31, 1997, the Series had $169,385 of short-term
investments (Cash and Cash Equivalents). It also had $247,353
in Zero Coupon Treasuries with annual maturities providing
$21,000 in fiscal year 1998 increasing to $44,000 in fiscal
year 2010. 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 operations interest income
decreased from $158,326 for the eleven months ended March 31,
1995 to $69,130 for the year ended March 31, 1996 to $30,465
for the year ended March 31, 1997 due to the lowering of the
average cash balance available for investment. General and
Administrative expenses - General Partner and General and
Administrative - Other were comparable for the years ended
March 31, 1997 and 1996, however these expenses increased from
the period ended March 31, 1995 as that period consisted of
only eleven months and only two Project Partnerships were
fully operating.
As disclosed on the statement of cash flows, the Series had
net loss of $196,029 for the year ending March 31, 1997.
After adjusting for Equity in Losses of Project Partnerships
of $182,485 and the changes in operating assets and
liabilities, net cash used in operating activities was $21,298
of which $20,342 was the Asset Management Fee actually paid.
Cash used in investing activities totaled $174,344 and was
primarily used for the purchase of Investments in Project
Partnerships while $16,951 was received from matured Zero
Coupon Treasures and $5,095 received in cash distributions
from Project Partnerships. 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. There were no unusual events or trends to
describe.
Item 8. Financial Statements and Supplementary Data
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Partners of Gateway Tax Credit Fund III Ltd.
We have audited the accompanying balance sheets of each of
the five Series (Series 7 through 11) constituting Gateway Tax
Credit Fund III Ltd. (a Florida Limited Partnership) as of
March 31, 1997 and 1996 and the related statements of
operations, partners' equity, and cash flows of each of the
five Series for each of the periods presented. 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 III Ltd.
for each of the periods presented, the investments in which
are recorded using the equity method of accounting. The
investments in these partnerships represent the following
percentages of the Partnership's assets and the total
investment in Project Partnerships as of March 31, 1997 and
1996 and the equity in their losses for each of the periods
indicated:
Investments Assets
March 31, March 31,
1997 1996 1997 1996
Series 7 67% 56% 58% 49%
Series 8 60% 59% 51% 52%
Series 9 47% 45% 42% 41%
Series 10 61% 59% 54% 53%
Series 11 85% 29% 77% 25%
Partnership Loss
Year Ended March 31,
1997 1996 1995
Series 7 63% 54% 60%
Series 8 53% 59% 51%
Series 9 24% 20% 10%
Series 10 20% 28% 15%
Series 11 93% 70% 0%
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 7 through 11) constituting
Gateway Tax Credit Fund III Ltd. as of March 31, 1997 and
1996, and the results of their operations and their cash flows
for each of the periods presented, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
schedules listed under Item 14(a)(2) in the index are
presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic
financial statements. These schedules have been subjected to
the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, based on our audits
and the reports of other auditors, fairly state in all
material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as
a whole.
/s/ Spence Marston, Bunch, Morris & Co.
SPENCE, MARSTON, BUNCH, MORRIS & CO.
Certified Public Accountants
Clearwater, Florida
June 20, 1997
<PAGE>
PART I - Financial Information
Item 1. Financial Statements
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- -----------
SERIES 7
ASSETS
Current Assets:
Cash and Cash Equivalents $ 267,980 $ 259,782
Investments in Securities 44,933 42,189
Receivable from Project Partnerships 0 0
----------- -----------
Total Current Assets 312,913 301,971
Investments in Securities 421,843 436,329
Investments in Project
Partnerships, Net 4,483,546 5,464,982
----------- -----------
Total Assets $5,218,302 $6,203,282
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 54,499 $ 53,005
Payable to Project Partnerships 0 0
----------- -----------
54,499 53,005
Long-Term Liabilities:
Payable to General Partners 179,733 139,289
Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 5,025,507 6,042,156
General Partners (41,437) (31,168)
----------- -----------
Total Partners' Equity 4,984,070 6,010,988
----------- -----------
Total Liabilities and
Partners' Equity $5,218,302 $6,203,282
=========== ===========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 8
ASSETS
Current Assets:
Cash and Cash Equivalents $ 396,038 $ 295,021
Investments in Securities 40,189 37,407
Receivable from Project Partnerships 453 76,027
----------- -----------
Total Current Assets 436,680 408,455
Investments in Securities 400,823 413,585
Investments in Project
Partnerships, Net 4,614,122 5,658,160
----------- -----------
Total Assets $5,451,625 $6,480,200
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 42,185 $ 43,617
Payable to Project Partnerships 0 0
----------- -----------
42,185 43,617
Long-Term Liabilities:
Payable to General Partners 217,295 155,249
Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 5,227,849 6,306,146
General Partners (35,704) (24,812)
----------- -----------
Total Partners' Equity 5,192,145 6,281,334
----------- -----------
Total Liabilities and
Partners' Equity $5,451,625 $6,480,200
=========== ===========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 9
ASSETS
Current Assets:
Cash and Cash Equivalents $ 161,813 $ 112,252
Investments in Securities 26,879 25,978
Receivable from Project Partnerships 0 8,545
----------- -----------
Total Current Assets 188,692 146,775
Investments in Securities 270,520 280,586
Investments in Project
Partnerships, Net 3,848,367 4,397,301
----------- -----------
Total Assets $4,307,579 $4,824,662
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 24,250 $ 25,016
Payable to Project Partnerships 0 0
----------- -----------
24,250 25,016
Long-Term Liabilities:
Payable to General Partners 119,002 78,117
Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 4,177,521 4,729,151
General Partners (13,194) (7,622)
----------- -----------
Total Partners' Equity 4,164,327 4,721,529
----------- -----------
Total Liabilities and
Partners' Equity $4,307,579 $4,824,662
=========== ===========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 10
ASSETS
Current Assets:
Cash and Cash Equivalents $ 199,743 $ 162,576
Investments in Securities 20,995 19,125
Receivable from Project Partnerships 0 13,059
----------- ----------
Total Current Assets 220,738 194,760
Investments in Securities 214,600 220,599
Investments in Project
Partnerships, Net 3,571,518 3,788,041
----------- -----------
Total Assets $4,006,856 $4,203,400
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 28,072 $ 28,549
Payable to Project Partnerships 7,712 7,713
----------- -----------
35,784 36,262
Long-Term Liabilities:
Payable to General Partners 37,184 18,327
Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 3,938,729 4,151,503
General Partners (4,841) (2,692)
----------- -----------
Total Partners' Equity 3,933,888 4,148,811
----------- -----------
Total Liabilities and
Partners' Equity $4,006,856 $4,203,400
=========== ===========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
SERIES 11
ASSETS
Current Assets:
Cash and Cash Equivalents $ 169,385 $ 365,027
Investments in Securities 19,915 18,995
Receivable from Project Partnerships 0 8,250
----------- -----------
Total Current Assets 189,300 392,272
Investments in Securities 227,438 230,179
Investments in Project
Partnerships, Net 4,070,301 4,340,316
----------- -----------
Total Assets $4,487,039 $4,962,767
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 27,882 $ 32,148
Payable to Project Partnerships 0 279,887
----------- -----------
27,882 312,035
Long-Term Liabilities:
Payable to General Partners 8,161 3,707
Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 4,452,477 4,646,546
General Partners (1,481) 479
----------- -----------
Total Partners' Equity 4,450,996 4,647,025
----------- -----------
Total Liabilities and
Partners' Equity $4,487,039 $4,962,767
=========== ===========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
MARCH 31, 1997 AND 1996
1997 1996
----------- ----------
TOTAL SERIES 7 - 11
ASSETS
Current Assets:
Cash and Cash Equivalents $ 1,194,959 $ 1,194,658
Investments in Securities 152,911 143,694
Receivable from Project Partnerships 453 105,881
------------ ------------
Total Current Assets 1,348,323 1,444,233
Investments in Securities 1,535,224 1,581,278
Investments in Project
Partnerships, Net 20,587,854 23,648,800
------------ ------------
Total Assets $23,471,401 $26,674,311
============ ============
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Payable to General Partners $ 176,888 $ 182,335
Payable to Project Partnerships 7,712 287,600
------------ ------------
184,600 469,935
Long-Term Liabilities:
Payable to General Partners 561,375 394,689
Partners' Equity:
Limited Partners (10,395 units for
Series 7, 9,980 for Series 8,
6,254 for Series 9, 5,043 for
Series 10 and 5,127 for Series 11
at March 31, 1997 and 1996) 22,822,083 25,875,502
General Partners (96,657) (65,815)
------------ ------------
Total Partners' Equity 22,725,426 25,809,687
------------ ------------
Total Liabilities and
Partners' Equity $23,471,401 $26,674,311
============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
SERIES 7 ----------- ---------- -----------
Revenue:
Interest Income $ 43,466 $ 54,373 $ 64,102
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 80,591 79,980 77,926
General and Administrative-
General Partner 12,039 11,913 14,417
General and Administrative-
Other 19,895 18,825 19,316
Amortization 21,675 22,048 22,032
------------ ------------ -----------
Total Expenses 134,200 132,766 133,691
------------ ------------ -----------
Loss Before Equity in Losses of
Project Partnerships (90,734) (78,393) (69,589)
Equity in Losses of Project
Partnerships (936,184) (936,257) (1,118,343)
------------ ------------ ------------
Net Loss $(1,026,918) $(1,014,650) $(1,187,932)
============ ============ ============
Allocation of Net Loss:
Limited Partners $(1,016,649) $(1,004,503) $(1,176,053)
General Partners (10,269) (10,147) (11,879)
------------ ------------ ------------
$(1,026,918) $(1,014,650) $(1,187,932)
============ ============ ============
Net Loss Per Number of
Limited Partnership Units $ (97.80) $ (96.63) $ (113.14)
Number of Limited Partnership
Units Outstanding 10,395 10,395 10,395
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
SERIES 8 ----------- ---------- -----------
Revenues:
Interest Income $ 48,637 $ 46,431 $ 67,069
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 88,857 88,183 88,179
General and Administrative-
General Partner 13,275 13,312 16,301
General and Administrative-
Other 21,160 20,633 22,284
Amortization 14,701 14,994 20,191
------------ ------------ -----------
Total Expenses 137,993 137,122 146,955
------------ ------------ ------------
Loss Before Equity in Losses of
Project Partnerships (89,356) (90,691) (79,886)
Equity in Losses of Project
Partnerships (999,833) (1,110,855) (996,606)
------------ ------------ ------------
Net Loss $(1,089,189) $(1,201,546) $(1,076,492)
============ ============ ============
Allocation of Net Loss:
Limited Partners $(1,078,297) $(1,189,531) $(1,065,727)
General Partners (10,892) (12,015) (10,765)
------------ ------------ ------------
$(1,089,189) $(1,201,546) $(1,076,492)
============ ============ ============
Net Loss Per Number of
Limited Partnership Units $ (108.37) $ (119.55) $ (107.11)
Number of Limited Partnership
Units Outstanding 9,950 9,950 9,950
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
SERIES 9 ----------- ---------- -----------
Revenues:
Interest Income $ 25,848 $ 29,092 $ 56,756
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 49,594 49,218 48,802
General and Administrative-
General Partner 7,410 7,430 8,762
General and Administrative-
Other 12,122 11,819 13,118
Amortization 7,117 7,117 5,237
------------ ------------ -----------
Total Expenses 76,243 75,584 75,919
------------ ------------ ------------
Loss Before Equity in Losses of
Project Partnerships (50,395) (46,492) (19,163)
Equity in Losses of Project
Partnerships (506,807) (458,221) (271,414)
------------ ------------ ------------
Net Loss $ (557,202) $ (504,713) $ (290,577)
============ ============ ============
Allocation of Net Loss:
Limited Partners $ (551,630) $ (499,666) $ (287,671)
General Partners (5,572) (5,047) (2,906)
------------ ------------ ------------
$ (557,202) $ (504,713) $ (290,577)
============ ============ ============
Net Loss Per Number of
Limited Partnership Units $ (88.20) $ (79.90) $ (46.00)
Number of Limited Partnership
Units Outstanding 6,254 6,254 6,254
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
SERIES 10 ----------- ---------- ----------
Revenues:
Interest Income $ 24,953 $ 27,591 $ 62,023
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 30,997 30,761 30,760
General and Administrative-
General Partner 4,630 4,641 4,804
General and Administrative-
Other 8,221 7,529 8,481
Amortization 5,837 5,837 6,780
------------ ------------ -----------
Total Expenses 49,685 48,768 50,825
------------ ------------ ------------
Loss Before Equity in Losses of
Project Partnerships (24,732) (21,177) 11,198
Equity in Losses of Project
Partnerships (190,191) (167,857) (121,762)
------------ ------------ ------------
Net Loss $ (214,923) $ (189,034) $ (110,564)
============ ============ ============
Allocation of Net Loss:
Limited Partners $ (212,774) $ (187,144) $ (109,458)
General Partners (2,149) (1,890) (1,106)
------------ ------------ ------------
$ (214,923) $ (189,034) $ (110,564)
============ ============ ============
Net Loss Per Number of
Limited Partnership Units $ (42.19) $ (37.11) $ (21.71)
Number of Limited Partnership
Units Outstanding 5,043 5,043 5,043
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
SERIES 11 ----------- ---------- -----------
(Eleven
Months)
Revenues:
Interest Income $ 30,465 $ 69,130 $ 158,326
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 24,797 24,609 5,805
General and Administrative-
General Partner 3,702 3,654 1,084
General and Administrative-
Other 8,322 7,475 3,576
Amortization 7,188 7,549 1,565
------------ ------------ -----------
Total Expenses 44,009 43,287 12,030
------------ ------------ ------------
Income (Loss) Before Equity in Losses of
Project Partnerships (13,544) 25,843 146,296
Equity in Losses of Project
Partnerships (182,485) (134,308) (9,886)
------------ ------------ ------------
Net Income (Loss) $ (196,029) $ (108,465) $ 136,410
============ ============ ============
Allocation of Net Income (Loss):
Limited Partners $ (194,069) $ (107,380) $ 135,046
General Partners (1,960) (1,085) 1,364
------------ ------------ ------------
$ (196,029) $ (108,465) $ 136,410
============ ============ ============
Net Income (Loss) Per Number of
Limited Partnership Units $ (37.85) $ (20.94) $ 26.34
Number of Limited Partnership
Units Outstanding 5,127 5,127 5,127
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31,
1997 1996 1995
TOTAL SERIES 7-11 ----------- ---------- -----------
Revenues:
Interest Income $ 173,369 $ 226,617 $ 408,276
------------ ------------ -----------
Expenses:
Asset Management Fee-
General Partner 274,836 272,751 251,472
General and Administrative-
General Partner 41,056 40,950 45,368
General and Administrative-
Other 69,720 66,281 66,775
Amortization 56,518 57,545 55,805
------------ ------------ -----------
Total Expenses 442,130 437,527 419,420
------------ ------------ ------------
Loss Before Equity in Losses of
Project Partnerships (268,761) (210,910) (11,144)
Equity in Losses of Project
Partnerships (2,815,500) (2,807,498) (2,518,011)
------------ ------------ ------------
Net Loss $(3,084,261) $(3,018,408) $(2,529,155)
============ ============ ============
Allocation of Net Loss:
Limited Partners $(3,053,419) $(2,988,224) $(2,503,863)
General Partners (30,842) (30,184) (25,292)
------------ ------------ ------------
$(3,084,261) $(3,018,408) $(2,529,155)
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
Limited General
Partners Partners Total
SERIES 7 ----------- ----------- -----------
(Inception July 16, 1992)
Balance at
March 31, 1994 $ 8,222,712 $ (9,092) $ 8,213,620
Capital Contributions 0 (50) (50)
Offering and
Commission Costs 0 0 0
Net Loss (1,176,053) (11,879) (1,187,932)
------------ ---------- ------------
Balance at
March 31, 1995 7,046,659 (21,021) 7,025,638
Distributions 0 0 0
Net Loss (1,004,503) (10,147) (1,014,650)
------------ ---------- ------------
Balance at
March 31, 1996 6,042,156 (31,168) 6,010,988
Net Loss (1,016,649) (10,269) (1,026,918)
------------ ---------- ------------
Balance at
March 31, 1997 $ 5,025,507 $ (41,437) $ 4,984,070
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
Limited General
Partners Partners Total
SERIES 8 ----------- ----------- -----------
(Inception January 4, 1993)
Balance at
March 31, 1994 $ 8,561,404 $ (1,982) $ 8,559,422
Capital Contributions 0 (50) (50)
Offering and
Commission Costs 0 0 0
Net Loss (1,065,727) (10,765) (1,076,492)
------------ ---------- ------------
Balance at
March 31, 1995 7,495,677 (12,797) 7,482,880
Distributions 0 0 0
Net Loss (1,189,531) (12,015) (1,201,546)
------------ ---------- ------------
Balance at
March 31, 1996 6,306,146 (24,812) 6,281,334
Net Loss (1,078,297) (10,892) (1,089,189)
------------ ---------- ------------
Balance at
March 31, 1997 $ 5,227,849 $ (35,704) $ 5,192,145
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
Limited General
Partners Partners Total
SERIES 9 ----------- ----------- -----------
(Inception September 30, 1993)
Balance at
March 31, 1994 $ 5,516,488 $ 381 $ 5,516,869
Capital Contributions 0 (50) (50)
Offering and
Commission Costs 0 0 0
Net Loss (287,671) (2,906) (290,577)
------------ ---------- ------------
Balance at
March 31, 1995 5,228,817 (2,575) 5,226,242
Distributions 0 0 0
Net Loss (499,666) (5,047) (504,713)
------------ ---------- ------------
Balance at
March 31, 1996 4,729,151 (7,622) 4,721,529
Net Loss (551,630) (5,572) (557,202)
------------ ---------- ------------
Balance at
March 31, 1997 $ 4,177,521 $ (13,194) $ 4,164,327
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
Limited General
Partners Partners Total
SERIES 10 ----------- ----------- -----------
(Inception January 21, 1994)
Balance at
March 31, 1994 $ 4,448,105 $ 354 $ 4,448,459
Capital Contributions 0 (50) (50)
Offering and
Commission Costs 0 0 0
Net Loss (109,458) (1,106) (110,564)
------------ ---------- ------------
Balance at
March 31, 1995 4,338,647 (802) 4,337,845
Distributions 0 0 0
Net Loss (187,144) (1,890) (189,034)
------------ ---------- ------------
Balance at
March 31, 1996 4,151,503 (2,692) 4,148,811
Net Loss (212,774) (2,149) (214,923)
------------ ---------- ------------
Balance at
March 31, 1997 $ 3,938,729 $ (4,841) $ 3,933,888
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
Limited General
Partners Partners Total
SERIES 11 ----------- ----------- -----------
(Inception April 29, 1994)
Balance at
March 31, 1994 $ 0 $ 0 $ 0
Capital Contributions 5,127,000 200 5,127,200
Offering and
Commission Costs (461,430) 0 (461,430)
Net Income 135,046 1,364 136,410
------------ ---------- ------------
Balance at
March 31, 1995 4,800,616 1,564 4,802,180
Distributions (46,690) 0 (46,690)
Net Loss (107,380) (1,085) (108,465)
------------ ---------- ------------
Balance at-
March 31, 1996 4,646,546 479 4,647,025
Net Loss (194,069) (1,960) (196,029)
------------ ---------- ------------
Balance at
March 31, 1997 $ 4,452,477 $ (1,481) $ 4,450,996
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
Limited General
Partners Partners Total
TOTAL SERIES 7-11 ----------- ----------- -----------
Balance at
March 31, 1994 $26,748,709 $ (10,339) $26,738,370
Capital Contributions 5,127,000 0 5,127,000
Offering and
Commission Costs (461,430) 0 (461,430)
Net Loss (2,503,863) (25,292) (2,529,155)
------------ ---------- ------------
Balance at
March 31, 1995 28,910,416 (35,631) 28,874,785
