Item 1. Business
Gateway Tax Credit Fund, 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. (“General Partners”), both of which are sponsors of Gateway Tax Credit Fund, Ltd. and wholly owned subsidiaries of Raymond James Financial, Inc. Gateway was formed October 27, 1987 and commenced operations as of June 30, 1988 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 (“Tax Credits”) under Section 42 of the Internal Revenue Code, 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. Gateway closed its initial offering of Limited Partnership Interests on March 1, 1990 after receiving capital contributions of $1,000 from the General Partners and $25,566,000 from Limited Partners.
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 interests in Project Partnerships will be allocated as described in the Limited Partnership Agreement.
Gateway initially held investments in 82 Project Partnerships holding 87 properties. As more fully discussed in Item 7 herein, Gateway is presently in the process of disposing of all of its investments in Project Partnerships. As of March 31, 2009, Gateway holds investments in 43 Project Partnerships, acquiring what is generally a 99% interest in these properties by becoming the sole limited partner in the Project Partnerships that own the properties. See Management's Discussion and Analysis of Financial Condition and Results of Operations for additional details.
The primary sources of funds for the year ended March 31, 2009 were proceeds from the sale of Project Partnerships of $2,119,202, $45,376 in distributions received from Project Partnerships, and interest income of $10,077 earned on cash and cash equivalents and investments in securities. Gateway made cash distributions to Limited Partners during the year-ended March 31, 2009 totaling $2,090,275. As of March 31, 2009 Gateway had $263,458 of cash and cash equivalents.
All Project Partnerships are government subsidized. Most have mortgage loans from the Farmers Home Administration (now called USDA Rural Development) (“USDA RD”) 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 USDA RD to subsidize certain qualifying tenants.
The General Partners do not believe the Project Partnerships are subject to the risks generally associated with conventionally financed non-subsidized apartment properties. Risks related to the operations of Gateway are described in detail on pages 21 through 33 of the Prospectus, as supplemented, contained in the Registration Statement, File No. 33-18142 (“Prospectus”), 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) Provide passive losses to individual investors to offset passive income from other passive activities, and provide passive losses to corporate investors to offset
business income;
3) Preserve and protect the capital contributions of Investors; and
4) Participate in any capital appreciation in the value of the Projects.
The investment objectives and policies of Gateway are described in detail on pages 33 through 38 of the Prospectus, under the caption “Investment Objectives and Policies” which is incorporated herein by reference.
Item 1. Business (Continued)
Gateway's goal was to invest in a diversified portfolio of Project Partnerships located in rural and suburban locations with a high demand for low-income housing. The capital contributions which were raised from Limited Partner investors were successfully invested in Project Partnerships which met the investment criteria. The Tax Credits have been delivered to Gateway and the fifteen year tax credit compliance period has expired for all of the Project Partnerships. Gateway is now disposing of its remaining interests and distributing proceeds from those sales to the Limited Partners.
Exit Strategy
The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion.
All of the Project Partnerships have reached the end of their Tax Credit compliance period. As of March 31, 2009, 39 of the Project Partnerships holding 42 of the properties have been sold and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales either have been or will be distributed to the Limited Partners of Gateway. On a cumulative basis as of March 31, 2009, $5,369,875 of net sales proceeds representing $210.23 per Limited Partner unit have been distributed to Limited Partners.
Gateway is currently in the process of disposing of its remaining investments in Project Partnerships. Gateway’s objective is to sell Gateway’s interest in such properties for fair market value and ultimately, liquidate the Project Partnerships and in turn liquidate Gateway.
Gateway has no direct employees. The General Partners have full and exclusive discretion in management and control of Gateway.
Item 1A.
Item 1A. Risk Factors
Gateway, as a limited partner in the Project Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility of Tax Credits. If the cost of operating a property exceeds the rental income earned thereon, Gateway may deem it in its best interest to voluntarily provide funds in order to protect its investment. No such contributions have been made during fiscal year 2009.
Investors eventually may be allocated profits for tax purposes which exceed any cash Gateway distributes to them. Under these circumstances, unless an investor has passive losses or credits to reduce such tax liability, the investor will have to pay federal income tax without a corresponding cash distribution from Gateway. Similarly, in the event of a sale or foreclosure of an apartment complex, an investor may be allocated taxable income, resulting in tax liability, in excess of any cash distributed to the investor as a result of such event.
There is no assurance that investors will receive any cash distributions from the sale or refinancing of a Project Partnership. The price at which a Project Partnership is sold may not be sufficient to pay the mortgage and other expenses which must be paid at such time.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties
Gateway owns interest in properties through 99% limited partnership interests in 43 Project Partnerships holding 45 properties as of March 31, 2009. No Project Partnership carries a net investment for book purposes as of March 31, 2009. The following table provides certain summary information regarding the Project Partnerships in which Gateway had an interest as of December 31, 2008 (the Project Partnerships’ financial information contained herein is reported on a 3-month lag):
Item 2. Properties (Continued)
Item 2. Properties (Continued)
Item 3.