Distributions (46,690) 0 (46,690)
Net Loss (2,988,224) (30,184) (3,018,408)
------------ ---------- ------------
Balance at
March 31, 1996 25,875,502 (65,815) 25,809,687
Net Loss (3,053,419) (30,842) (3,084,261)
------------ ---------- ------------
Balance at
March 31, 1997 $22,822,083 $ (96,657) $22,725,426
============ ========== ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
SERIES 7 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $(1,026,918) $(1,014,650) $(1,187,932)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization 21,675 22,048 22,032
Accreted Interest Income
on Investments in
Securities (32,259) (32,064) (31,630)
Equity in Losses of
Project Partnerships 936,184 936,257 1,118,343
Interest Income from Redemption
of Securities 8,658 5,751 3,317
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 41,939 50,803 44,802
------------ ------------ ---------
Net Cash Provided by
(Used in) Operating
Activities (50,721) (31,855) (31,068)
------------ ------------ ---------
Cash Flows from Investing Activities:
Investments in Project
Partnerships (3,332) (421,183) 167,821
(Increase) Decrease in
Receivable from
Project Partnerships 0 0 51,367
Acquisition Fees and
Expenses (272) (2,142) 0
Distributions Received from
Project Partnerships 27,181 23,027 12,112
Redemption of Investment
in Securities 35,342 35,249 34,683
Purchase of Investments
in Securities 0 0 0
(Increase) Decrease in Payable to:
General Partners -
Acquisition Fees 0 0 0
Project Partnerships -
Capital Contributions 0 0 (174,865)
------------ ------------ ---------
Net Cash Provided by
(Used in) Investing
Activities 58,919 (365,049) 91,118
------------ ------------ ---------
<PAGE>
Cash Flows from Financing Activities:
(Increase) Decrease in
Receivable from Other
Series 0 0 0
Increase (Decrease) in
Payable to Other
Series 0 0 (750)
Capital Contributions 0 0 (50)
Distributions 0 0 0
Offering and
Commission Costs 0 0 0
------------ ------------ -----------
Net Cash Provided by
(Used in) Financing
Activities 0 0 (800)
------------ ------------ ---------
Increase (Decrease) in Cash and
Cash Equivalents 8,198 (396,904) 59,250
Cash and Cash Equivalents at
Beginning of Year 259,782 656,686 597,436
------------ ------------ ---------
Cash and Cash Equivalents at
End of Year $ 267,980 $ 259,782 $ 656,686
============ ============ =========
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
SERIES 8 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $(1,089,189) $(1,201,546) $(1,076,492)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization 14,701 14,994 20,191
Accreted Interest Income
on Investments in
Securities (29,020) (28,902) (28,567)
Equity in Losses of
Project Partnerships 999,833 1,110,855 996,606
Interest Income from Redemption
of Securities 6,822 4,431 2,366
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 60,615 69,381 73,370
------------ ------------ ------------
Net Cash Provided by
(Used in) Operating
Activities (36,238) (30,787) (12,526)
------------ ------------ ------------
Cash Flows from Investing Activities:
Investments in Project
Partnerships 453 107,457 296,218
(Increase) Decrease in
Receivable from
Project Partnerships 75,574 65,112 (119,890)
Acquisition Fees and
Expenses 0 0 (41)
Distributions Received from
Project Partnerships 29,050 18,162 7,228
Redemption of Investment
in Securities 32,178 32,569 31,634
Purchase of Investments
in Securities 0 0 0
(Increase) Decrease in Payable to:
General Partners -
Acquisition Fees 0 0 0
Project Partnerships -
Capital Contributions 0 (241,400) (1,134,208)
------------ ------------ ------------
Net Cash Provided by
(Used in) Investing
Activities 137,255 (18,100) (919,059)
------------ ------------ ------------
<PAGE>
Cash Flows from Financing Activities:
(Increase) Decrease in
Receivable from Other
Series 0 0 250
Increase (Decrease) in
Payable to Other
Series 0 0 0
Capital Contributions 0 0 (50)
Distributions 0 0 0
Offering and
Commission Costs 0 0 0
------------ ------------ ------------
Net Cash Provided by
(Used in) Financing
Activities 0 0 200
------------ ------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents 101,017 (48,887) (931,385)
Cash and Cash Equivalents at
Beginning of Year 295,021 343,908 1,275,293
------------ ------------ ------------
Cash and Cash Equivalents at
End of Year $ 396,038 $ 295,021 $ 343,908
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
SERIES 9 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $ (557,202) $ (504,713) $ (290,577)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization 7,117 7,117 5,237
Accreted Interest Income
on Investments in
Securities (17,836) (17,906) (18,360)
Equity in Losses of
Project Partnerships 506,807 458,221 271,414
Interest Income from Redemption
of Securities 3,669 2,190 1,501
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 40,120 46,588 40,839
------------ ------------ ------------
Net Cash Provided by
(Used in) Operating
Activities (17,325) (8,503) 10,054
------------ ------------ ------------
Cash Flows from Investing Activities:
Investments in Project
Partnerships 18,076 29,737 (327,685)
(Increase) Decrease in
Receivable from
Project Partnerships 8,545 5,837 (14,382)
Acquisition Fees and
Expenses 0 (5,124) (29,553)
Distributions Received from
Project Partnerships 16,934 14,385 4,024
Redemption of Investment
in Securities 23,331 22,810 33,499
Purchase of Investments
in Securities 0 0 0
(Increase) Decrease in Payable to:
General Partners -
Acquisition Fees 0 0 0
Project Partnerships -
Capital Contributions 0 (333,006) (717,953)
------------ ------------ ------------
Net Cash Provided by
(Used in) Investing
Activities 66,886 (265,361) (1,052,050)
------------ ------------ ------------
<PAGE>
Cash Flows from Financing Activities:
(Increase) Decrease in
Receivable from Other
Series 0 0 250
Increase (Decrease) in
Payable to Other
Series 0 0 0
Capital Contributions 0 0 (50)
Distributions 0 0 0
Offering and
Commission Costs 0 0 0
------------ ------------ ------------
Net Cash Provided by
(Used in) Financing
Activities 0 0 200
------------ ------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents 49,561 (273,864) (1,041,796)
Cash and Cash Equivalents at
Beginning of Year 112,252 386,116 1,427,912
------------ ------------ ------------
Cash and Cash Equivalents at
End of Year $ 161,813 $ 112,252 $ 386,116
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
SERIES 10 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $ (214,923) $ (189,034) $ (110,564)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization 5,837 5,837 6,780
Accreted Interest Income
on Investments in
Securities (15,871) (15,771) (14,881)
Equity in Losses of
Project Partnerships 190,191 167,857 121,762
Interest Income from Redemption
of Securities 2,874 1,605 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 18,380 11,602 6,174
------------ ------------ ------------
Net Cash Provided by
(Used in) Operating
Activities (13,512) (17,904) 9,271
------------ ------------ ------------
Cash Flows from Investing Activities:
Investments in Project
Partnerships 0 (13,737) (1,182,617)
(Increase) Decrease in
Receivable from
Project Partnerships 13,059 (1,910) (11,149)
Acquisition Fees and
Expenses 0 (489) (45,517)
Distributions Received from
Project Partnerships 20,494 18,902 2,110
Redemption of Investment
in Securities 17,126 16,395 0
Purchase of Investments
in Securities 0 0 0
(Increase) Decrease in Payable to:
General Partners -
Acquisition Fees 0 0 0
Project Partnerships -
Capital Contributions 0 (156,812) (1,112,627)
------------ ------------ ------------
Net Cash Provided by
(Used in) Investing
Activities 50,679 (137,651) (2,349,800)
------------ ------------ ------------
<PAGE>
Cash Flows from Financing Activities:
(Increase) Decrease in
Receivable from Other
Series 0 0 250
Increase (Decrease) in
Payable to Other
Series 0 0 0
Capital Contributions 0 0 (50)
Distributions 0 0 0
Offering and
Commission Costs 0 0 0
------------ ------------ ------------
Net Cash Provided by
(Used in) Financing
Activities 0 0 200
------------ ------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents 37,167 (155,555) (2,340,329)
Cash and Cash Equivalents at
Beginning of Year 162,576 318,131 2,658,460
------------ ------------ ------------
Cash and Cash Equivalents at
End of Year $ 199,743 $ 162,576 $ 318,131
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
SERIES 11 ----------- --------- ---------
(Eleven
Months)
Cash Flows from Operating Activities:
Net Loss $ (196,029) $ (108,465) $ 136,410
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization 7,188 7,549 1,565
Accreted Interest Income
on Investments in
Securities (18,178) (17,977) (14,134)
Equity in Losses of
Project Partnerships 182,485 134,308 9,886
Interest Income from Redemption
of Securities 3,049 1,657 0
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 187 (30,192) 3,578
------------ ------------ ------------
Net Cash Provided by
(Used in) Operating
Activities (21,298) (13,120) 137,305
------------ ------------ ------------
Cash Flows from Investing Activities:
Investments in Project
Partnerships 75,425 (601,857) (3,601,610)
(Increase) Decrease in
Receivable from
Project Partnerships 8,250 (8,250) 0
Acquisition Fees and
Expenses (178) (109,109) (181,048)
Distributions Received from
Project Partnerships 5,095 0 0
Redemption of Investment
in Securities 16,951 16,343 0
Purchase of Investments
in Securities 0 0 (235,064)
(Increase) Decrease in Payable to:
General Partners -
Acquisition Fees 0 0 62,470
Project Partnerships -
Capital Contributions (279,887) (471,174) 751,061
------------ ------------ ------------
Net Cash Provided by
(Used in) Investing
Activities (174,344) (1,174,047) (3,204,191)
------------ ------------ ------------
<PAGE>
Cash Flows from Financing Activities:
(Increase) Decrease in
Receivable from Other
Series 0 0 0
Increase (Decrease) in
Payable to Other
Series 0 0 0
Capital Contributions 0 0 5,127,200
Distributions 0 (46,690) 0
Offering and
Commission Costs 0 0 (461,430)
------------ ------------ ------------
Net Cash Provided by
(Used in) Financing
Activities 0 (46,690) 4,665,770
------------ ------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents (195,642) (1,233,857) 1,598,884
Cash and Cash Equivalents at
Beginning of Year 365,027 1,598,884 0
------------ ------------ ------------
Cash and Cash Equivalents at
End of Year $ 169,385 $ 365,027 $ 1,598,884
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1997, 1996 AND 1995:
1997 1996 1995
TOTAL SERIES 7-11 ----------- --------- ---------
Cash Flows from Operating Activities:
Net Loss $(3,084,261) $(3,018,408) $(2,529,155)
Adjustments to Reconcile
Net Loss to Net Cash
Provided by (Used in)
Operating Activities:
Amortization 56,518 57,545 55,805
Accreted Interest Income
on Investments in
Securities (113,164) (112,620) (107,572)
Equity in Losses of
Project Partnerships 2,815,500 2,807,498 2,518,011
Interest Income from Redemption
of Securities 25,072 15,634 7,184
Changes in Operating Assets
and Liabilities:
Increase in Payable to
General Partners 161,241 148,182 168,763
------------ ------------ ------------
Net Cash Provided by
(Used in) Operating
Activities (139,094) (102,169) 113,036
------------ ------------ ------------
Cash Flows from Investing Activities:
Investments in Project
Partnerships 90,622 (899,583) (4,647,873)
(Increase) Decrease in
Receivable from
Project Partnerships 105,428 60,789 (94,054)
Acquisition Fees and
Expenses (450) (116,864) (256,159)
Distributions Received from
Project Partnerships 98,754 74,476 25,474
Redemption of Investment
in Securities 124,928 123,366 99,816
Purchase of Investments
in Securities 0 0 (235,064)
(Increase) Decrease in Payable to:
General Partners -
Acquisition Fees 0 0 62,470
Project Partnerships -
Capital Contributions (279,887) (1,202,392) (2,388,592)
------------ ------------ ------------
Net Cash Provided by
(Used in) Investing
Activities 139,395 (1,960,208) (7,433,982)
------------ ------------ ------------
<PAGE>
Cash Flows from Financing Activities:
(Increase) Decrease in
Receivable from Other
Series 0 0 750
Increase (Decrease) in
Payable to Other
Series 0 0 (750)
Capital Contributions 0 0 5,127,000
Distributions 0 (46,690) 0
Offering and
Commission Costs 0 0 (461,430)
------------ ------------ ------------
Net Cash Provided by
(Used in) Financing
Activities 0 (46,690) 4,665,570
------------ ------------ ------------
Increase (Decrease) in Cash and
Cash Equivalents 301 (2,109,067) (2,655,376)
Cash and Cash Equivalents at
Beginning of Year 1,194,658 3,303,725 5,959,101
------------ ------------ ------------
Cash and Cash Equivalents at
End of Year $ 1,194,959 $ 1,194,658 $ 3,303,725
============ ============ ============
See accompanying notes to financial statements.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997, 1996 AND 1995
NOTE 1 - ORGANIZATION:
Gateway Tax Credit Fund III Ltd. ("Gateway"), a Florida
Limited Partnership, was formed October 17, 1991 under the
laws of Florida. Gateway offered its limited partnership
interests in Series. The first Series for Gateway is Series
7. Operations commenced on July 16, 1992 for Series 7,
January 4, 1993 for Series 8, September 30, 1993 for Series 9,
January 21, 1994 for Series 10 and April 29, 1994 for Series
11. Each Series invests, as a limited partner, in other
limited partnerships ("Project Partnerships"), each of which
owns and operates apartment complexes eligible for Low-Income
Housing Tax Credits ("Tax Credits"), provided for in Section
42 of the Internal Revenue Code of 1986. Gateway will
terminate on December 31, 2040 or sooner, in accordance with
the terms of the Limited Partnership Agreement. As of March
31, 1997, Gateway had received capital contributions of $1,000
from the General Partners and $36,799,000 from the investor
Limited Partners.
Raymond James Partners, Inc. and Raymond James Tax Credit
Funds, Inc., wholly-owned subsidiaries of Raymond James
Financial, Inc., are the General Partner and Managing General
Partner, respectively. The Managing General Partner manages
and controls the business of Gateway.
Gateway received capital contributions of $10,395,000,
$9,980,000, $6,254,000, $5,043,000 and $5,127,000 from the
investor Limited Partners in Series 7, 8, 9, 10 and 11,
respectively. Each Series will be treated as though it were
a separate partnership, investing in a separate and distinct
pool of Project Partnerships. Income or loss and all tax
items from the Project Partnerships acquired by each Series
will be specifically allocated among the limited partners of
such Series.
Operating profits and losses, cash distributions from
operations and Tax Credits from each Series are generally
allocated 99% to the Limited Partners in that Series and 1% to
the General Partners. Profit or loss and cash distributions
from sales of property by each Series are allocated as
formulated in the Limited Partnership Agreement.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
Gateway utilizes an accrual basis of accounting whereby
revenues are recognized as earned and expenses are recognized
as obligations are incurred.
Gateway accounts for its investments as the 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 Statement of Operations. Under the equity
method, the Investments in Project Partnerships initially
include:
1) Gateway's capital contribution,
2) Acquisition fees paid to the General Partner for
services rendered in selecting properties for acquisition, and
3) Acquisition expenses including legal fees, travel and
other miscellaneous costs relating to acquiring properties.
Quarterly the Investments in Project Partnerships are
increased or decreased as follows:
1) Increased for equity in income or decreased for equity
in losses of the Project Partnerships,
2) Decreased for cash distributions received from the
Project Partnerships,
3) Decreased for the amortization of the acquisition fees
and expenses,
4) In certain Project Partnerships, where Gateway's
investment was greater than Gateway's pro-rata share of the
book value of the underlying assets, decreased for the
amortization of the difference; and
5) In certain Project Partnerships, where Gateway's
investment was less than Gateway's pro-rata share of the
book value of the underlying assets, increased for the
accretion of the difference.
Amortization and accretion is calculated on a straight line
basis over 35 years, as this is the average estimated useful
life of the underlying assets. The net amortization and
accretion is shown as amortization expense on the Statements
of Operations.
Pursuant to the limited partnership agreements for the
Project Partnerships, cash losses generated by the Project
Partnerships are allocated to the general partners of those
partnerships. In subsequent years, cash profits, if any, are
first allocated to the general partners to the extent of the
allocation of prior years' cash losses.
Since Gateway invests as a limited partner, and therefore
is not obligated to fund losses or make additional capital
contributions, it does not recognize losses from individual
Project Partnerships to the extent that these losses would
reduce the investment in those Project Partnerships below
zero. The suspended losses will be used to offset future
income from the individual Project Partnerships.
Cash and Cash Equivalents
It is Gateway's policy to include short-term investments
with an original maturity of three months or less in Cash and
Cash Equivalents. Short-term investments are comprised of
money market mutual funds.
Concentrations of Credit Risk
Financial instruments which potentially subject Gateway to
concentrations of credit risk consist of cash investments in
a money market mutual fund that is a wholly-owned subsidiary
of Raymond James Financial, Inc.
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, 1994, Gateway adopted Statement of
Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities ("FAS 115"). Under
FAS 115, Gateway is required to categorize its debt securities
as held-to-maturity, available-for-sale or trading securities,
dependent upon Gateway's intent in holding the securities.
Gateway's intent is to hold all of its debt securities (U. S.
Treasury Security Strips) until maturity and to use these
reserves to fund Gateway's ongoing operations. Interest
income is recognized ratably on the U.S. Treasury Strips using
the effective yield to maturity.
Receivable from Project Partnerships
Receivable from Project Partnerships represents amounts due
from the Project Partnerships due to a change in the amount
Gateway agreed to pay the Project Partnerships and is secured
with cash in restricted escrow accounts.
Offering and Commission Costs
Offering and commission costs are charged against Limited
Partners' Equity upon 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.
NOTE 3 - INVESTMENT IN SECURITIES:
The March 31, 1997 Balance Sheet includes Investment in
Securities consisting of U.S. Treasury Security Strips which
represents their cost, plus accreted interest income of
$121,901 for Series 7, $100,123 for Series 8, $52,306 for
Series 9, $42,836 for Series 10 and $45,581 for Series 11.
Gross
Cost Plus Unrealized
Estimated Accreted Gains and
Market Value Interest (Losses)
Series 7 $ 471,020 $ 466,776 $ 4,244
Series 8 435,726 441,011 (5,285)
Series 9 282,240 297,399 (15,159)
Series 10 233,447 235,595 (2,148)
Series 11 254,009 247,353 6,656
As of March 31, 1997, the cost and accreted interest of debt
securities by contractual maturities is as follows:
Series 7 Series 8
Due within 1 year $ 44,933 $ 40,189
After 1 year through 5 years 177,639 164,547
After 5 years through 10 years 205,878 198,098
After 10 years 38,326 38,177
--------- ---------
Total Amount Carried on
Balance Sheet $ 466,776 $ 441,011
========= =========
Series 9 Series 10
Due within 1 year $ 26,879 $ 20,995
After 1 year through 5 years 104,811 80,529
After 5 years through 10 years 120,973 86,403
After 10 years 44,736 47,668
--------- ---------
Total Amount Carried on
Balance Sheet $ 297,399 $ 235,595
========= =========
Series 11 Total
Due within 1 year $ 19,915 $ 152,911
After 1 year through 5 years 80,192 607,718
After 5 years through 10 years 95,707 707,059
After 10 years 51,539 220,446
--------- ---------
Total Amount Carried on
Balance Sheet $ 247,353 $1,688,134
========= =========
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 partners of
the Project Partnerships.
For the periods ended March 31, 1997, 1996, and 1995 the
General Partners and affiliates are entitled to compensation
and reimbursement for costs and expenses incurred by Gateway
as follows:
Sales Commissions - In conjunction with the sales of the
limited partnership units in Series 11, Gateway paid sales
commissions equal to 4% and a Dealer Manager fee equal to 1%
of the offering price to certain members of the National
Association of Securities Dealers, Inc. of $256,350 for the
period ended March 31, 1995. This amount includes $167,850 of
sales commissions and Dealer Manager fees paid to affiliates
of the General Partners.
1997 1996 1995
---- ---- ----
Series 7 $ 0 $ 0 $ 0
Series 8 0 0 0
Series 9 0 0 0
Series 10 0 0 0
Series 11 0 0 167,850
------- -------- --------
Total $ 0 $ 0 $167,850
======= ======== ========
Organization and Offering Expense - Raymond James Tax Credit
Funds, Inc., the Managing General Partner, is paid $40 per
unit sold for organization and offering expense.
Series 7 $ 0 $ 0 $ 0
Series 8 0 0 0
Series 9 0 0 0
Series 10 0 0 0
Series 11 0 0 205,080
------- ------- --------
Total $ 0 $ 0 $205,080
======= ======= ========
Acquisition Fees - Acquisition fees are paid for services
rendered by the Managing General Partner in selecting
properties for acquisition and providing other services in
connection with the acquisition of interests in Project
Partnerships. The acquisition fees paid or payable to the
General Partners will not exceed the amount that is equal to
8% of the gross proceeds. For Series 11 the fees will not
exceed an amount that is equal to 5% of the gross proceeds.
The fees paid are included in Investments in Project
Partnerships on the Balance Sheet.
Series 7 $ 0 $ 0 $ 0
Series 8 0 0 0
Series 9 0 5,124 27,189
Series 10 0 489 32,101
Series 11 0 86,986 169,365
------- -------- --------
Total $ 0 $ 92,599 $228,655
======= ======== ========
Acquisition Expenses - Affiliates of the General Partners
are reimbursed for acquisition expenses incurred on behalf of
Gateway. These expenses are included in Investments in
Project Partnerships on the Balance Sheet.
Series 7 $ 0 $ 2,142 $ 0
Series 8 0 0 41
Series 9 0 0 2,364
Series 10 0 0 13,416
Series 11 178 22,123 11,683
------- -------- --------
Total $ 178 $ 24,265 $ 27,504
======= ======== ========
Asset Management Fee - The Managing General Partner is
entitled to receive an annual asset management fee equal to
the greater of (i) $2,000 for each limited partnership in
which Gateway invests, or (ii) 0.275% of Gateway's gross
proceeds from the sale of limited partnership interests. In
either event (i) or (ii), the maximum amount may not exceed
0.2% of the aggregate cost (Gateway's capital contribution
plus Gateway's share of the Properties' mortgage) of Gateway's
interest in properties 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 Statement of Operations.
Series 7 $ 80,591 $ 79,980 $ 77,926
Series 8 88,857 88,183 88,179
Series 9 49,594 49,218 48,802
Series 10 30,997 30,761 30,760
Series 11 24,797 24,609 5,805
-------- -------- --------
Total $274,836 $272,751 $251,472
======== ======== ========
General and Administrative Expenses - The Managing General
Partner is reimbursed for general and administrative expenses
of Gateway on an accountable basis. This expense is included
in the Statement of Operations.
Series 7 $ 12,039 $ 11,913 $ 14,417
Series 8 13,275 13,312 16,301
Series 9 7,410 7,430 8,762
Series 10 4,630 4,641 4,804
Series 11 3,702 3,654 1,084
-------- -------- --------
Total $ 41,056 $ 40,950 $ 45,368
======== ======== ========
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:
As of March 31,1997, the Partnership had acquired an interest in
39 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes. The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
The following is a summary of Investments in Project Partnerships
as of:
MARCH 31, MARCH 31,
1997 1996
SERIES 7 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 7,732,089 $ 7,728,757
Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1) 1,172 644
Cumulative equity in losses of
Project Partnerships (2) (3,872,935) (2,936,751)
Cumulative distributions received
from Project Partnerships (67,207) (40,026)
Acquisition fees and expenses 793,335 793,063
Accumulated amortization of
acquisition fees and expenses (102,908) (80,705)
------------ ------------
Investments in
Project Partnerships $ 4,483,546 $ 5,464,982
============ ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price. At March 31, 1997 these excess costs were $18,470
and March 31, 1996 these excess costs were $28,498.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $40,687 for the year ended March 31, 1997 and
cumulative suspended losses of $0 for the year ended March 31, 1996
are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
As of March 31, 1997, the Partnership had acquired an interest
in 43 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes. The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
The following is a summary of Investments in Project Partnerships
as of:
MARCH 31, MARCH 31,
1997 1996
SERIES 8 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 7,586,105 $ 7,586,558
Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1) 2,317 1,607
Cumulative equity in losses of
Project Partnerships (2) (3,408,634) (2,408,801)
Cumulative distributions received
from Project Partnerships (56,986) (27,936)
Acquisition fees and expenses 549,773 549,773
Accumulated amortization of
acquisition fees and expenses (58,453) (43,041)
------------ ------------
Investments in
Project Partnerships $ 4,614,122 $ 5,658,160
============ ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price. At March 31, 1997 these excess costs were $24,830
and March 31, 1996 these excess costs were $24,830.
(2) In accordance with the Partnership's accounting policy to not
carry Investments in Project Partnerships below zero, cumulative
suspended losses of $24,072 for the year ended March 31, 1997 and
cumulative suspended losses of $0 for the year ended March 31, 1996
are not included.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
As of March 31, 1997, the Partnership had acquired an interest
in 24 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes. The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
The following is a summary of Investments in Project Partnerships
as of:
MARCH 31, MARCH 31,
1997 1996
SERIES 9 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 4,914,116 $ 4,932,192
Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1) 727 871
Cumulative equity in losses of
Project Partnerships (1,252,230) (745,423)
Cumulative distributions received
from Project Partnerships (35,343) (18,409)
Acquisition fees and expenses 244,087 244,087
Accumulated amortization of
acquisition fees and expenses (22,990) (16,017)
------------ ------------
Investments in
Project Partnerships $ 3,848,367 $ 4,397,301
============ ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price. At March 31, 1997 these excess costs were ($5,076)
and March 31, 1996 these excess costs were ($5,076).
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
As of March 31, 1997, the Partnership had acquired an interest
in 15 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes. The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
The following is a summary of Investments in Project Partnerships
as of:
MARCH 31, MARCH 31,
1997 1996
SERIES 10 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 3,914,672 $ 3,914,673
Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1) (497) (282)
Cumulative equity in losses of
Project Partnerships (480,119) (289,928)
Cumulative distributions received
from Project Partnerships (41,506) (21,012)
Acquisition fees and expenses 196,738 196,738
Accumulated amortization of
acquisition fees and expenses (17,770) (12,148)
------------ ------------
Investments in
Project Partnerships $ 3,571,518 $ 3,788,041
============ ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price. At March 31, 1997 these excess costs were ($7,486)
and March 31, 1996 these excess costs were ($9,822).
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
As of March 31, 1997, the Partnership had acquired an interest
in 12 Project Partnerships for the Series which own and operate
government assisted multi-family housing complexes. The
Partnership, as the Investor Limited Partner pursuant to the
Project Partnership Agreements has generally acquired an ownership
interest of 99% in these Project Partnerships.
The following is a summary of Investments in Project Partnerships
as of:
MARCH 31, MARCH 31,
1997 1996
SERIES 11 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 4,128,042 $ 4,203,467
Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets (1) 1,864 758
Cumulative equity in losses of
Project Partnerships (326,679) (144,194)
Cumulative distributions received
from Project Partnerships (5,095) 0
Acquisition fees and expenses 290,335 290,157
Accumulated amortization of
acquisition fees and expenses (18,166) (9,872)
------------ ------------
Investments in
Project Partnerships $ 4,070,301 $ 4,340,316
============ ============
(1) Includes amounts representing accumulated accretion or
(amortization) of the difference between the book value of the
underlying assets of the Project Partnerships over or under the
purchase price. At March 31, 1997 these excess costs were $38,728
and March 31, 1996 these excess costs were $29,433.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
The following is a summary of Investments in Project
Partnerships:
MARCH 31, MARCH 31,
1997 1996
TOTAL SERIES 7 - 11 ---------- ----------
Capital Contributions to Project
Partnerships (purchase price paid
for limited partner interests in
Project Partnerships) $ 28,275,024 $ 28,365,647
Accumulated amortization of excess
of purchase price of Project
Partnerships over book value
of underlying assets 5,583 3,598
Cumulative equity in losses of
Project Partnerships (9,340,597) (6,525,097)
Cumulative distributions received
from Project Partnerships (206,137) (107,383)
Acquisition fees and expenses 2,074,268 2,073,818
Accumulated amortization of
acquisition fees and expenses (220,287) (161,783)
------------- -------------
Investments in
Project Partnerships $ 20,587,854 $ 23,648,800
============= =============
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of December 31 of each year:
1996 1995 1994
SERIES 7 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 2,308,626 $ 2,253,113 $ 1,652,246
Investment properties,
net 39,455,931 40,934,578 41,665,876
Other assets 99,952 74,605 119,248
------------- ------------- -------------
Total assets $ 41,864,509 $ 43,262,296 $ 43,437,370
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 1,170,533 $ 1,222,822 $ 1,235,260
Long-term debt 36,962,154 37,259,882 37,000,997
------------- ------------- -------------
Total liabilities 38,132,687 38,482,704 38,236,257
Partners' Equity
Limited Partner 3,715,273 4,719,280 5,249,186
General Partners 16,549 60,312 (48,073)
------------- ------------- ------------
3,731,822 4,779,592 5,201,113
Total liabilities and
partners' equity $ 41,864,509 $ 43,262,296 $ 43,437,370
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 5,712,212 $ 5,559,478 $ 5,159,411
Expenses:
Operating expenses 2,414,283 2,222,999 2,026,146
Interest expense 2,658,919 2,728,293 2,614,896
Depreciation and
amortization 1,625,748 1,553,899 1,647,762
------------- ------------- -------------
Total expenses 6,698,950 6,505,191 6,288,804
Net loss $ (986,738) $ (945,713) $ (1,129,393)
============= ============= =============
Other partners' share
of net loss $ (9,867) $ (9,456) $ (11,050)
Partnership's share
of net loss $ (976,871) $ (936,257) $ (1,118,343)
Suspended loss 40,687 0 0
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (936,184) $ (936,257) $ (1,118,343)
============= ============= =============
As of December 31, 1996, the largest Project Partnership
constituted 5.4% and 4.1%, and as of December 31, 1995 the largest
Project Partnership constituted 5.4% and 5.5% 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:
1996 1995 1994
SERIES 8 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,906,836 $ 1,777,894 $ 2,349,559
Investment properties,
net 42,364,497 43,971,187 42,885,755
Other assets 60,527 67,558 82,062
------------- ------------- -------------
Total assets $ 44,331,860 $ 45,816,639 $ 45,317,376
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 1,211,075 $ 1,472,200 $ 2,056,459
Long-term debt 39,045,306 39,164,489 36,821,712
------------- ------------- -------------
Total liabilities 40,256,381 40,636,689 38,878,171
Partners' Equity
Limited Partner 4,118,975 5,163,437 6,387,270
General Partners (43,496) 16,513 51,935
------------- ------------- ------------
4,075,479 5,179,950 6,439,205
Total liabilities and
partners' equity $ 44,331,860 $ 45,816,639 $ 45,317,376
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 5,753,793 $ 5,140,306 $ 3,854,513
Expenses:
Operating expenses 2,339,160 2,182,472 1,608,651
Interest expense 2,799,196 2,561,695 1,986,927
Depreciation and
amortization 1,652,936 1,521,763 1,269,512
------------- ------------- -------------
Total expenses 6,791,292 6,265,930 4,865,090
Net loss $ (1,037,499) $ (1,125,624) $ (1,010,577)
============= ============= =============
Other partners' share
of net loss $ (13,594) $ (14,769) $ (13,971)
Partnership's share
of net loss $ (1,023,905) $ (1,110,855) $ (996,606)
Suspended loss 24,072 0 0
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (999,833) $ (1,110,855) $ (996,606)
============= ============= =============
As of December 31, 1996, the largest Project Partnership
constituted 5.6% and 5.8%, and as of December 31, 1995 the largest
Project Partnership constituted 5.6% and 6.3% of the combined total
assets by series and combined total revenues by series,
respectively.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of December 31 of each year:
1996 1995 1994
SERIES 9 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,270,678 $ 1,184,980 $ 1,787,689
Investment properties,
net 23,508,821 24,403,195 23,849,764
Other assets 12,771 13,679 474,575
------------- ------------- -------------
Total assets $ 24,792,270 $ 25,601,854 $ 26,112,028
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 545,719 $ 707,269 $ 1,698,651
Long-term debt 20,655,161 20,721,177 19,701,995
------------- ------------- -------------
Total liabilities 21,200,880 21,428,446 21,400,646
Partners' Equity
Limited Partner 3,617,355 4,161,214 4,661,645
General Partners (25,965) 12,194 49,737
------------- ------------- ------------
3,591,390 4,173,408 4,711,382
Total liabilities and
partners' equity $ 24,792,270 $ 25,601,854 $ 26,112,028
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 3,012,188 $ 2,768,235 $ 1,155,676
Expenses:
Operating expenses 1,170,767 999,496 441,259
Interest expense 1,439,681 1,367,635 569,706
Depreciation and
amortization 913,666 863,953 418,865
------------- ------------- -------------
Total expenses 3,524,114 3,231,084 1,429,830
Net loss $ (511,926) $ (462,849) $ (274,154)
============= ============= =============
Other partners' share
of net loss $ (5,119) $ (4,628) $ (2,740)
Partnership's share
of net loss $ (506,807) $ (458,221) $ (271,414)
Suspended loss 0 0 0
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (506,807) $ (458,221) $ (271,414)
============= ============= =============
As of December 31, 1996, the largest Project Partnership
constituted 7.2% and 8.6%, and as of December 31, 1995 the largest
Project Partnership constituted 7.5% and 10.1% of the combined
total assets by series and combined total revenues by series,
respectively.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of December 31 of each year:
1996 1995 1994
SERIES 10 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 1,003,956 $ 1,131,901 $ 1,841,247
Investment properties,
net 16,200,866 16,686,974 16,840,636
Other assets 21,293 27,335 22,100
------------- ------------- -------------
Total assets $ 17,226,115 $ 17,846,210 $ 18,703,983
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 293,331 $ 590,081 $ 1,007,650
Long-term debt 13,542,629 13,607,468 13,917,068
------------- ------------- -------------
Total liabilities 13,835,960 14,197,549 14,924,718
Partners' Equity
Limited Partner 3,401,814 3,608,073 3,722,840
General Partners (11,659) 40,588 56,425
------------- ------------- ------------
3,390,155 3,648,661 3,779,265
Total liabilities and
partners' equity $ 17,226,115 $ 17,846,210 $ 18,703,983
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 1,897,728 $ 1,797,699 $ 780,104
Expenses:
Operating expenses 794,120 718,628 322,308
Interest expense 774,429 766,921 327,892
Depreciation and
amortization 516,816 475,696 248,379
------------- ------------- -------------
Total expenses 2,085,365 1,961,245 898,579
Net loss $ (187,637) $ (163,546) $ (118,475)
============= ============= =============
Other partners' share
of net loss $ 2,554 $ 4,311 $ 3,287
Partnership's share
of net loss $ (190,191) $ (167,857) $ (121,762)
Suspended loss 0 0 0
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (190,191) $ (167,857) $ (121,762)
============= ============= =============
As of December 31, 1996, the largest Project Partnership
constituted 10.6% and 12.2%, and as of December 31, 1995 the
largest Project Partnership constituted 11.0% and 12.6% 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:
1996 1995 1995
SERIES 11 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 990,736 $ 2,108,185 $ 2,476,843
Investment properties,
net 14,480,026 14,495,252 4,621,959
Other assets 29,127 23,687 8,327
------------- ------------- -------------
Total assets $ 15,499,889 $ 16,627,124 $ 7,107,129
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 631,225 $ 1,371,789 $ 1,215,241
Long-term debt 10,925,232 11,034,608 3,317,111
------------- ------------- -------------
Total liabilities 11,556,457 12,406,397 4,532,352
Partners' Equity
Limited Partner 3,805,385 3,882,428 2,533,298
General Partners 138,047 338,299 41,479
------------- ------------- ------------
3,943,432 4,220,727 2,574,777
Total liabilities and
partners' equity $ 15,499,889 $ 16,627,124 $ 7,107,129
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 1,670,724 $ 742,925 $ 6,826
Expenses:
Operating expenses 750,237 380,713 3,809
Interest expense 583,416 299,285 8,363
Depreciation and
amortization 537,223 198,591 5,747
------------- ------------- -------------
Total expenses 1,870,876 878,589 17,919
Net loss $ (200,152) $ (135,664) $ (11,093)
============= ============= =============
Other partners' share
of net loss $ (17,667) $ (1,356) $ (1,207)
Partnership's share
of net loss $ (182,485) $ (134,308) $ (9,886)
Suspended loss 0 0 0
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (182,485) $ (134,308) $ (9,886)
============= ============= =============
As of December 31, 1996, the largest Project Partnership
constituted 21.1% and 19.6%, and as of December 31, 1995 the
largest Project Partnership constituted 21.9% and 26.4% of the
combined total assets by series and combined total revenues by
series, respectively.