Item 3. Legal Proceedings
Gateway is not a party to any material pending legal proceedings.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
As of March 31, 2009, no matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Gateway's Limited Partnership interests are not publicly traded. There is no market for the Registrant's Limited Partnership interests and it is unlikely that any will develop. No transfers of Limited Partnership Units are permitted without the prior written consent of the Managing General Partner. There have been several transfers over the last two years, with most being from individuals to their trusts or heirs. The Managing General Partner is not aware of the price at which the units are transferred. The conditions under which investors may transfer units is found under ARTICLE XII - “Transfer of a Limited Partnership Interest” on pages A-24 and A-25 of the Limited Partnership Agreement within the Prospectus, which is incorporated herein by reference.
(b) Approximate Number of Equity Security Holders:
Number of Record Holders
Title of Class
as of March 31, 2009
Limited Partnership Interest
1,835
General Partner Interest
Item 6.
Item 6. Selected Financial Data
Total Revenues
$ 40,941
$ 82,163
$ 72,730
$ 89,743
$ 216,372
Net Income (Loss)
1,370,644
1,048,120
(190,201)
(378,769)
(1,018,200)
Equity in Loss of Project Partnerships
(6,808)
(32,216)
(26,727)
(107,224)
(371,209)
Total Assets
263,458
970,950
2,009,969
2,054,699
2,381,717
Investments in Project Partnerships
-
418,023
541,534
620,184
938,137
Per Limited Partnership Unit: (A)
Tax Credits
.00
.00
.00
.00
.00
Portfolio Income
135.29
68.16
(10.40)
10.46
13.65
Passive Loss
(64.95)
(78.32)
(103.29)
(135.51)
(160.84)
Net Income (Loss)
53.08
40.59
(16.84)
(24.07)
(39.43)
(A) The Tax information is as of December 31, the year-end of Gateway 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.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.
The Managing General Partner monitors developments in the area of legal and regulatory compliance. For example, the Sarbanes-Oxley Act of 2002 (the “Act”) mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas, and certain provisions of the Act have been implemented by Gateway and other provisions will be implemented by Gateway in subsequent years.
Results of Operations
As more fully detailed in the Exit Strategy discussion included herein, all of the Project Partnerships have delivered their Tax Credits to Gateway, the Tax Credit compliance period has expired, and Gateway is in the process of sale of all of its remaining Project Partnership interests. Net proceeds received from the sales are being distributed to the Limited Partners. Once all Project Partnership interests have been sold or otherwise disposed of, Gateway will be liquidated. The latest target date for liquidation of Gateway is on or before December 31, 2009, although there is no certainty that all the activities necessary to occur as of such date will have transpired.
Gateway has no direct employees. The General Partners have full and exclusive discretion in management and control of Gateway. There was no General and Administrative expense charged by the General Partner to Gateway in fiscal year 2009. In fiscal year 2008, general and administrative expense was $104,564 or 53% less than the fiscal year 2007 expense of $223,671. The decreased general and administrative expense in fiscal year 2008 results primarily from a decrease in Project Partnerships held by Gateway. These administrative costs are funded from interest income received, distributions received from Project Partnerships, and from cash reserves which were funded at the inception of Gateway for the purpose of funding on-going administrative costs of Gateway. During fiscal year 2009, these funds were used to partially pay accrued General and Administrative Expense - General Partner arising in prior years.
General and Administrative expense - Other, increased in fiscal year 2009 by $5,557 or 6% to $100,179 as compared to $94,622 incurred in fiscal year 2008. Fiscal year 2008 General and Administrative expense - Other when compared to fiscal year 2007 decreased $7,110, or 7% from the fiscal year 2007 expense of $101,732. Expenses for annual tax return preparation and financial statement audits and quarterly reviews, third-party investor reporting services and any other third-party professional services incurred are included in this category of expenses.
Impairment expense of $112,895 was recognized during the third quarter of fiscal year 2009. There was no impairment expense recognized during fiscal year 2008 or 2007. Impairment expense is a non-cash charge that reflects a potential decline in the carrying value of Gateway’s interest in Project Partnerships. Historically, Gateway has considered the residual value of the Project Partnerships as one key component of its estimate of the present value of Gateway’s interest in any of its Project Partnerships. During the quarter ended December 31, 2008, as a direct result of the deterioration that occurred within the United States financial markets and more specifically, its negative impact arising in that quarter on the Tax Credit market, Gateway has concluded that any residual value of the Project Partnerships in those Tax Credit market conditions cannot be practicably determined. As a result, in the quarter ended December 31, 2008 Gateway eliminated estimates of residual value of the Project Partnerships from the recoverability portion of its impairment analysis. Resultantly, non-cash impairment expense for the quarter was incurred. No impairment expense was incurred during the quarter-ended March 31, 2009.