<PAGE>
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with the Partnership's policy of presenting the
financial information of the Project Partnerships on a three month
lag, below is the summarized financial information for the Series'
Project Partnerships as of December 31 of each year:
1997 1996 1994
TOTAL SERIES 7-11 ----------- ---------- --------------
SUMMARIZED BALANCE SHEETS
Assets:
Current assets $ 7,480,832 $ 8,456,073 $ 10,107,584
Investment properties,
net 136,010,141 140,491,186 129,863,990
Other assets 223,670 206,864 706,312
------------- ------------- -------------
Total assets $143,714,643 $149,154,123 $140,677,886
============= ============= =============
Liabilities and Partners' Equity
Current liabilities $ 3,851,883 $ 5,364,161 $ 7,213,261
Long-term debt 121,130,482 121,787,624 110,758,883
------------- ------------- -------------
Total liabilities 124,982,365 127,151,785 117,972,144
Partners' Equity
Limited Partner 18,658,802 21,534,432 22,554,239
General Partners 73,476 467,906 151,503
------------- ------------- ------------
18,732,278 22,002,338 22,705,742
Total liabilities and
partners' equity $143,714,643 $149,154,123 $140,677,886
============= ============= =============
SUMMARIZED STATEMENTS OF OPERATIONS:
Rental and other income $ 18,046,645 $ 16,008,643 $ 10,956,530
Expenses:
Operating expenses 7,468,567 6,504,308 4,402,173
Interest expense 8,255,641 7,723,829 5,507,784
Depreciation and
amortization 5,246,389 4,613,902 3,590,265
------------- ------------- -------------
Total expenses 20,970,597 18,842,039 13,500,222
Net loss $ (2,923,952) $ (2,833,396) $ (2,543,692)
============= ============= =============
Other partners' share
of net loss $ (43,693) $ (25,898) $ (25,681)
Partnership's share
of net loss $ (2,880,259) $ (2,807,498) $ (2,518,011)
Suspended loss 64,759 0 0
------------- ------------- -------------
Equity in Loss of
Project Partnerships $ (2,815,500) $ (2,807,498) $ (2,518,011)
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
SERIES 7 ----------- ---------- --------------
Net Loss per Financial
Statements $ (1,026,918) $ (1,014,650) $ (1,187,932)
Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement
purposes (125,211) (242,983) (166,366)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end 1,130 5,831 (548)
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 43,668 49,944 44,263
Amortization Expense 22,062 22,350 22,748
------------- ------------- -------------
Partnership loss for tax
purposes as of
December 31 $ (1,085,269) $ (1,179,508) $ (1,287,835)
============= ============= =============
Federal Low Income December 31, December 31, December 31,
Housing Tax Credits 1996 1995 1994
------------- ------------ ------------
$ 1,685,951 $ 1,610,621 $ 1,471,658
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
SERIES 8 ----------- ---------- --------------
Net Loss per Financial
Statements $ (1,089,189) $ (1,201,546) $ (1,076,492)
Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement
purposes (292,642) (175,816) (191,346)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end 1,190 (8,367) 27,867
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 61,961 72,645 62,770
Amortization Expense 14,551 23,079 7,886
------------- ------------- -------------
Partnership loss for tax
purposes as of
December 31 $ (1,304,129) $ (1,290,005) $ (1,169,315)
============= ============= =============
Federal Low Income December 31, December 31, December 31,
Housing Tax Credits 1996 1995 1994
------------ ------------ ------------
$ 1,605,034 $ 1,449,473 $ 1,054,256
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
SERIES 9 ----------- ---------- --------------
Net Loss per Financial
Statements $ (557,202) $ (504,713) $ (290,577)
Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement
purposes (126,579) (151,819) (71,825)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end 33 2,315 21,565
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 40,872 54,509 23,731
Amortization Expense 7,619 4,988 7,876
------------- ------------- -------------
Partnership loss for tax
purposes as of
December 31 $ (635,257) $ (594,720) $ (309,230)
============= ============= =============
Federal Low Income December 31, December 31, December 31,
Housing Tax Credits 1996 1995 1994
------------ ------------ ------------
$ 968,279 $ 904,162 $ 318,244
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
SERIES 10 ----------- ---------- --------------
Net Loss per Financial
Statements $ (214,923) $ (189,034) $ (110,564)
Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement
purposes (168,640) (195,074) (35,552)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end 843 (5,491) 22,642
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 19,295 19,011 16,541
Amortization Expense 5,947 9,220 1,675
------------- ------------- -------------
Partnership loss for tax
purposes as of
December 31 $ (357,478) $ (361,368) $ (105,258)
============= ============= =============
Federal Low Income December 31, December 31, December 31,
Housing Tax Credits 1996 1995 1994
------------ ------------ ------------
$ 762,241 $ 708,449 $ 241,687
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
SERIES 11 ----------- ---------- --------------
Net Income (Loss) per
Financial Statements $ (196,029) $ (108,465) $ 136,410
Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement
purposes (60,284) (34,374) (242)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end (1,509) 29,523 (22,295)
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 7,548 18,956 418
Amortization Expense 9,300 4,945 57
------------- ------------- -------------
Partnership Income (loss)
for tax purposes as of
December 31 $ (240,974) $ (89,415) $ 114,348
============= ============= =============
Federal Low Income December 31, December 31, December 31,
Housing Tax Credits 1996 1995 1994
------------ ------------ ------------
$ 724,590 $ 169,116 $ 0
============= ============= =============
<PAGE>
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as
described in the financial statements and the Partnership income
(loss) for tax purposes:
1997 1996 1995
TOTAL SERIES 7-11 ----------- ---------- ------------
Net Loss per Financial
Statements $(3,084,261) $(3,018,408) $(2,529,155)
Equity in Losses of Project
Partnerships for tax purposes
in excess of losses for
financial statement
purposes (773,356) (800,066) (465,331)
Adjustments to convert March 31,
fiscal year end to
December 31, taxable year
end 1,687 23,811 49,231
Items Expensed for Financial
Statement purposes not
expensed for Tax purposes:
Asset Management Fee 173,344 215,065 147,723
Amortization Expense 59,479 64,582 40,242
------------ ------------ ------------
Partnership loss for tax
purposes as of
December 31 $(3,623,107) $(3,515,016) $(2,757,290)
============ ============ ============
The difference in the total value of the Partnership's Investment
in Project Partnerships is approximately $570,000 higher for Series
7, $600,000 higher for Series 8, $325,000 higher for Series 9,
$360,000 higher for Series 10 and $58,000 higher for Series 11 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>
Item 9. Disagreements on Accounting and Financial Disclosures
None.
PART III
Item 10. Directors and Executive Officers of Gateway
Gateway has no directors or executive officers. Gateway's
affairs are managed and controlled by the Managing General Partner.
Certain information concerning the directors and officers of the
Managing General Partner are set forth below.
Raymond James Tax Credit Funds, Inc. - Managing General Partner
Raymond James Tax Credit Funds, Inc. is the Managing General
Partner and is responsible for decisions pertaining to the
acquisition and sale of Gateway's interests in the Project
Partnerships and other matters related to the business operations
of Gateway. The officers and directors of the Managing General
Partner are as follows:
Ronald M. Diner, age 53, is President and a Director. He is a
Senior Vice President of Raymond James & Associates, Inc., with
whom he has been employed since June 1983. Mr. Diner received
an MBA degree from Columbia University (1968) and a BS degree
from Trinity College (1966). Prior to joining Raymond James &
Associates, Inc., he managed the broker-dealer activities of
Pittway Real Estate, Inc., a real estate development firm. He
was previously a loan officer at Marine Midland Realty Credit
Corp., and spent three years with Common, Dann & Co., a New York
regional investment firm. He has served as a member of the
Board of Directors of the Council for Rural Housing and
Development, a national organization of developers, managers and
syndicators of properties developed under the RECD Section 515
program, and is a member of the Board of Directors of the
Florida Council for Rural Housing and Development. Mr. Diner
has been a speaker and panel member at state and national
seminars relating to the low-income housing credit.
Alan L. Weiner, age 36, is a Vice President and a Director. He
is a Senior Vice President of Raymond James & Associates, Inc.
which he joined in 1983. Mr. Weiner received an MBA from the
Wharton Business School (1983) and is a Phi Beta Kappa graduate
of the University of Florida (1981), where he received a BS with
high honors.
J. Davenport Mosby, age 41, is a Vice President and a Director.
He is a Senior Vice President of Raymond James & Associates,
Inc. which he joined in 1982. Mr. Mosby received an MBA from
the Harvard Business School (1982). He graduated magna cum
laude with a BA from Vanderbilt University where he was elected
to Phi Beta Kappa. Mr. Mosby is the head of the real estate
investment banking group and the Limited Partnership Trading
Desk.
Teresa L. Barnes, age 50, is a Vice President. Ms. Barnes is a
Senior Vice President of Raymond James & Associates, Inc., which
she joined in 1969.
Sandra L. Furey, age 34, is Secretary, Treasurer. Ms. Furey
has been employed by Raymond James & Associates, Inc. since
1980 and currently serves as Closing Administrator for the
Gateway Tax Credit Funds.
Raymond James Partners, Inc. -
Raymond James Partners, Inc. has been formed to act as the
general partner, with affiliated corporations, in limited
partnerships sponsored by Raymond James Financial, Inc. Raymond
James Partners, Inc. is a general partner for purposes of assuring
that Gateway and other partnerships sponsored by affiliates have
sufficient net worth to meet the minimum net worth requirements of
state securities administrators.
Information regarding the officers and directors of Raymond James
Partners, Inc. is included on page 68 of the Prospectus under the
section captioned "Management" (consisting of pages 66 through 69
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 own any units of the outstanding
securities of Gateway as of March 31, 1997. Ronald M. Diner,
President of Raymond James Tax Credit Funds, Inc. owns 5 units of
Series 7. None of the other directors and officers own any units
of the outstanding securities of Gateway as of March 31, 1997.
Gateway is a Limited Partnership and therefore does not have
voting shares of stock. To the knowledge of Gateway, no person
owns of record or beneficially, more than 5% of Gateway's
outstanding units.
Item 13. Certain Relationships and Related Transactions
Gateway has no officers or directors. However, under the terms
of the public offering, various kinds of compensation and fees are
payable to the General Partners and its 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 24 to 26 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 partners of the Project Partnerships.
For the periods ended March 31, 1997, 1996 and 1995 the General
Partners and affiliates are entitled to compensation and
reimbursement for costs and expenses incurred by Gateway as
follows:
Sales Commissions - In conjunction with the sales of the limited
partnership units in Series 11, Gateway paid sales commissions
equal to 4% and a Dealer Manager fee equal to 1% of the offering
price to certain members of the National Association of Securities
Dealers, Inc. of $256,350 for the period ended March 31, 1995.
This amount includes $167,850 of sales commissions and Dealer
Manager fees paid to affiliates of the General Partners.
1997 1996 1995
---- ---- ----
Series 7 $ 0 $ 0 $ 0
Series 8 0 0 0
Series 9 0 0 0
Series 10 0 0 0
Series 11 0 0 167,850
------- -------- --------
Total $ 0 $ 0 $167,850
======= ======== ========
Organization and Offering Expense - Raymond James Tax Credit
Funds, Inc., the Managing General Partner, is paid $40 per unit
sold for organization and offering expense.
Series 7 $ 0 $ 0 $ 0
Series 8 0 0 0
Series 9 0 0 0
Series 10 0 0 0
Series 11 0 0 205,080
------- -------- --------
Total $ 0 $ 0 $205,080
======= ======== ========
Acquisition Fees - Acquisition fees are paid for services
rendered by the Managing General Partner in selecting properties
for acquisition and providing other services in connection with the
acquisition of interests in Project Partnerships. The acquisition
fees paid or payable to the General Partners will not exceed the
amount that is equal to 8% of the gross proceeds. For Series 11
the fees will not exceed an amount that is equal to 5% of the gross
proceeds. The fees paid are included in Investments in Project
Partnerships on the Balance Sheet.
Series 7 $ 0 $ 0 $ 0
Series 8 0 0 0
Series 9 0 5,124 27,189
Series 10 0 489 32,101
Series 11 0 86,986 169,365
------- -------- --------
Total $ 0 $ 92,599 $228,655
======= ======== ========
Acquisition Expenses - Affiliates of the General Partners are
reimbursed for acquisition expenses incurred on behalf of Gateway.
These expenses are included in Investments in Project Partnerships
on the Balance Sheet.
Series 7 $ 0 $ 2,142 $ 0
Series 8 0 0 41
Series 9 0 0 2,364
Series 10 0 0 13,416
Series 11 178 22,123 11,683
------- -------- --------
Total $ 178 $ 24,265 $ 27,504
======= ======== ========
Asset Management Fee - The Managing General Partner is entitled
to receive an annual asset management fee equal to the greater of
(i) $2,000 for each limited partnership in which Gateway invests,
or (ii) 0.275% of Gateway's gross proceeds from the sale of limited
partnership interests. In either event (i) or (ii), the maximum
amount may not exceed 0.2% of the aggregate cost (Gateway's capital
contribution plus Gateway's share of the Properties' mortgage) of
Gateway's interest in properties 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
Statement of Operations.
Series 7 $ 80,591 $ 79,980 $ 77,926
Series 8 88,857 88,183 88,179
Series 9 49,594 49,218 48,802
Series 10 30,997 30,761 30,760
Series 11 24,797 24,609 5,805
-------- -------- --------
Total $274,836 $272,751 $251,472
======== ======== ========
General and Administrative Expenses - The Managing General
Partner is reimbursed for general and administrative expenses of
Gateway on an accountable basis. This expense is included in the
Statement of Operations.
Series 7 $ 12,039 $ 11,913 $ 14,417
Series 8 13,275 13,312 16,301
Series 9 7,410 7,430 8,762
Series 10 4,630 4,641 4,804
Series 11 3,702 3,654 1,084
-------- -------- --------
Total $ 41,056 $ 40,950 $ 45,368
======== ======== ========
<PAGE>
Vincent & Voss
544 West 10th Street
Erie, PA 16502
PHONE: 814-456-5385
FAX: 814-454-5004
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Maple Street Apartments Limited Partnership
Emporium, Pennsylvania
We have audited the accompanying balance sheets of Maple Street
Apartments (A Limited Partnership), as of December 31, 1996 and
1995, and the related statements of operations, partners' equity
and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Maple
Street Apartments, as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued reports dated January 23, 1997 on our consideration of
Maple street Apartments internal control structure and compliance
with laws and regulations.
/s/ Vincent & Voss
Certified Public Accountants
January 23, 1997
<PAGE>
Habif, Arogeti & Wynne, P.C.
1073 West Peachtree Street, N.E.
Atlanta, GA 30367
PHONE: 404-892-9651
FAX: 404-876-4328
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Creekstone Apartments, L.P.
We have audited the accompanying balance sheet of CREEKSTONE
APARTMENTS, L.P. (A Limited Partnership), as of December 31, 1996,
and the related statements of operations, changes in 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 audits.
We conducted our audit 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 audit
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
CREEKSTONE APARTMENTS, L.P., 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.
/s/ Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 17, 1997
<PAGE>
Dauby O'Connor & Zaleski LLC
8395 Keystone Crossing, Suite 203
Indianapolis, IN 46240
PHONE: 317-259-6857
FAX: 317-259-6861
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Gila Bend Housing, Ltd.
(an Arizona limited partnership)
We have audited the accompanying balance sheets of Gila Bend
Housing, Ltd. (an Arizona limited partnership) as of December 31,
1996 and 1995, and the related statements of income, 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 Gila
Bend Housing, Ltd. (an Arizona limited partnership) as of December
31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in accordance with generally
accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997, on our consideration of
the Partnership's internal control structure and a report dated
February 7, 1997, on its compliance with laws and regulations.
The accompanying supplementary information 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 financial statements taken as
a whole.
This report is intended solely for the information of the Partners,
management of Gila Bend Housing, Ltd. And for filing with RECD and
should not be used for any other purpose.
/s/ Dauby O'Connor & Zaleski LLC
Certified Public Accountants
Indianapolis, Indiana
February, 7, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Mt. Vernon Rental Housing, L.P.
Valdosta, Georgia
We have audited the accompanying balance sheet of Mt. Vernon Rental
Housing, L.P. (A Limited Partnership), Federal ID NO.: 58-1965613,
as of December 31, 1996, and the related statements of income,
partners' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements
of Mt. Vernon Rental Housing, L.P. as of December 31, 1995, were
audited by other auditors whose report dated January 30, 1996,
expressed an unqualified opinion on those statements.
We conducted our 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 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 Mt.
Vernon Rental Housing, L.P. as of 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 24, 1997 on our consideration of Mt.
Vernon Rental Housing, L.P.'s internal control structure and
compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
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 Elderly Housing, L.P.
Valdosta, Georgia
We have audited the accompanying balance sheet of Manchester
Elderly Housing, L.P. (A Limited Partnership), Federal ID NO.: 58-
1965616 as of December 31, 1996, and the related statements of
income, partners' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The
financial statements of Manchester Elderly Housing, L.P. as of
December 31, 1995, were audited by other auditors whose report
dated February 15, 1996, expressed an unqualified opinion on those
statements.
We conducted our 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 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 Elderly Housing, L.P. as of 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 24, 1997 on our consideration of
Manchester Elderly Housing, L.P.'s internal control structure and
its compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
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
Manchester Elderly Housing, L.P.
We have audited the accompanying balance sheets of Manchester
Elderly Housing, L.P., RECD Project No.: 10-99-581965616, as of
December 31, 1995, and the related statements of operations,
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. The financial statements
of Manchester Elderly Housing, L.P. for the year ended December 31,
1994 were audited by other auditors whose report, dated January 14,
1995, expressed an unqualified opinion on those statements.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Manchester Elderly Housing, L.P., RECD Project No.: 10-99-
581965616, as of December 31, and 1995, and the results of its
operations, changes in partners' equity and its cash flows for the
year then ended, in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information on pages 17 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 February 15, 1996, on our consideration of
Manchester Elderly Housing, L.P.'s internal control structure and
a report dated February 15, 1996 on its compliance with laws and
regulations.
/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 15, 1996
<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
Meadow Run Apartments, L.P.
Valdosta, Georgia
We have audited the accompanying balance sheet of Meadow Run
Apartments, L.P. (A Limited Partnership), Federal ID NO.: 58-
1994614 as of December 31, 1996, and the related statements of
income, partners' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The
financial statements of Meadow Run Apartments, L.P. as of December
31, 1995, were audited by other auditors whose report dated
February 1, 1996, expressed an unqualified opinion on those
statements.
We conducted our 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 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 Meadow
Run Apartments, L.P. as of 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 24, 1997 on our consideration of
Meadow Run Apartments, L.P.'s internal control structure and its
compliance with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
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
Meadow Run Apartments, L.P.
We have audited the accompanying balance sheets of Meadow Run
Apartments, L.P., RECD Project No.: 11-035-581995614, as of
December 31, 1995, and the related statements of operations,
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. The financial statements
of Meadow Run Apartments, L.P. for the year ended December 31, 1994
were audited by other auditors whose report, dated January 14,
1995, expressed an unqualified opinion on those statements.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Meadow
Run Apartments, L.P., RECD Project No.: 11-035-581995614, as of
December 31, and 1995, and the results of its operations, changes
in partners' equity and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information on pages 17 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 February 1, 1996, on our consideration of
Meadow Run Apartments, L.P.'s internal control structure and a
report dated February 1, 1996 on its compliance with laws and
regulations.
/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 1, 1996
<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 II L.P.
Lakeland, Georgia
We have audited the accompanying balance sheets of Lakeland II L.P.
(A Limited Partnership), Federal ID # 58-1965624, as of December
31, 1996 and 1995, and the related statements of income, partners'
equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Lakeland II L.P. as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued reports dated January 24, 1997 on our consideration of
Lakeland II, L.P.'s internal control structure and its compliance
with laws and regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Goddard, Henderson, Godbee & Nichols, P.C.
3488 North Valdosta Road
Valdosta, GA 31604
PHONE: 912-245-6040
FAX: 912-245-1669
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Blue Ridge Elderly Housing, L.P.
Valdosta, Georgia
We have audited the accompanying balance sheet of Blue Ridge
Elderly Housing, L.P. (A Limited Partnership), Federal ID NO.: 58-
581936981 as of December 31, 1996, and the related statements of
income, partners' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The
financial statements of Blue Ridge Elderly Housing, L.P. as of
December 31, 1995, were audited by other auditors whose report
dated February 5, 1996, expressed an unqualified opinion on those
statements.
We conducted our 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 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 Blue
Ridge Elderly Housing, L.P. as of 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 24, 1997 on our consideration of the
Blue Ridge Elderly Housing, L.P.'s internal control structure and
a report dated January 24, 1997 on its compliance with laws and
regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
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
Blue Ridge Elderly Housing, L.P.
We have audited the accompanying balance sheets of Blue Ridge
Elderly Housing, L.P., RECD Project No.: 10-055-581936981, as of
December 31, 1995, and the related statements of operations,
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. The financial statements
of Blue Ridge Elderly Housing, L.P. for the year ended December 31,
1994 were audited by other auditors whose report, dated January 14,
1995, expressed an unqualified opinion on those statements.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Blue
Ridge Elderly Housing, L.P., RECD Project No.: 10-055-581936981, as
of December 31, and 1995, and the results of its operations,
changes in partners' equity and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information on pages 17 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 February 5, 1996, on our consideration of Blue
Ridge Elderly Housing, L.P.'s internal control structure and a
report dated February 5, 1996 on its compliance with laws and
regulations.
/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 5, 1996
<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
Arbor Trace Apartments Phase II L.P.
Lake Park, Georgia
We have audited the accompanying balance sheets of Arbor Trace
Apartments Phase II, L.P. (A Limited Partnership), Federal ID No.:
58-2032771, as of December 31, 1996 and 1995, and the related
statements of income, partners' equity and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Arbor
Trace Apartments Phase II, L.P. as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of
Arbor Trace Apartments Phase II, L.P.'s internal control structure
and a report dated January 24, 1997 on its compliance with laws and
regulations.
/s/ Goddard, Henderson, Godbee & Nichols, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
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
Omega Rental Housing, L.P.
We have audited the accompanying balance sheets of Omega Rental
Housing, L.P., RHS Project No.: 11-037-582031602, as of December
31, 1996 and 1995, and the related statements of operations,
partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Omega
Rental Housing, L.P., RHS Project No.: 11-037-582031602, as of
December 31, 1996 and 1995, and the results of its operations,
changes in partners' equity and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 16 through 17 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
In accordance with Government Auditing Standards, we have also
issued reports dated February 3, 1997, on our consideration of
Omega Rental Housing, L.P.'s internal control structure and on its
compliance with laws and regulations.
/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 3, 1997
<PAGE>
Habif, Arogeti & Wynne, P.C.
1073 West Peachtree Street, N.E.
Atlanta, GA 30367
PHONE: 404-892-9651
FAX: 404-876-4328
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Magnolia Place L.P.
We have audited the accompanying balance sheet of MAGNOLIA PLACE,
L.P. (A Limited Partnership), as of December 31, 1996, and the
related statements of operations, changes in 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 audits.
We conducted our audit 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 audit
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
MAGNOLIA PLACE, L.P., 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.
/s/ Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 14, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Antlers Properties, A Limited Partnership
D/B/A Woodbine Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of ANTLERS
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of
December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity and cash flows for the
years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ANTLERS
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A WOODBINE APARTMENTS as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 17, 1997, on our consideration of
the internal control structure of ANTLERS PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A WOODBINE APARTMENTS and on its compliance with
certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
February 17, 1997
<PAGE>
Baird, Kurtz, & Dobson CPA
5000 Rogers Avenue, Suite 700
Ft. Smith, AR 72903
PHONE: 501-452-1040
FAX: 501-452-5542
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Meadowview Properties, A Limited Partnership
D/B/A Meadowview Apartments
Fort Smith, Arkansas
We have audited the accompanying balance sheets of MEADOWVIEW
PROPERTIES, A LIMITED PARTNERSHIP, D/B/A MEADOWVIEW APARTMENTS as
of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity and cash flows for the
years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing Standards and the standards for financial audits contained
in Government Auditing Standards issued by the U.S. General
Accounting Office. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
MEADOWVIEW PROPERTIES, A LIMITED PARTNERSHIP, D/B/A MEADOWVIEW
APARTMENTS as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 17, 1997, on our consideration of
the internal control structure of MEADOWVIEW PROPERTIES, A LIMITED
PARTNERSHIP, D/B/A MEADOWVIEW APARTMENTS and on its compliance with
certain provisions of laws, regulations, contracts and grants.
/s/ Baird, Kurtz, & Dobson CPA
February 17, 1997
<PAGE>
Charles Bailly & Co.
100 North Phillips, Suite 800
Sioux Falls, SD 57102
PHONE: 605-339-1999
FAX: 605-339-1306
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sunrise I Apartments Limited Partnership
Sioux Falls, South Dakota
We have audited the accompanying balance sheets of Sunrise I
Apartments Limited Partnership as of December 31, 1996 and 1995,
and the related statements of operations, changes in partners'
equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Sunrise
I Apartments Limited Partnership as of December 31, 1996 and 1995,
and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.
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 January 15, 1997 on our consideration of
Sunrise I Apartments Limited Partnership's internal control
structure and a report dated January 15, 1997 on its compliance
with laws and regulations.
/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
January 15, 1997
<PAGE>
VanRheenen & Miller, Ltd. CPA
1309 E. Race Avenue
Searcy, AR 72143
PHONE: 501-268-8356
FAX: 501-268-9362
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Pioneer Apartments, An Arkansas Limited Partnership
D/B/A Pioneer Apartments
321 East 4th Street
Mountain Home, AR 72654
We have audited the accompanying balance sheet of Pioneer
Apartments, An Arkansas Limited Partnership, D/B/A Pioneer
Apartments, as of December 31, 1996 and 1995, and the related
statements of income, changes in owners' equity, and cash flows for
the years then ended. These financial statements and the
supplemental financial information referred to below 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 Pioneer
Apartments, An Arkansas Limited Partnership, D/B/A Pioneer
Apartments as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 21, 1997 on our consideration of
Pioneer Apartments, An Arkansas Limited Partnership, D/B/A Pioneer
Apartments's internal control structure and a report dated February
21, 1997 on its compliance with laws and regulations.
Our audit was made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying financial
information listed as supplemental financial information in the
table of contents is presented for purposes of additional analysis
and is not a required part of the financial statements of Pioneer
Apartments, An Arkansas Limited Partnership, D/B/A Pioneer
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 21, 1997
<PAGE>
VanRheenen & Miller, Ltd. CPA
1309 E. Race Avenue
Searcy, AR 72143
PHONE: 501-268-8356
FAX: 501-268-9362
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Cardinal Apartments, An Arkansas Limited Partnership
D/B/A Cardinal Apartments
321 East 4th Street
Mountain Home, AR 72653
We have audited the accompanying balance sheet of Cardinal
Apartments, D/B/A Cardinal Apartments, as of December 31, 1996,
and the related statements of income, changes in owners' 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 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 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
Cardinal Apartments, An Arkansas Limited Partnership, D/B/A
Cardinal Apartments 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.
/s/ VanRheenen & Miller, Ltd. CPA
Certified Public Accountants
May 9, 1997
<PAGE>
Oscar N. Harris Associates, P.A.
100 East Cumberland Street
Dunn, NC 28334
PHONE: 910-892-1021
FAX: 910-892-6084
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Peachtree Associates, Limited Partnership
Charlotte, North Carolina
We have audited the balance sheets of Peachtree Associates, Limited
Partnership as of December 31, 1996 and 1995, and the related
statements of partners' capital, income, and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in al material respects, the financial position of
Peachtree Associates Limited Partnership as of December 31, 1996
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 31, 1997 on our consideration of
Peachtree Associates Limited Partnership's internal control
structure and a report dated January 31, 1997 on its compliance
with laws and regulations.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. Schedules 1,2,3, and 4, on
pages 14-17 are presented for purposes of additional analysis and
are not a required part of the basic financial statements. Such
information 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.
/s/ Oscar N. Harris Associates, P.A.
Certified Public Accountants
January 31, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 540-669-5531
FAX: 540-669-5576
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Mountain City Manor Limited Partnership
I have audited the accompanying balance sheets of Mountain City
Manor Limited Partnership, D/B/A Mountain City Manor Apartments, as
of December 31, 1996 and 1995, and the related statements of
operation, partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an
opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Mountain City Manor Limited Partnership, D/B/A Mountain City Manor
Apartments, as of December 31, 1996 and 1995, and the results of
its operations, changes in partners' equity and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.
My audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on page 12 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Mountain City Manor Limited Partnership's internal control
structure and a report dated February 15, 1997 on its compliance
with laws and regulations applicable to the financial statements.
/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia
February 15, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 540-669-5531
FAX: 540-669-5576
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Tazewell Village Limited Partnership
I have audited the accompanying balance sheets of Tazewell Village
Limited Partnership, D/B/A Tazewell Village Apartments, as of
December 31, 1996 and 1995, and the related statements of
operation, partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an
opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Tazewell Village Limited Partnership, D/B/A Tazewell Village
Apartments, as of December 31, 1996 and 1995, and the results of
its operations, changes in partners' equity and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.
My audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on page 12 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Tazewell Village Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with laws
and regulations applicable to the financial statements.
/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia
February 15, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 540-669-5531
FAX: 540-669-5576
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Jamestown Village Limited Partnership
I have audited the accompanying balance sheets of Jamestown Village
Limited Partnership, D/B/A Jamestown Village Apartments, as of
December 31, 1996 and 1995, and the related statements of
operation, partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an
opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Jamestown Village Limited Partnership, D/B/A Jamestown Village
Apartments, as of December 31, 1996 and 1995, and the results of
its operations, changes in partners' equity and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.
My audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on page 12 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Jamestown Village Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with laws
and regulations applicable to the financial statements.
/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia
February 15, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 540-669-5531
FAX: 540-669-5576
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Clinch View Manor Limited Partnership
I have audited the accompanying balance sheets of Clinch View Manor
Limited Partnership, D/B/A Clinch View Manor Apartments, as of
December 31, 1996 and 1995, and the related statements of
operation, partners' equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an
opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Clinch
View Manor Limited Partnership, D/B/A Clinch View Manor Apartments,
as of December 31, 1996 and 1995, and the results of its
operations, changes in partners' equity and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
My audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on page 12 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Clinch View Manor Limited Partnership's internal control structure
and a report dated February 15, 1997 on its compliance with laws
and regulations applicable to the financial statements.
/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia
February 15, 1997
<PAGE>
Thomas C. Cunningham, CPA PC
23 Moore Street
Bristol, VA 24201
PHONE: 540-669-5531
FAX: 540-669-5576
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Warsaw Manor Limited Partnership
I have audited the accompanying balance sheets of Warsaw Manor
Limited Partnership, D/B/A Warsaw Manor Apartments, as of December
31, 1996 and 1995, and the related statements of operations for the
year ended December 31, 1996 and the related statements of
partners' equity and cash flows for the years ended December 31,
1996 and 1995. These financial statements are the responsibility
of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Warsaw
Manor Limited Partnership, D/B/A Warsaw Manor Apartments as of
December 31, 1996 and 1995, the results of its operations for the
year ended December 31, 1996, and for the period November 15, 1995
to December 15, 1995 and its changes in partners' equity and cash
flows for the years ended December 31, 1996 and 1995 in conformity
with generally accepted accounting principles.
My audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on page 12 is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in my opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 15, 1997 on my consideration of
Warsaw Manor Limited Partnership's internal control structure and
a report dated February 15, 1997 on its compliance with laws and
regulations applicable to the financial statements.
/s/ Thomas C. Cunningham, CPA PC
Bristol, Virginia
February 15, 1997
<PAGE>
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
Elsa Retirement, Ltd.
(A Texas Limited Partnership)
Burnet, Texas
We have audited the accompanying balance sheets of Elsa Retirement,
Ltd.- (A Texas Limited Partnership), as of December 31, 1996 and
1995, and the related statements of income (loss), partners' equity
and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards as issued by
the Comptroller General of the United States, and the U.S.
Department of Agriculture, Farmers Home Administration Audit
Program. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Elsa
Retirement, Ltd.-(A Texas Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 6, 1997 on our consideration of the
internal control structure of Elsa Retirement, Ltd.-(A Texas
Limited Partnership)and a report dated February 6, 1997 on its
compliance with laws and regulations.
/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 6, 1997
<PAGE>
Lou Anne Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
PHONE: 512-338-0044
FAX: 512-338-5395
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Dilley Retirement, Ltd.
(A Texas Limited Partnership)
Burnet, Texas
We have audited the accompanying balance sheets of Dilley
Retirement, Ltd. (A Texas Limited Partnership) as of December 31,
1996 and 1995, and the related statements of income (loss),
partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards as issued by
the Comptroller General of the United States, and the U.S.
Department of Agriculture, Farmers Home Administration Audit
Program. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Dilley
Retirement, Ltd. (A Texas Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 5, 1997 on our consideration of the
internal control structure of Dilley Retirement, Ltd. (A Texas
Limited Partnership) and a report dated February 5, 1997 on its
compliance with laws and regulations.
/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 5, 1997
<PAGE>
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
Taylor Retirement, Ltd.(A Texas Limited Partnership)
Burnet, Texas
We have audited the accompanying balance sheets of Taylor
Retirement, Ltd. (A Texas Limited Partnership), as of December 31,
1996 and 1995, and the related statements of income (loss),
partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards as issued by
the Comptroller General of the United States, and the U.S.
Department of Agriculture, Farmers Home Administration Audit
Program. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Taylor
Retirement, Ltd.- (A Texas Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of the
internal control structure of Taylor Retirement, Ltd.- (A Texas
Limited Partnership)and a report dated February 7, 1997 on its
compliance with laws and regulations.
/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 7, 1997
<PAGE>
Lou Anne Montey & Associates
2404 Rutland, Suite 104
Austin, TX 78758
PHONE: 512-338-0044
FAX: 512-338-5395
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Donna Retirement, Ltd.-(A Texas Limited Partnership)
Buret, Texas
We have audited the accompanying balance sheets of Donna
Retirement, Ltd.- (A Texas Limited Partnership), as of December 31,
1996 and 1995, and the related statements of income, partners'
equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards 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 Donna
Retirement, Ltd.- (A Texas Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with Generally Accepted
Accounting Principles.
In accordance with Government Auditing Standards, we have also
issued a report dated February 6, 1997 on our consideration of the
internal control structure of Donna Retirement, Ltd.- (A Texas
Limited Partnership)and a report dated February 6, 1997 on its
compliance with laws and regulations.
/s/ Lou Anne Montey & Associates
Certified Public Accountants
Austin, Texas
February 6, 1997
<PAGE>
David Pelliccione, C.P.A., P.C.
340 Eisenhower Dr. Building 800
Savannah, GA 31406
PHONE: 912-354-2334
FAX: 912-354-2443
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Brooks Lane Apartments, L.P.
We have audited the accompanying balance sheets of BROOKS LANE
APARTMENTS, L.P., as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our 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 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 BROOKS
LANE APARTMENTS, L.P., as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements of BROOK LANE APARTMENTS, L.P., taken as
a whole. The Accompanying financial information listed as
supplementary data in the table of contents is presented for
purposes of additional analysis as required by Farmers Home
Administration. The information in these schedules 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 financial statements of
BROOKS LANE APARTMENTS, L.P., taken as a whole.
/s/ David Pelliccione, C.P.A., P.C.
Savannah, Georgia
February 25, 1997
<PAGE>
David Pelliccione, C.P.A., P.C.
340 Eisenhower Dr. Building 800
Savannah, GA 31406
PHONE: 912-354-2334
FAX: 912-354-2443
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Brooks Field Apartments, L.P.
We have audited the accompanying balance sheets of BROOKS FIELD
APARTMENTS, L.P., as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our 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 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 BROOKS
FIELD APARTMENTS, L.P., as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements of BROOK FIELD APARTMENTS, L.P., taken
as a whole. The Accompanying financial information listed as
supplementary data in the table of contents is presented for
purposes of additional analysis as required by Farmers Home
Administration. The information in these schedules 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 financial statements of
BROOKS FIELD APARTMENTS, L.P., taken as a whole.
/s/ David Pelliccione, C.P.A., P.C.
Savannah, Georgia
February 25, 1997
<PAGE>
David Pelliccione, C.P.A., P.C.
340 Eisenhower Dr. Building 800
Savannah, GA 31406
PHONE: 912-354-2334
FAX: 912-354-2443
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Brooks Point Apartments, L.P.
We have audited the accompanying balance sheets of BROOKS POINT
APARTMENTS, L.P., as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our 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 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 BROOKS
POINT APARTMENTS, L.P., as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements of BROOK POINT APARTMENTS, L.P., taken
as a whole. The Accompanying financial information listed as
supplementary data in the table of contents is presented for
purposes of additional analysis as required by Farmers Home
Administration. The information in these schedules 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 financial statements of
BROOKS POINT APARTMENTS, L.P., taken as a whole.
/s/ David Pelliccione, C.P.A., P.C.
Savannah, Georgia
February 25, 1997
<PAGE>
McCartney and McIntyre, P.C.
2121 University Park Drive - Suite 150
Okemos, MI 48864
PHONE: 517-347-5000
FAX: 517-347-5007
INDEPENDENT AUDITORS' REPORT
----------------------------
Partners
Mariner Cove Apartments, Limited Partnership
East Lansing, Michigan
We have audited the accompanying balance sheets of Mariner Cove
Apartments Limited Partnership as of December 31, 1996 and 1995,
and the related statements of revenue, expenses and 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 Mariner
Cove Apartments Limited Partnership as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also
issued reports dated March 19, 1997, on our consideration of
Mariner Cove Apartments Limited Partnership's internal control
structure and its compliance with laws and regulations.
/s/ McCartney and McIntyre, P.C.
Certified Public Accountants
March 19, 1997
<PAGE>
Simmons and Clubb
410 S. Orchard, Suite 156
Boise, ID 83705
PHONE: 208-336-6800
FAX: 208-343-2381
INDEPENDENT AUDITORS' REPORT
----------------------------
General Partner
South Brenchley Housing Limited Partnership
Boise, Idaho
We have audited the accompanying balance sheets of South Brenchley
Housing Limited Partnership as of December 31, 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 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 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 South
Brenchley Housing Limited Partnership as of 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 reports dated February 10, 1997 on our consideration of
South Brenchley's internal control structure, and a report dated
February 10, 1997, on its compliance with specific requirements
applicable to major programs.
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 10, 1997
<PAGE>
Simmons and Clubb
410 S. Orchard, Suite 156
Boise, ID 83705
PHONE: 208-336-6800
FAX: 208-343-2381
INDEPENDENT AUDITORS' REPORT
----------------------------
General Partner
South Brenchley Housing Limited Partnership
Boise, Idaho
We have audited the accompanying balance sheets of South Brenchley
Housing Limited Partnership as of December 31, 1995, and the
related statements of income, partners' equity and cash flows for
the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our 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 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 South
Brenchley Housing Limited Partnership as of December 31, 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
The partnership's tax returns have been filed allowing the partners
to claim a benefit of a low income housing tax credit. Because the
compliance and qualification standards of the low income housing
tax credit are not related to the interest credit agreement and
loan agreement, and because the low income housing tax credit
related to income taxes which are the responsibility of each
individual partner, the scope of our audit was not designed or
intended to audit the partnerships compliance with the low income
housing tax credit laws. Accordingly, our audit cannot be relied
upon to give assurance with regard to the partnerships compliance
with any of the low income housing tax credit laws.
/s/ Roger Clubb
Simmons and Clubb
Certified Public Accountants
Boise, Idaho
February 13, 1996
<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
Homestead West Limited Partnership
We have audited the accompanying balance sheets of Homestead West
Limited Partnership as of December 31, 1996 and 1995 and the
related statements of income, changes in partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our 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'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 our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Homestead West Limited Partnership, as of December 31, 1996 and
1995 and the results of its operations, changes in partners'
capital, and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued our reports dated February 7, 1997 on our consideration of
Homestead West Limited Partnership's internal control and on its
compliance with laws and regulations.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The accompanying
supplemental 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 Homestead West 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 7, 1997
<PAGE>
Miller, Mayer, Sullivan & Stevens
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE: 606-223-3095
FAX: 606-223-2143
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Louisa Senior Apartments, Ltd.
We have audited the accompanying balance sheets of Louisa Senior
Apartments, Ltd., (A Limited Partnership) Case No. 20-064-407447188
as of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' equity (deficit), and cash flows
for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards and the standards for financial audits contained
in Government Auditing Standards issued by the Comptroller General
of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Louisa
Senior Apartments, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued reports dated January 31, 1997 on our consideration of
Louisa Senior Apartments, Ltd.'s internal control structure and
compliance with laws and regulations.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
data included in this report is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements, and in our opinion, is presented fairly, in all
material respects, in relation to the basic financial statements
taken as a whole.
/s/ Miller, Mayer, Sullivan & Stevens
Certified Public Accountants
Lexington, Kentucky
January 31, 1997
<PAGE>
Miller, Mayer, Sullivan & Stevens
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE: 606-223-3095
FAX: 606-223-2143
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Wells Hill Apartments, Ltd.
We have audited the accompanying balance sheet of Wells Hill
Apartments, Ltd., (A Limited Partnership) Case No. 20-086-611204241
as of December 31, 1996 and the related statements of operations,
changes in 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 audits.
We conducted our audit 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 Wells
Hill Apartments, Ltd. as of 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 reports dated February 3, 1997 on our consideration of
Wells Hill Apartments, Ltd.'s internal control structure and
compliance with laws and regulations.
Our audit was 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 3, 1997
<PAGE>
Miller, Mayer, Sullivan & Stevens
2365 Harrodsburg Rd.
Lexington, KY 40504-3399
PHONE: 606-223-3095
FAX: 606-223-2143
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Wells Hill Apartments, Ltd.
We have audited the accompanying balance sheet of Wells Hill
Apartments, Ltd., (A Limited Partnership) Case No. 20-086-611204241
as of December 31, 1995 and the related statements of operations,
changes in partners' equity (deficit), and cash flows for the
period (inception) November 2, 1994 through December 31, 1995.
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 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 Wells
Hill Apartments, Ltd. as of December 31, 1995, and the results of
its operations and its cash flows for the period then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued reports dated February 1, 1996 on our consideration of
Wells Hill Apartments, Ltd.'s internal control structure and
compliance with laws and regulations.
Our audit was 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 1, 1996
<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
Lincoln, Ltd.
Pierre, South Dakota
We have audited the accompanying balance sheets of Lincoln, Ltd. (A
Limited Partnership), as of December 31, 1996 and 1995, and the
related statements of operations, changes in partners' equity and
cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Lincoln, Ltd. as of December 31, 1996 and 1995, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information on pages 12 and 13 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of
Lincoln, Ltd.'s internal control structure and a report dated
February 7, 1997 on its compliance with laws and regulations.
/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
February 7, 1997
<PAGE>
Charles Bailly & Co.
100 North Phillips, Suite 800
Sioux Falls, SD 57102
PHONE: 605-339-1999
FAX: 605-339-1306
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Courtyard, Ltd.
Huron, South Dakota
We have audited the accompanying balance sheets of Courtyard, Ltd.
(A Limited Partnership), as of December 31, 1996 and 1995, and the
related statements of operations, changes in partners' equity and
cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Courtyard, Ltd. as of December 31, 1996 and 1995, and the results
of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary
information on pages 15 and 16 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
In accordance with Government Auditing Standards, we have also
issued a report dated February 7, 1997 on our consideration of
Courtyard, Ltd.'s internal control structure and a report dated
February 7, 1997 on its compliance with laws and regulations.
/s/ Charles Bailly & Co.
Certified Public Accountants
Sioux Falls, South Dakota
February 7, 1997
<PAGE>
Brockway, Chupik, Gersbach & Neimeier, P.C.
P.O. Box 4083
Temple, TX 76505-4083
PHONE: 817-773-9907
FAX: 817-773-1570
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
Leander Housing 1990, Ltd.
Leander, Texas
We have audited the balance sheet of Leander Housing 1990, Ltd. (A
Texas Limited Partnership), as of December 31, 1996 and 1995, and
the related statements of partners' capital (deficit), operations,
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 aforementioned financial statements present
fairly, in all material respects, the financial position of Leander
Housing 1990, Ltd. as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued our reports dated February 4, 1997 in our consideration of
Leander Housing 1990, Ltd.'s internal control and on its compliance
with laws and regulations.
Our audits were made for the purpose of forming an opinion on the
basic financial statement taken as a whole. The supplemental
information on pages 9 through 15 are presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental information presented in
the Year End Report/Analysis (Form 1930-8); Statement of Actual
Budget and Income (Form 1930-7) for the year ended December 31,
1996 and the other Supplemental Data Required by the Rural Housing
and Community Development Services, is presented for purposes of
complying with the requirements of the Rural Housing and Community
Development Services and is 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 our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ Brockway, Chupik, Gersbach & Neimeier, P.C.
Certified Public Accountants
February 4, 1997
<PAGE>
Johnson, Hickey & Murchison, P.C.
651 East Fourth Street, Suite 200
Chattanooga, TN 37403
PHONE: 423-756-0052
FAX: 423-267-5945
INDEPENDENT AUDITORS' REPORT
----------------------------
To the General Partners of
Pleasant Valley Apartments, L.P.:
We have audited the accompanying balance sheets of Pleasant Valley
Apartments, L.P. as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Pleasant Valley Apartments, L.P. as of December 31, 1996 and 1995,
and the results of its operations, changes in partners' equity and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 23, 1997 on our consideration of the
Partnership's internal control structure and our report dated
January 23, 1997, on its compliance with laws and regulations
applicable to the basic financial statements.
/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants
January 23, 1997
<PAGE>
Johnson, Hickey & Murchison, P.C.
651 East Fourth Street, Suite 200
Chattanooga, TN 37403
PHONE: 423-756-0052
FAX: 423-267-5945
INDEPENDENT AUDITORS' REPORT
----------------------------
To the General Partners of
Brookwood Apartments, L.P.:
We have audited the accompanying balance sheets of Brookwood
Apartments, L.P. as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Brookwood Apartments, L.P. as of December 31, 1996 and 1995, and
the results of its operations, changes in partners' equity and its
cash flows for the years then ended in conformity with generally
accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued a report dated January 24, 1997 on our consideration of the
Partnership's internal control structure and our report dated
January 24, 1997, on its compliance with laws and regulations
applicable to the basic financial statements.
/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants
January 24, 1997
<PAGE>
Johnson, Hickey & Murchison, P.C.
651 East Fourth Street, Suite 200
Chattanooga, TN 37403
PHONE: 423-756-0052
FAX: 423-267-5945
INDEPENDENT AUDITORS' REPORT
----------------------------
To the General Partners of
River Rest Apartments, L.P.:
We have audited the accompanying balance sheets of River Rest
Apartments, L.P. as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of River
Rest Apartments, L.P. as of December 31, 1996 and 1995, and the
results of its operations, changes in partners' equity and its cash
flows for the years ended December 31, 1996 and 1995, in conformity
with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also
issued our report dated January 25, 1997 on our consideration of
the Partnership's internal control structure and our report dated
January 25, 1997, on its compliance with laws and regulations
applicable to the basic financial statements.
/s/ Johnson, Hickey & Murchison, P.C.
Certified Public Accountants
January 25, 1997
<PAGE>
Habif, Arogeti & Wynne, P.C.
1073 West Peachtree Street, N.E.
Atlanta, GA 30367
PHONE: 404-892-9651
FAX: 404-876-4328
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Royston Elderly Housing, L.P.
We have audited the accompanying balance sheet of ROYSTON ELDERLY
HOUSING, L.P. (A Limited Partnership), as of December 31, 1996, and
the related statements of income and expenses, 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 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'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 our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of ROYSTON
ELDERLY HOUSING, (L.P.) as of 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 16, 1997 on our consideration of
ROYSTON ELDERLY HOUSING, L.P.'s internal control structure and a
report dated January 16, 1997 on its compliance with laws and
regulations.
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 10-13 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.
/s/ Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 16, 1997
<PAGE>
Leavitt, Christensen & Co.
960 Broadway Avenue, Suite 505
Boise, ID 83706
PHONE: 208-336-8666
FAX: 208-336-8741
INDEPENDENT AUDITORS' REPORT
----------------------------
Managing General Partner
Heritage Park Associates Limited Partnership
Boise, Idaho
We have audited the accompanying balance sheets of Heritage Park
Associates Limited Partnership, as of December 31, 1996 and 1995,
and the related statements of operations, partners' capital
(deficit) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the Rural Development
Audit Program issued in December 1989. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Heritage Park Associates Limited Partnership as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards, we have also
issued reports dated January 25, 1997 on our consideration of
Heritage Park Associates Limited Partnership's internal control
structure and on its compliance with laws and regulations.
The Partnership has filed tax returns with the Internal Revenue
Service which allow the partners to receive the benefit of a low
income housing tax credit. Because the qualifying standards of the
low income housing tax credit are different than the requirements
of the loan agreement and the interest credit agreements, and due
to the fact that the low income housing tax credit relates to
income taxes which are the responsibility of the individual
partners, the scope of these audits were not designed or intended
to audit the compliance with the various low income housing tax
credit laws. Therefore, these audits can not be relied on to give
assurances with regard to compliance with any low income housing
tax credit laws.
/s/ Leavitt, Christensen & Co.
Certified Public Accountants
January 25, 1997
<PAGE>
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
Elderly Housing of Pontotoc, L.P.
Pontotoc, Mississippi
I have audited the accompanying balance sheets of Elderly Housing
of Pontotoc, L.P., a limited partnership, RHS Project No.: 28-058-
640818315 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe that our audits provide a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Elderly
Housing of Pontotoc, L.P., RHS Project No.: 28-058-640818315 as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 10 through 12 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental information presented in
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of
the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 22, 1997 on my consideration of
Elderly Housing Of Pontotoc, L.P.'s internal control structure and
a report dated February 22, 1997 on its compliance with laws and
regulations.
/s/ Donald W. Causey, CPA, P.C.
February 22, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 205-543-3707
FAX: 205-543-9800
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Lakeshore II, Ltd.
Tuskegee, Alabama
I have audited the accompanying balance sheets of Lakeshore II,
Ltd., a limited partnership, RHS Project No.: 01-044-631056927 as
of December 31, 1996 and 1995, and the related statements of
operations, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an
opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe that our audits provide a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Lakeshore II, Ltd., RHS Project No.: 01-044-631056927 as of
December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 10 through 13 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental information presented in
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of
the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 23, 1997 on my consideration of
Lakeshore II, Ltd., internal control structure and a report dated
February 23, 1997 on its compliance with laws and regulations.
/s/ Donald W. Causey, CPA, P.C.
February 23, 1997
<PAGE>
Donald W. Causey, CPA, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 205-543-3707
FAX: 205-543-9800
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Skyview Apartments, Ltd.
Troy, Alabama
I have audited the accompanying balance sheets of Skyview
Apartments, Ltd., a limited partnership, RHS Project No.: 01-055-
631086473 as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States and the U.S. Department of
Agriculture, Farmers Home Administration Audit Program. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe that our audits provide a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Skyview
Apartments, Ltd., RHS Project No.: 01-055-631086473 as of December
31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.
The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 10 through 12 is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental information presented in
the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-
8) Parts I through II for the year ended December 31, 1996 and
1995, is presented for purposes of complying with the requirements
of the Rural Housing Services and is also not a required part of
the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic
financial statements and, in my opinion is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated January 29, 1997 on my consideration of
Skyview Apartments, Ltd., internal control structure and a report
dated January 29, 1997 on its compliance with laws and regulations.
/s/ Donald W. Causey, CPA, P.C.
January 29, 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
Meadowview Apartments, Ltd.
Greenville, Alabama
I have audited the accompanying balance sheets of Meadowview
Apartments, Ltd., a limited partnership, as of December 31, 1996
and 1995, and the related statements of operations, partners'
capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.
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
Meadowview Apartments, Ltd. as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 9 and 10 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 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.
/s/ Donald W. Causey, CPA, P.C.
February 21, 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
Applegate Apartments, Ltd.
Florence, Alabama
I have audited the accompanying balance sheets of Applegate
Apartments, Ltd., a limited partnership, as of December 31, 1996
and 1995, and the related statements of operations, partners'
capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.
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. 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
Applegate Apartments, Ltd., as of December 31, 1996 and 1995, and
the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on page 9 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 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.
/s/ Donald W. Causey, CPA, P.C.
January 28, 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
Heatherwood Apartments, Ltd.
Alexander City, Alabama
I have audited the accompanying balance sheets of Heatherwood
Apartments, Ltd., a limited partnership, as of December 31, 1996,
and the related statements of operations, partners' capital 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.
I conducted the audit in accordance with generally accepted
auditing standards. 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
Heatherwood Apartments, Ltd., as of 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.
The audit were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on pages 9 and 10 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 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.
/s/ Donald W. Causey, CPA, P.C.
February 21, 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
Heatherwood Apartments, Ltd.
Alexander City, Alabama
I have audited the accompanying balance sheets of Heatherwood
Apartments, Ltd., a limited partnership, as of December 31, 1995,
and the related statements of operations, partners' capital 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 audit.
I conducted the audit in accordance with generally accepted
auditing standards. 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 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
Heatherwood Apartments, Ltd., as of December 31, 1995, and the
results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
The audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information on page 9 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 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.
The 1994 financial statements were compiled by me and my report
thereon, dated February 27, 1995 stated I did not audit or review
those financial statements and, accordingly, expressed no opinion
or other form of assurance on them.
/s/ Donald W. Causey, CPA, P.C.
February 9, 1996
<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
Galena Seniors, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Galena Seniors,
L.P. (A Limited Partnership), as of December 31, 1996 and 1995, and
the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our 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 Galena
Seniors L.P. (A Limited Partnership) as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated March 3, 1997 on our consideration of
Galena Seniors, L.P.'s internal control and on its compliance with
laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
March 3, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Purdy Apartments, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Purdy Apartments
L.P. (A Limited Partnership), as of December 31, 1996 and 1995, and
the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our 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 Purdy
Apartments, L.P. (A Limited Partnership) as of December 31, 1996
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated March 1, 1997 on our consideration of
Purdy Apartments,, L.P.'s internal control and on its compliance
with laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
March 1, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Aurora Seniors, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Aurora Seniors,
L.P. (A Limited Partnership), as of December 31, 1996 and 1995, and
the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our 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 Aurora
Seniors L.P. (A Limited Partnership) as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated February 6, 1997 on our consideration of
Aurora Seniors, L.P.'s internal control and on its compliance with
laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
February 6, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Baxter Springs Seniors, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Baxter Springs
Seniors, L.P. (A Limited Partnership), as of December 31, 1996 and
1995, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our 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 Baxter
Springs Seniors L.P. (A Limited Partnership) as of December 31,
1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated February 27, 1997 on our consideration of
Baxter Springs Seniors, L.P.'s internal control and on its
compliance with laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
February 27, 1997
<PAGE>
Turk & Giles, CPAs, P.C.
1823 East 20th - P.O. Box 3766
Joplin, MO 64803
PHONE: 417-623-8666
FAX: 417-623-4075
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Marionville Seniors, L.P.
Joplin, Missouri
We have audited the accompanying balance sheets of Marionville
Seniors, L.P. (A Limited Partnership), as of December 31, 1996 and
1995, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and GOVERNMENT AUDITING STANDARDS issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration AUDIT PROGRAM. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Marionville Seniors, L.P. (A Limited Partnership) as of December
31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally
accepted accounting principles.
In accordance with GOVERNMENT AUDITING STANDARDS, we have also
issued our reports dated March 1, 1997 on our consideration of
Marionville Seniors, L.P.'s internal control and on its compliance
with laws and regulations.
/s/ Turk & Giles, CPAs, P.C.
Certified Public Accountants
March 1, 1997
<PAGE>
Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE: 918-485-8085
FAX: 918-485-3092
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Cavalry Crossing:
I have audited the accompanying balance sheet of Cavalry Crossing
(a Kansas Limited Partnership) as of December 31, 1996, and the
related statements of income, partners' equity, and cash flows for
the year then ended. These financial statements are the
responsibility of the Company's management. My responsibility is
to express an opinion on these financial statements based on my
audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cavalry
Crossing 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
basic financial statements taken as a whole. The supplemental
information is presented for purposes of additional analysis and is
not a required part of the basic financial statements. The
supplementary information, The Schedule of Maintenance Expenses has
been subjected to the audit procedures applied in the audit of the
basic financial statements and, in my opinion, 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 26, 1997 on my consideration of
Cavalry Crossing's internal control structure and a report dated
February 26, 1997 on its compliance with laws and regulations.
/s/ Suellen Doubet, CPA
Wagoner, OK 74467
February 26, 1997
<PAGE>
Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE: 918-485-8085
FAX: 918-485-3092
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Cavalry Crossing:
I have audited the accompanying balance sheet of Cavalry Crossing
(a Kansas Limited Partnership) as of December 31, 19956, and the
related statements of income, partners' equity, and cash flows for
the year then ended. These financial statements are the
responsibility of the Company's management. My responsibility is
to express an opinion on these financial statements based on my
audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cavalry
Crossing as of December 31, 1995, and the results of its operations
and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
My audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information is presented for purposes of additional analysis and is
not a required part of the basic financial statements. The
supplementary information, The Schedule of Maintenance Expenses has
been subjected to the audit procedures applied in the audit of the
basic financial statements and, in my opinion, 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 29, 1996 on my consideration of
Cavalry Crossing's internal control structure and a report dated
February 29, 1996 on its compliance with laws and regulations.
/s/ Suellen Doubet, CPA
Wagoner, OK 74467
February 29, 1996
<PAGE>
Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE: 918-485-8085
FAX: 918-485-3092
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sycamore Landing:
I have audited the accompanying balance sheet of Sycamore Landing
(a Kansas Limited Partnership) as of December 31, 1996, and the
related statements of income, partners' equity, and cash flows for
the year then ended. These financial statements are the
responsibility of the Company's management. My responsibility is
to express an opinion on these financial statements based on my
audits.
I conducted my audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Sycamore Landing 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
basic financial statements taken as a whole. The supplemental
information is presented for purposes of additional analysis and is
not a required part of the basic financial statements. The
supplementary information, The Schedule of Maintenance Expenses has
been subjected to the audit procedures applied in the audit of the
basic financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, I have also
issued a report dated February 24, 1997 on my consideration of
Sycamore Landing's internal control structure and a report dated
February 24, 1997 on its compliance with laws and regulations.
/s/ Suellen Doubet, CPA
Wagoner, OK 74467
February 24, 1997
<PAGE>
Suellen Doubet, CPA
226 East Cherokee
Wagoner, OK 74467
PHONE: 918-485-8085
FAX: 918-485-3092
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Sycamore Landing:
I have audited the accompanying balance sheet of Sycamore Landing
(a Kansas Limited Partnership) as of December 31, 1995, and the
related statements of income, partners' equity, and cash flows for
the year then ended. These financial statements are the
responsibility of the Company's management. My responsibility is
to express an opinion on these financial statements based on my
audits.
I conducted my 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
Sycamore Landing as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in conformity
with generally accepted accounting principles.
My audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
information is presented for purposes of additional analysis and is
not a required part of the basic financial statements. The
supplementary information, The Schedule of Maintenance Expenses has
been subjected to the audit procedures applied in the audit of the
basic financial statements and, in my opinion, 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 29, 1996 on my consideration of
Sycamore Landing's internal control structure and a report dated
February 29, 1996 on its compliance with laws and regulations.
/s/ Suellen Doubet, CPA
Wagoner, OK 74467
February 29, 1996
<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
Parsons Village:
I have audited the accompanying balance sheet of Parsons Village (a
Kansas Limited Partnership) as of December 31, 1996, and December
31, 1995 and the related statements of income, partners' equity,
and cash flows for the year then ended. These financial statements
are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audits.
I conducted my audits in accordance with generally accepted
auditing standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that I plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Parsons
Village as of December 31, 1996, December 31, 1995 and the results
of its operations and its cash flows for the year 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 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, 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 March 11, 1997 on my consideration of Parsons
Village's internal control structure and a report dated March 11,
1997 on its compliance with laws and regulations.
This report is intended for the information of management and RECD.
This restriction is not intended to limit the distribution of this
report, which is a matter of public record.
/s/ Suellen Doubet, CPA
Wagoner, OK 74467
March 11, 1997
<PAGE>
Reznick, Fedder & Silverman
P.O. Box 501298
Atlanta, GA 31150-1298
PHONE: 770-844-0644
FAX: 770-844-7363
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Brookstone Apartments, L.P.
We have audited the accompanying balance sheets of Brookstone
Apartments, L.P., RHS Project No.: 10-055-582001269, as of December
31, 1996 and 1995, and the related statements of operations,
partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Brookstone Apartments, L.P., RHS Project No.: 10-055-582001269, as
of December 31, 1996 and 1995, and the results of its operations,
changes in partners' equity and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.
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 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 reports dated February 1, 1997, on our consideration of
Brookstone Apartments, L.P.'s internal control structure and on its
compliance with laws and regulations.
/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 1, 1997
<PAGE>
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
Brookshollow Apartments, L.P.
We have audited the accompanying balance sheets of Brookshollow
Apartments, L.P., RHS Project No.: 11-012-582001271, as of December
31, 1996 and 1995, and the related statements of operations,
partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Brookshollow Apartments, L.P., RHS Project No.: 11-012-582001271,
as of December 31, 1996 and 1995, and the results of its
operations, changes in partners' equity and its cash flows for the
years then ended, in conformity with generally accepted accounting
principles.
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 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 reports dated February 1, 1997, on our consideration of
Brookshollow Apartments, L.P.'s internal control structure and on
its compliance with laws and regulations.
/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Atlanta, Georgia
February 1, 1997
<PAGE>
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
Morningside Villa Limited Partnership
(A Limited Partnership)
DBA Morningside Villa Apartments
Mansfield, OH
We have audited the accompanying balance sheets of Morningside
Villa Limited Partnership (A Limited Partnership), DBA Morningside
Villa Apartments, FmHA Case No. 41-033-341622448, as of December
31, 1996 and 1995, and the related income statements, changes in
partners' equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the project's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration 'Audit Program' issued
in December 1989. Those standards and Audit Program require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Morningside Villa Limited Partnership (A Limited Partnership), DBA
Morningside Villa Apartments, FmHA Case No. 41-033-341622448, at
December 31, 1996 and 1995, and the results of its operations,
changes in partners' equity (deficit),and cash flows for the years
then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental data
included in this report (shown on pages 14-18) are presented for
the purpose of additional analysis and are not a required part of
the financial statements of FmHA Case No. 41-033-341622448. Such
information has been subjected to the same auditing procedures
applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also
issued a report dated January 15, 1997 on our consideration of
Morningside Villa Limited Partnership's internal control structure
and a report dated January 15, 1997 on its compliance with specific
requirements applicable to Rural Development Services programs.
/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
Larry C. Stemen CPA & Associates
380 South Fifth Street, The Americana - Suite 1
Columbus, OH 43215
PHONE: 614-224-0955
FAX: 614-224-0971
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Kenton Apartments Company Limited Partnership
(A Limited Partnership)
DBA Springbrook Commons
Mansfield, OH
We have audited the accompanying balance sheets of Kenton
Apartments Company Limited Partnership (A Limited Partnership), DBA
Springbrook Commons, FmHA Case No. 41-033-0382999141, as of
December 31, 1996 and 1995, and the related income statements,
changes in partners' equity (deficit) and cash flows for the years
then ended. These financial statements are the responsibility of
the project's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States, and the U.S. Department
of Agriculture, Farmers Home Administration 'Audit Program' issued
in December 1989. Those standards and Audit Program require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Kenton
Apartments Company Limited Partnership (A Limited Partnership), DBA
Springbrook Commons, FmHA Case No. 41-033-0382999141, at December
31, 1996 and 1995, and the results of its operations, changes in
partners' equity (deficit),and cash flows for the years then ended
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental data
included in this report (shown on pages 14-18) are presented for
the purpose of additional analysis and are not a required part of
the financial statements of FmHA Case No. 41-033-0382999141. Such
information has been subjected to the same auditing procedures
applied in the audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also
issued a report dated January 15, 1997 on our consideration of
Kenton Apartments Company Limited Partnership's internal control
structure and a report dated January 15, 1997 on its compliance
with specific requirements applicable to Rural Development Services
programs.
/s/ Larry C. Stemen CPA & Associates
Certified Public Accountants
Columbus, Ohio
January 15, 1997
<PAGE>
Burrus, Paul & Turnbull CPAs
1230 Crestar Bank Bldg
Norfolk, VA 23510
PHONE: 757-623-3236
FAX: 757-627-8603
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners
Lovingston Ridge
(A Limited Partnership)
Yorktown, Virginia
We have audited the accompanying balance sheets of Lovingston Ridge
(A Limited Partnership), as of December 31, 1996 and 1995, and the
related statements of operations, partners' equity and cash flows
for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing Standards and Government Auditing Standards issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Lovingston Ridge (A Limited Partnership) as of December 31, 1996
and 1995, and the results of its operations and its cash flows for
the years then ended in conformity with generally accepted
accounting principles.
/s/ Burrus, Paul & Turnbull CPAs
Certified Public Accountants
February 5, 1997
<PAGE>
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
a.(1) Financial Statements - see accompanying index to
financial statements, Item 8.
(2) Financial Statement Schedules -
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 -
Table
Number
Page
1.1 Form of Dealer Manager Agreement, including
Soliciting Dealer Agreement
1.2 Form of Escrow Agreement between Gateway Tax
Credit Fund III Ltd. and First Union National
Bank
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 III 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 Nottingham Apartments, Ltd.
3.5 Amended and Restated Agreement of Limited
Partnership of Cedar Hollow Apartments Limited
Partnership
3.6 Amended and Restated Agreement of Limited
Partnership of Sunrise I Apartments Limited
Partnership
5.1 Legality opinion of Riden, Earle & Kiefner,
P.A. is included in Exhibit 8.1
8.1 Tax opinion and consent of Riden, Earle &
Kiefner, P.A.
24.1 The consent of Spence, Marston, Bunch, Morris
& Co.
24.1.1 The consent of Spence, Marston, Bunch, Morris
& Co. to all references made to them in the
Registration Statement and the inclusion
therein of the financial statements of Raymond
James Tax Credit Funds, Inc. and Raymond James
Partners, Inc. for the fiscal year ended
September 25, 1992
24.1.2 The consent of Spence, Marston, Bunch, Morris
& Co. to all references made to them in the
Registration Statement and the inclusion
therein of the financial statements of Raymond
James Tax Credit Funds, Inc. and Raymond James
Partners, Inc. for the fiscal year ended
September 25, 1992 and the Registrant for the
period ended March 31, 1992
24.4 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 III Ltd.,
and all amendments thereto is included in their
opinions filed as Exhibit 8.1 to the
Registration Statement.
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
* Included with Form S-11, Registration No. 33-44238 and
amendments and supplements thereto previously filed with the
Securities and Exchange Commission.
b. Reports filed on Form 8-K - NONE
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 7
Low Income Housing Apartments
# of Mtg Loan
Partnership Location Units Balance
Nottingham Pisgah, AL 18 $ 595,410
Cedar Hollow Waterloo, NE 24 769,334
Sunrise Mission, SD 44 2,051,624
Mountain City Mountain City,TN 40 1,329,830
Burbank Falls City, NE 24 813,111
Washington Bloomfield, NE 24 806,058
BrookStone McCaysville, GA 40 1,220,691
Tazewell New Tazewell,TN 44 1,421,113
N. Irvine Irvine, KY 24 799,444
Horton Horton, KS 24 776,324
Manchester Manchester, GA 42 1,226,764
Waynesboro Waynesboro, GA 24 685,195
Lakeland II Lakeland, GA 30 844,942
Mt. Vernon Mt. Vernon, GA 24 754,008
Meadow Run Dawson, GA 48 1,454,602
Spring Creek II Quitman, GA 24 681,068
Warm Springs Warm Springs, GA 22 683,651
Blue Ridge Blue Ridge, GA 41 1,110,109
Walnut Elk Point, SD 24 831,217
Pioneer Mountain View, AR 48 1,220,274
Dilley Dilley, TX 28 730,667
Elsa Elsa, TX 40 1,048,560
Clinch View Gate City, VA 42 1,483,874
Jamestown Jamestown, TN 40 1,238,280
Leander Leander, TX 36 925,903
Louisa Sr. Louisa, KY 36 1,212,810
Orchard Commons Crab Orchard, KY 12 372,813
Vardaman Vardaman, MS 24 741,263
Heritage Park Paze, AZ 32 1,257,537
BrooksHollow Jasper, GA 40 1,203,899
Cavalry Crossing Ft. Scott, KS 40 1,434,031
Carson City Carson City, KS 24 800,102
Matteson Capa, KS 24 773,962
Pembroke Pembroke, KY 16 521,833
Robynwood Cynthiana, KY 24 798,300
Atoka Atoka, OK 24 693,353
Coalgate Coalgate, OK 24 692,224
Hill Creek West Blocton, AL 24 790,395
Cardinal Mountain Home. AR 32 167,579
-----------
Total Series 7 $36,962,154
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 8
# of Mtg Loan
Partnership Units Balance
Purdy Purdy, MO 16 $ 466,980
Galena Galena, KS 24 617,434
Antlers 2 Antlers, OK 24 654,987
Holdenville Holdenville, OK 24 742,784
Wetumka Wetumka, OK 24 677,182
Mariners Cove Marine City, MI 32 1,050,869
Mariners Cove Sr. Marine City, MI 24 813,894
Antlers Antlers, OK 36 1,107,775
Bentonville Bentonville, AR 24 650,688
Deerpoint Elgin, AL 24 772,887
Aurora Aurora, MO 28 737,722
Baxter Baxter Springs, KS 16 438,753
Arbor Gate Bridgeport, AL 24 769,760
Timber Ridge Collinsville, AL 24 746,687
Concordia Sr. Concordia, KS 24 696,882
Mountainburg Mountainburg, AR 24 728,637
Lincoln Pierre, SD 25 898,408
Fox Ridge Russellville, AL 24 754,158
Meadow View Bridgeport, NE 16 600,253
Sheridan Auburn, NE 16 620,680
Morningside Kenton, OH 32 987,566
Grand Isle Grand Isle, ME 16 951,364
Meadowview Van Buren, AR 29 800,972
Taylor Taylor, TX 44 1,270,162
Brookwood Gainesboro, TN 44 1,494,470
Pleasant Valley Lynchburg, TN 33 1,115,682
Reelfoot Ridgely, TN 20 669,863
River Rest Newport, TN 34 1,163,551
Kirskville Kirksville, MO 24 692,233
Cimmaron Arco, ID 24 846,651
Kenton Kenton, OH 46 1,448,429
Lovingston Lovingston, VA 64 2,272,590
Pontotoc Pontotoc, MS 36 1,116,929
So. Brenchley Rexburg, ID 30 1,254,085
Hustonville Hustonville, KY 16 535,397
Northpoint Jackson, KY 24 910,345
Brooks Field Louisville, GA 32 968,431
Brooks Lane Clayton, GA 36 1,116,405
Brooks Point Dahlonega, GA 41 1,383,834
Brooks Run Jasper, GA 24 768,257
Logan Heights Russellville, KY 24 794,454
Lakeshore 2 Tuskegee, AL 36 1,164,716
Cottondale Cottondale, FL 25 771,500
-----------
Total Series 8 $39,045,306
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 9
# of Mtg Loan
Partnership Units Balance
Jay Jay, OK 24 $ 662,734
Boxwood Lexington, TX 24 636,342
Stilwell 3 Stilwell, OK 16 477,680
Arbor Trace Lake Park, GA 24 752,633
Arbor Trace 2 Lake Park, GA 42 1,478,998
Omega Omega, GA 36 1,149,550
Cornell 2 Watertown, SD 24 936,928
Elm Creek Pierre, SD 24 969,011
Marionville Marionville, MO 20 575,291
Lamar Lamar, AR 24 728,959
Mt. Glen Heppner, OR 24 842,662
Centreville Centreville, AL 24 800,483
Skyview Troy, AL 36 1,150,474
Sycamore Coffeyville, KS 40 1,434,942
Bradford Cumberland, KY 24 802,184
Cedar Lane London, KY 24 757,335
Stanton Stanton, KY 24 816,176
Abernathy Abernathy, TX 24 640,078
Pembroke Pembroke, KY 24 810,061
Meadowview Greenville, AL 24 671,761
Town Branch Mt. Vernon, KY 24 788,223
Fox Run Ragland, AL 24 791,263
Maple Street Emporium, PA 32 1,382,590
Manchester Manchester, GA 18 598,803
-----------
Total Series 9 $20,655,161
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 10
# of Mtg Loan
Partnership Units Balance
Redstone Challis, ID 24 $ 861,430
Albany Albany, KY 24 796,257
Oak Terrace Bonifay, FL 18 553,294
Wellshill West Liberty, KY 32 1,096,961
Applegate Florence, AL 36 1,118,915
Heatherwood Alexander City, AL 36 953,607
Peachtree Gaffney, SC 28 1,018,894
Donna Donna, TX 50 1,452,231
Wellsville Wellsville, NY 24 1,087,920
Tecumseh Tecumseh, NE 24 878,728
Clay City Clay City, KY 24 824,720
Irvine West Irvine, KY 24 820,720
New Castle New Castle, KY 24 818,660
Stigler Stigler, OK 20 603,756
Courtyard Huron, SD 21 656,536
-----------
Total Series 10 $13,542,629
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 11
# of Mtg Loan
Partnership Units Balance
Homestead Pinetop, AZ 32 $ 1,303,725
Mountain Oak Collinsville, AL 24 700,117
Eloy Eloy, AZ 24 653,315
Gila Bend Gila Bend, AZ 36 981,114
Creekstone Dallas, GA 40 1,143,574
Tifton Tifton, GA 36 1,028,303
Cass Towne Cartersville, GA 10 195,417
Warsaw Warsaw, VA 56 2,708,203
Royston Royston, GA 25 754,812
Red Bud Mokane, MO 8 241,964
Cardinal Mountain Home, AR 32 109,328
Parsons Parsons, KS 38 1,105,359
-----------
Total Series 11 $10,925,231
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
Net
SERIES 7 Cost At Acquisition Date Improvements
Buildings Capitalized
Improvements Subsequent to
Partnership Land & Equipment Acquisition
Nottingham $ 21,070 $ 695,113 $ 194
Cedar Hollow 25,000 889,355 3,823
Sunrise 30,000 837,000 1,640,527
Mountain City 67,000 1,345,826 185,280
Burbank 25,000 595,780 355,791
Washington 30,000 401,435 530,778
BrookStone 45,000 176,183 1,236,013
Tazewell 75,000 834,811 792,502
N. Irvine 27,600 696,407 294,400
Horton 15,615 641,460 275,465
Manchester 40,000 243,179 1,189,886
Waynesboro 45,310 107,860 662,681
Lakeland II 30,000 149,453 830,194
Mt. Vernon 19,500 156,335 724,691
Meadow Run 20,000 241,802 1,483,831
Spring Creek II 40,000 117,323 651,152
Warm Springs 45,000 196,691 579,067
Blue Ridge 0* 234,193 1,100,420
Walnut 20,000 112,079 862,016
Pioneer 30,000 1,092,918 198,138
Dilley 30,000 847,755 11,296
Elsa 40,000 1,286,910 12,494
Clinch View 99,000 409,447 1,268,705
Jamestown 53,800 436,875 1,007,289
Leander 46,000 1,063,200 4,570
Louisa Sr. 90,000 449,409 965,250
Orchard Commons 28,789 452,556 (1,684)
Vardaman 15,000 93,877 796,817
Heritage Park 199,000 1,243,700 103,088
BrooksHollow 67,155 183,029 1,184,948
Cavalry Crossing 82,300 894,246 768,367
Carson City 86,422 354,778 515,811
Matteson 28,438 556,314 347,546
Pembroke 22,000 190,283 411,021
Robynwood 35,000 315,110 661,574
Atoka 16,000 819,334 0
Coalgate 22,500 806,005 0
Hill Creek 29,337 622,291 304,625
Cardinal 24,207 650,852 102,207
---------- ----------- -----------
Total Series 7 $1,666,043 $21,441,174 $22,060,773
* Land was donated to the Blue Ridge Elderly Partnership.
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
Net
SERIES 8 Cost At Acquisition Date Improvements
Buildings Capitalized
Improvements Subsequent to
Partnership Land & Equipment Acquisition
Purdy $ 64,823 $ 493,596 $ 2,376
Galena 19,200 362,505 362,952
Antlers 2 26,000 761,859 0
Holdenville 15,000 877,598 0
Wetumka 19,977 792,876 0
Mariners Cove 117,192 1,134,974 7,478
Mariners Cove Sr. 72,252 901,745 10,272
Antlers 50,529 1,270,510 0
Bentonville 15,220 743,269 0
Deerpoint 33,250 912,974 (13,750)
Aurora 164,350 716,471 1,835
Baxter 13,800 418,296 91,651
Arbor Gate 43,218 873,748 391
Timber Ridge 15,145 879,334 194
Concordia Sr. 65,000 776,131 (14,742)
Mountainburg 20,000 863,990 0
Lincoln 121,000 933,872 17,977
Fox Ridge 35,000 867,785 1
Meadow View 29,000 686,959 1,161
Sheridan 20,100 373,018 349,228
Morningside 31,163 1,152,691 0
Grand Isle 20,000 1,180,210 0
Meadowview 40,000 954,717 0
Taylor 105,335 1,185,923 239,510
Brookwood 28,148 1,780,090 1,033
Pleasant Valley 56,269 1,288,452 1,507
Reelfoot 13,000 118,127 683,441
River Rest 50,750 431,259 921,416
Kirskville 50,000 188,140 593,352
Cimmaron 18,000 611,963 448,596
Kenton 61,699 785,703 914,332
Lovingston 178,985 2,215,782 326,079
Pontotoc 40,500 312,296 973,317
So. Brenchley 99,658 492,781 956,234
Hustonville 20,000 672,270 869
Northpoint 140,000 942,599 0
Brooks Field 45,762 113,295 1,012,766
Brooks Lane 57,500 123,401 1,164,960
Brooks Point 108,000 135,053 1,410,767
Brooks Run 50,000 158,025 715,789
Logan Heights 24,600 422,778 504,352
Lakeshore 2 45,000 273,501 1,096,061
Cottondale 36,000 911,975 344
---------- ----------- -----------
Total Series 8 $2,280,425 $32,092,541 $12,781,749
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
Net
SERIES 9 Cost At Acquisition Date Improvements
Buildings Capitalized
Improvements Subsequent to
Partnership Land & Equipment Acquisition
Jay $ 30,000 $ 103,524 $ 677,073
Boxwood 22,273 718,529 30,137
Stilwell 3 15,567 82,347 489,218
Arbor Trace 62,500 185,273 670,585
Arbor Trace 2 100,000 361,210 1,345,225
Omega 35,000 188,863 1,183,441
Cornell 2 29,155 576,296 528,552
Elm Creek 71,360 233,390 850,398
Marionville 24,900 409,497 261,031
Lamar 18,000 202,240 684,085
Mt. Glen 23,500 480,064 553,147
Centreville 36,000 220,952 715,929
Skyview 120,000 220,161 1,053,518
Sycamore 64,408 415,748 1,278,156
Bradford 66,000 285,025 704,607
Cedar Lane 49,750 952,314 (6,783)
Stanton 41,584 959,574 0
Abernathy 30,000 751,898 0
Pembroke 43,000 955,687 0
Meadowview 46,270 1,086,351 971
Town Branch 21,000 942,114 21,296
Fox Run 47,467 919,296 0
Maple Street 85,000 1,178,856 433,863
Manchester 24,100 711,035 0
---------- ----------- -----------
Total Series 9 $1,106,834 $13,140,244 $11,474,449
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
Net
SERIES 10 Cost At Acquisition Date Improvements
Buildings Capitalized
Improvements Subsequent to
Partnership Land & Equipment Acquisition
Redstone $ 24,000 $ 747,591 $ 322,425
Albany 39,500 990,162 0
Oak Terrace 27,200 633,284 1,179
Wellshill 75,000 1,270,844 0
Applegate 125,000 1,467,675 241,236
Heatherwood 55,000 1,551,679 699
Peachtree 25,000 1,021,466 0
Donna 112,000 1,661,889 2,633
Wellsville 38,000 1,286,389 8,224
Tecumseh 20,000 1,038,151 1,275
Clay City 22,750 998,334 0
Irvine West 25,000 1,060,585 753
New Castle 40,575 971,520 6,955
Stigler 24,000 730,056 0
Courtyard 12,000 465,936 285,242
---------- ----------- ---------
Total Series 10 $ 665,025 $15,895,561 $ 870,621
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
Net
SERIES 11 Cost At Acquisition Date Improvements
Buildings Capitalized
Improvements Subsequent to
Partnership Land & Equipment Acquisition
Homestead $ 126,000 $ 1,628,502 $ 0
Mountain Oak 30,000 473,033 376,391
Eloy 12,000 882,913 (2,987)
Gila Bend 18,000 945,233 311,414
Creekstone 130,625 170,655 1,707,324
Tifton 17,600 192,853 1,463,998
Cass Towne 22,690 301,458 172
Warsaw 146,800 3,200,738 5,342
Royston 36,000 785,602 111,218
Red Bud 5,500 295,617 0
Cardinal 15,793 424,616 66,680
Parsons 45,188 953,512 318,471
---------- ----------- ----------
Total Series 11 $ 606,196 $10,254,732 $4,358,023
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
Gross Amount At Which Carried At
SERIES 7 December 31, 1996
Buildings,
Improvements
Partnership Land & Equipment Total
Nottingham $ 21,070 $ 695,307 $ 716,377
Cedar Hollow 26,500 891,678 918,178
Sunrise 30,000 2,477,527 2,507,527
Mountain City 67,000 1,531,106 1,598,106
Burbank 37,000 939,571 976,571
Washington 52,733 909,480 962,213
BrookStone 45,000 1,412,196 1,457,196
Tazewell 75,000 1,627,313 1,702,313
N. Irvine 27,600 990,807 1,018,407
Horton 15,615 916,925 932,540
Manchester 49,455 1,423,610 1,473,065
Waynesboro 34,500 781,351 815,851
Lakeland II 29,600 980,047 1,009,647
Mt. Vernon 19,500 881,026 900,526
Meadow Run 40,000 1,705,633 1,745,633
Spring Creek II 30,000 778,475 808,475
Warm Springs 20,000 800,758 820,758
Blue Ridge 0 1,334,613 1,334,613
Walnut 62,700 931,395 994,095
Pioneer 30,000 1,291,056 1,321,056
Dilley 30,000 859,051 889,051
Elsa 40,000 1,299,404 1,339,404
Clinch View 99,000 1,678,152 1,777,152
Jamestown 53,800 1,444,164 1,497,964
Leander 46,000 1,067,770 1,113,770
Louisa Sr. 90,000 1,414,659 1,504,659
Orchard Commons 28,789 450,872 479,661
Vardaman 23,609 882,085 905,694
Heritage Park 199,000 1,346,788 1,545,788
BrooksHollow 67,000 1,368,132 1,435,132
Cavalry Crossing 84,118 1,660,795 1,744,913
Carson City 40,028 916,983 957,011
Matteson 39,000 893,298 932,298
Pembroke 22,000 601,304 623,304
Robynwood 35,000 976,684 1,011,684
Atoka 16,000 819,334 835,334
Coalgate 22,500 806,005 828,505
Hill Creek 29,337 926,916 956,253
Cardinal 24,207 753,059 777,266
---------- ----------- -----------
Total Series 7 $1,702,661 $43,465,329 $45,167,990
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 8 Gross Amount At Which Carried At
December 31, 1996
Buildings,
Improvements
Partnership Land & Equipment Total
Purdy $ 65,351 $ 495,444 $ 560,795
Galena 82,599 662,058 744,657
Antlers 2 26,000 761,859 787,859
Holdenville 15,000 877,598 892,598
Wetumka 19,977 792,876 812,853
Mariners Cove 122,656 1,136,988 1,259,644
Mariners Cove Sr. 78,918 905,351 984,269
Antlers 50,529 1,270,510 1,321,039
Bentonville 15,220 743,269 758,489
Deerpoint 19,500 912,974 932,474
Aurora 164,350 718,306 882,656
Baxter 41,308 482,439 523,747
Arbor Gate 43,218 874,139 917,357
Timber Ridge 15,145 879,528 894,673
Concordia Sr. 65,000 761,389 826,389
Mountainburg 20,000 863,990 883,990
Lincoln 122,444 950,405 1,072,849
Fox Ridge 35,000 867,786 902,786
Meadow View 29,000 688,120 717,120
Sheridan 32,300 710,046 742,346
Morningside 31,163 1,152,691 1,183,854
Grand Isle 20,000 1,180,210 1,200,210
Meadowview 40,000 954,717 994,717
Taylor 105,335 1,425,433 1,530,768
Brookwood 28,148 1,781,123 1,809,271
Pleasant Valley 56,269 1,289,959 1,346,228
Reelfoot 13,827 800,741 814,568
River Rest 52,062 1,351,363 1,403,425
Kirskville 50,000 781,492 831,492
Cimmaron 6,000 1,072,559 1,078,559
Kenton 61,699 1,700,035 1,761,734
Lovingston 194,772 2,526,074 2,720,846
Pontotoc 40,500 1,285,613 1,326,113
So. Brenchley 99,658 1,449,015 1,548,673
Hustonville 20,000 673,139 693,139
Northpoint 140,000 942,599 1,082,599
Brooks Field 45,761 1,126,062 1,171,823
Brooks Lane 57,500 1,288,361 1,345,861
Brooks Point 108,000 1,545,820 1,653,820
Brooks Run 50,366 873,448 923,814
Logan Heights 24,600 927,130 951,730
Lakeshore 2 45,000 1,369,562 1,414,562
Cottondale 36,000 912,319 948,319
---------- ----------- -----------
Total Series 8 $2,390,175 $44,764,540 $47,154,715
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 9 Gross Amount At Which Carried At
December 31, 1996
Buildings,
Improvements
Partnership Land & Equipment Total
Jay $ 25,000 $ 785,597 $ 810,597
Boxwood 22,273 748,666 770,939
Stilwell 3 10,000 577,132 587,132
Arbor Trace 62,500 855,858 918,358
Arbor Trace 2 100,000 1,706,435 1,806,435
Omega 35,000 1,372,304 1,407,304
Cornell 2 86,281 1,047,722 1,134,003
Elm Creek 125,045 1,030,103 1,155,148
Marionville 88,439 606,989 695,428
Lamar 18,000 886,325 904,325
Mt. Glen 23,500 1,033,211 1,056,711
Centreville 36,000 936,881 972,881
Skyview 120,000 1,273,679 1,393,679
Sycamore 64,600 1,693,712 1,758,312
Bradford 66,000 989,632 1,055,632
Cedar Lane 49,750 945,531 995,281
Stanton 41,584 959,574 1,001,158
Abernathy 30,000 751,898 781,898
Pembroke 43,000 955,687 998,687
Meadowview 46,270 1,087,322 1,133,592
Town Branch 21,000 963,410 984,410
Fox Run 47,467 919,296 966,763
Maple Street 85,000 1,612,719 1,697,719
Manchester 27,200 707,935 735,135
---------- ----------- -----------
Total Series 9 $1,273,909 $24,447,618 $25,721,527
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 10 Gross Amount At Which Carried At
December 31, 1996
Buildings,
Improvements
Partnership Land & Equipment Total
Redstone $ 7,600 $ 1,086,416 $ 1,094,016
Albany 39,500 990,162 1,029,662
Oak Terrace 27,200 634,463 661,663
Wellshill 75,000 1,270,844 1,345,844
Applegate 125,000 1,708,911 1,833,911
Heatherwood 55,000 1,552,378 1,607,378
Peachtree 25,000 1,021,466 1,046,466
Donna 112,000 1,664,522 1,776,522
Wellsville 38,000 1,294,613 1,332,613
Tecumseh 20,000 1,039,426 1,059,426
Clay City 22,750 998,334 1,021,084
Irvine West 25,000 1,061,338 1,086,338
New Castle 40,575 978,475 1,019,050
Stigler 24,000 730,056 754,056
Courtyard 69,572 693,606 763,178
-------- ----------- -----------
Total Series 10 $706,197 $16,725,010 $17,431,207
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 11 Gross Amount At Which Carried At
December 31, 1996
Buildings,
Improvements
Partnership Land & Equipment Total
Homestead $126,000 $ 1,628,502 $ 1,754,502
Mountain Oak 30,000 849,424 879,424
Eloy 12,000 879,926 891,926
Gila Bend 18,000 1,256,647 1,274,647
Creekstone 130,650 1,877,954 2,008,604
Tifton 17,600 1,656,851 1,674,451
Cass Towne 22,690 301,630 324,320
Warsaw 146,800 3,206,080 3,352,880
Royston 36,000 896,820 932,820
Red Bud 5,500 295,617 301,117
Cardinal 15,793 491,296 507,089
Parsons 38,437 1,278,734 1,317,171
-------- ----------- -----------
Total Series 11 $599,470 $14,619,481 $15,218,951
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 7
Accumulated Depreciable
Partnership Depreciation Life
Nottingham $ 86,572 5.0-40.0
Cedar Hollow 102,059 7.0-40.0
Sunrise 338,019 5.0-27.5
Mountain City 263,620 7.0-27.5
Burbank 143,032 5.0-30.0
Washington 154,797 5.0-30.0
BrookStone 160,472 5.0-27.5
Tazewell 270,221 7.0-27.5
N. Irvine 103,287 5.0-40.0
Horton 159,259 5.0-25.0
Manchester 156,091 5.0-25.0
Waynesboro 88,839 10.0-30.0
Lakeland II 122,901 10.0-30.0
Mt. Vernon 78,985 5.0-30.0
Meadow Run 186,290 7.0-27.5
Spring Creek II 88,187 10.0-30.0
Warm Springs 105,833 5.0-40.0
Blue Ridge 170,579 5.0-25.0
Walnut 119,671 5.0-40.0
Pioneer 165,778 12.0-40.0
Dilley 74,905 5.0-50.0
Elsa 144,249 7.0-50.0
Clinch View 264,368 7.0-27.5
Jamestown 222,694 7.0-27.5
Leander 176,789 7.0-30.0
Louisa Sr. 171,031 5.0-40.0
Orchard Commons 63,870 5.0-40.0
Vardaman 84,918 5.0-40.0
Heritage Park 238,215 7.0-27.5
BrooksHollow 143,021 5.0-27.5
Cavalry Crossing 173,608 12.0-40.0
Carson City 145,120 7.0-27.5
Matteson 149,579 7.0-27.5
Pembroke 73,798 5.0-40.0
Robynwood 112,727 5.0-40.0
Atoka 132,749 5.0-25.0
Coalgate 138,002 5.0-25.0
Hill Creek 95,528 7.0-27.5
Cardinal 42,396 7.0-27.5
----------
Total Series 7 $5,712,059
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 8
Accumulated Depreciable
Partnership Depreciation Life
Purdy $ 113,843 7.0-27.5
Galena 129,637 7.0-27.5
Antlers 2 123,801 5.0-25.0
Holdenville 125,184 5.0-25.0
Wetumka 115,844 5.0-25.0
Mariners Cove 170,167 7.0-27.5
Mariners Cove Sr. 132,839 7.0-27.5
Antlers 172,465 10.0-25.0
Bentonville 133,857 5.0-25.0
Deerpoint 87,552 5.0-50.0
Aurora 141,436 7.0-27.5
Baxter 73,377 7.0-27.5
Arbor Gate 79,371 5.0-40.0
Timber Ridge 82,457 5.0-40.0
Concordia Sr. 104,462 5.0-25.0
Mountainburg 122,687 5.0-25.0
Lincoln 125,230 7.0-27.5
Fox Ridge 74,590 5.0-50.0
Meadow View 93,573 5.0-30.0
Sheridan 66,556 5.0-50.0
Morningside 133,638 5.0-33.0
Grand Isle 214,685 7.0-27.5
Meadowview 133,660 5.0-25.0
Taylor 88,591 5.0-50.0
Brookwood 111,691 5.0-50.0
Pleasant Valley 88,544 5.0-50.0
Reelfoot 75,461 7.0-27.5
River Rest 69,367 7.0-50.0
Kirskville 82,134 5.0-27.5
Cimmaron 113,015 7.0-27.5
Kenton 146,718 5.0-33.0
Lovingston 339,341 7.0-27.5
Pontotoc 73,232 5.0-40.0
So. Brenchley 169,310 7.0-27.5
Hustonville 58,436 5.0-40.0
Northpoint 88,079 5.0-40.0
Brooks Field 75,040 5.0-40.0
Brooks Lane 86,945 5.0-40.0
Brooks Point 85,812 5.0-40.0
Brooks Run 63,345 5.0-40.0
Logan Heights 74,648 7.0-40.0
Lakeshore 2 80,039 5.0-40.0
Cottondale 69,559 5.0-27.5
----------
Total Series 8 $4,790,218
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 9
Accumulated Depreciable
Partnership Depreciation Life
Jay $ 87,098 5.0-25.0
Boxwood 104,028 5.0-25.0
Stilwell 3 67,243 5.0-25.0
Arbor Trace 51,233 10.0-30.0
Arbor Trace 2 102,244 10.0-30.0
Omega 114,364 5.0-50.0
Cornell 2 134,312 5.0-30.0
Elm Creek 137,147 5.0-27.5
Marionville 97,578 7.0-27.5
Lamar 107,913 5.0-25.0
Mt. Glen 126,632 7.0-27.5
Centreville 99,684 5.0-40.0
Skyview 79,726 5.0-40.0
Sycamore 113,354 12.0-40.0
Bradford 71,154 5.0-40.0
Cedar Lane 104,566 5.0-40.0
Stanton 107,082 5.0-40.0
Abernathy 96,701 5.0-25.0
Pembroke 75,062 7.0-40.0
Meadowview 58,991 5.0-40.0
Town Branch 54,324 7.0-40.0
Fox Run 78,405 7.0-27.5
Maple Street 87,013 7.0-40.0
Manchester 56,852 5.0-27.5
----------
Total Series 9 $2,212,706
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 10
Accumulated Depreciable
Partnership Depreciation Life
Redstone $ 127,185 7.0-27.5
Albany 100,935 5.0-40.0
Oak Terrace 62,863 5.0-27.5
Wellshill 86,381 5.0-40.0
Applegate 86,963 5.0-40.0
Heatherwood 90,764 5.0-40.0
Peachtree 72,267 5.0-40.0
Donna 91,034 7.0-50.0
Wellsville 144,139 7.0-27.5
Tecumseh 56,566 5.0-50.0
Clay City 77,008 5.0-40.0
Irvine West 71,532 5.0-40.0
New Castle 61,232 5.0-40.0
Stigler 45,883 5.0-25.0
Courtyard 55,589 5.0-40.0
----------
Total Series 10 $1,230,341
<PAGE>
GATEWAY TAX CREDIT FUND III LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
SERIES 11
Accumulated Depreciable
Partnership Depreciation Life
Homestead $ 96,604 5.0-40.0
Mountain Oak 69,212 5.0-27.5
Eloy 63,027 5.0-27.5
Gila Bend 96,026 5.0-40.0
Creekstone 82,514 7.0-27.5
Tifton 48,489 5.0-25.0
Cass Towne 18,865 7.0-27.5
Warsaw 155,805 7.0-27.5
Royston 30,659 7.0-40.0
Red Bud 11,394 7.0-40.0
Cardinal 27,659 7.0-27.5
Parsons 38,671 12.0-40.0
--------
Total Series 11 $738,925
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III
Series 7
Reconciliation of Land, Building & Improvements current year
changes:
Balance at beginning of period -
December 31, 1995 $ 45,037,606
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 130,384
Other 0
----------
130,384
Deductions during period:
Cost of real estate sold 0
Other 0
----------
0
-------------
Balance at end of period -
December 31, 1996 $ 45,167,990
=============
Reconciliation of Accumulated Depreciation current year
changes
Balance at beginning of period -
December 31, 1995 $ 4,103,029
Current year expense 1,607,986
Less Accumulated Depreciation
of real estate sold 0
Prior year adjustments 1,044
-------------
Balance at end of period - December 31, 1996 $ 5,712,059
=============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III
Series 8
Reconciliation of Land, Building & Improvements current year
changes:
Balance at beginning of period -
December 31, 1995 $ 47,117,781
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 36,934
Other 0
----------
36,934
Deductions during period:
Cost of real estate sold 0
Other 0
----------
0
-------------
Balance at end of period -
December 31, 1996 $ 47,154,715
=============
Reconciliation of Accumulated Depreciation current year
changes
Balance at beginning of period -
December 31, 1995 $ 3,146,594
Current year expense 1,643,624
Less Accumulated Depreciation
of real estate sold 0
-------------
Balance at end of period - December 31, 1996 $ 4,790,218
=============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III
Series 9
Reconciliation of Land, Building & Improvements current year
changes:
Balance at beginning of period -
December 31, 1995 $ 25,705,123
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 16,404
Other 0
----------
16,404
Deductions during period:
Cost of real estate sold 0
Other 0
----------
0
-------------
Balance at end of period -
December 31, 1996 $ 25,721,527
=============
Reconciliation of Accumulated Depreciation current year
changes
Balance at beginning of period -
December 31, 1995 $ 1,301,928
Current year expense 910,778
Less Accumulated Depreciation
of real estate sold 0
-------------
Balance at end of period - December 31, 1996 $ 2,212,706
=============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III
Series 10
Reconciliation of Land, Building & Improvements current year
changes:
Balance at beginning of period -
December 31, 1995 $ 17,406,946
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 24,261
Other 0
----------
24,261
Deductions during period:
Cost of real estate sold 0
Other 0
----------
0
-------------
Balance at end of period -
December 31, 1996 $ 17,431,207
=============
Reconciliation of Accumulated Depreciation current year
changes
Balance at beginning of period -
December 31, 1995 $ 719,972
Current year expense 510,369
Less Accumulated Depreciation
of real estate sold 0
-------------
Balance at end of period - December 31, 1996 $ 1,230,341
=============
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 1996
GATEWAY TAX CREDIT FUND III LTD.
NOTES TO SCHEDULE III
Series 11
Reconciliation of Land, Building & Improvements current year
changes:
Balance at beginning of period -
December 31, 1995 $ 14,701,073
Additions during period:
Acquisitions through foreclosure 0
Other acquisitions 0
Improvements, etc. 517,878
Other 0
----------
517,878
Deductions during period:
Cost of real estate sold 0
Other 0
-----------
0
-------------
Balance at end of period -
December 31, 1996 $ 15,218,951
=============
Reconciliation of Accumulated Depreciation current year
changes
Balance at beginning of period -
December 31, 1995 $ 205,821
Current year expense 532,452
Less Accumulated Depreciation
of real estate sold 0
Prior year adjustments 652
-------------
Balance at end of period - December 31, 1996 $ 738,925
=============
<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 III LTD.
(A Florida Limited Partnership)
By: Raymond James Tax Credit
Funds,Inc.
Raymond James Tax Credit Funds, Inc.
Date: June 25, 1997 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: June 25, 1997 By:/s/ Sandra L. Furey
Sandra L. Furey
Secretary and Treasurer
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused to
be signed on its behalf by the undersigned hereunto duly
authorized.
GATEWAY TAX CREDIT FUND III LTD.
(A Florida Limited Partnership)
By: Raymond James Tax Credit
Funds,Inc.
Managing General Partner
Date: June 25, 1997 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: June 25, 1997 By:/s/ Sandra L. Furey
Sandra L. Furey
Secretary and Treasurer
Date: June 25, 1997 By:/s/ Alan L. Weiner
Alan L. Weiner
Sr. Vice President
and Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED MARCH 31, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,194,959
<SECURITIES> 1,688,135
<RECEIVABLES> 453
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,348,323
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,471,401
<CURRENT-LIABILITIES> 184,600
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 22,725,426
<TOTAL-LIABILITY-AND-EQUITY> 23,471,401
<SALES> 0
<TOTAL-REVENUES> 173,369
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 442,130
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,084,261)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,084,261)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,084,261)
<EPS-PRIMARY> (83.04)<F1>
<EPS-DILUTED> (83.04)<F1>
<FN>
<F1>EPS IS NET LOSS PER $1,000 LIMITED PARTNERSHIP UNIT.
</FN>
</TABLE>