Interest income for the year ended March 31, 2009 of $10,077 represents a decrease of $28,825 or 74%, as compared to fiscal year 2008. Interest income in fiscal year 2008 of $38,902 was an increase of $3,867 or 11% over the fiscal year 2007 interest income of $35,035. The changes in interest income over the prior two fiscal years result primarily from the fluctuation of interest rates on short-term investments over that period. Interest income is generally one source of funds available to pay administrative costs of Gateway.
Twelve Project Partnership investments were sold or otherwise disposed of during fiscal year 2009 (Pulaski Village, Middlefield, Limited, Laurel Apartments, Crosstown Seniors (Phase I & II), Hastings Manor, Ltd., Oakwood Grove, Ltd., Sandhill Forest, Ltd., Lakewood Apartments, Oakwood Apartments, Winder Apartments, Ltd., The Meadows Associates, and Limestone Estates). Gateway received net sales proceeds totaling $2,113,817. Of this amount, $2,089,342 was distributed in fiscal year 2009 to the Limited Partners at $81.71 per limited partner unit. The remaining $24,475 ($0.96 per limited partner unit) will be distributed to the Limited Partners in fiscal year 2010.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Fourteen Project Partnership investments were sold or otherwise disposed of during fiscal year 2008 (Ashburn Housing, Ltd., Laurel Woods Associates, Brookshire Apartments, L.P., Sandridge Apartments, Ltd., Greeneville Limited Partnership, Hunters Ridge, Ltd., Riverside Apartments, Ltd., Kenly Housing Associates Limited Partnership, River Road Apartments, Pleasant Valley Housing Limited Partnership, Claremont Housing Limited Partnership, Teton View Limited Partnership (Phase I and Phase II), Scotts Hill, Ltd., and Village Apartments of Sparta Limited Partnership). Gateway received net sales proceeds totaling $1,277,242 which were distributed in fiscal year 2008 to the Limited Partners at $49.95 per limited partner unit.
Nine Project Partnership investments were sold or otherwise disposed of during fiscal year 2007. Four of the Project Partnerships - Albany, Ltd., Burkesville, Ltd., Floresville Housing Ltd., and Village Apartments of Divernon Limited Partnership - were sold or otherwise disposed of during the first three quarters of fiscal year 2007. Gateway received net sales proceeds for these four Project Partnership transactions totaling $136,778 which were distributed in fiscal year 2007 to the Limited Partners at $5.35 per limited partner unit. Five of the Project Partnerships - Applewood Apartments (Crestwood Villa II), Fairview South, Ltd., Robinhood Apartments, Ltd., Skyview Terrace Apartments, Ltd. and Southwood Apartments, Ltd. - were sold in the fourth quarter of fiscal year 2007. Gateway received net sales proceeds for these five Project Partnerships totaling $277,723 which have been distributed to the Limited Partners subsequent to the March 31, 2007 year-end (in May, 2007) at $10.87 per Limited Partner unit.
Cumulative distributions of sales proceeds since inception of Gateway to Limited Partners amount to $210.23 per unit.
For the year ended March 31, 2009 the Project Partnerships reported losses of $6,808 which represents a $25,408 decrease as compared to the losses from Project Partnerships for the year ended March 31, 2008 of $32,216. For the fiscal year ended March 31, 2007, the Project Partnerships reported a loss of $26,727. Typically, it is customary in the low-income housing Tax Credit industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. Since Gateway invests as a limited partner in Project Partnerships, and is therefore not obligated to fund losses or make additional capital contributions, Gateway does not recognize losses from individual Project Partnerships to the extent that these losses would reduce the investment balance below zero. Therefore, as the Project Partnership investments mature and the Investments in Project Partnership balances decrease over time, the losses from Project Partnerships recorded by Gateway decrease.
In fiscal year 2009, the Gain on Sale of Project Partnerships amounted to $769,214, a decrease of $447,501 from the fiscal year 2008 Gain on Sale amount of $1,216,715. The fiscal year 2007 Gain on Sale amount was $411,217. As more fully discussed herein, twelve Project Partnership investments were sold or disposed of in fiscal year 2009 as compared to fiscal year 2008 when fourteen Project Partnership investments were sold or disposed of. The amount of the gain or loss on a sale of a Project Partnership is dependent upon the specifics related to each sale or disposition transaction. Refer to the discussion of each Project Partnership sold in the exit strategy section that follows.
In fiscal year 2009, income from Discontinued Operations totaled $1,056,103, an increase of $704,184 from the fiscal year 2008 income from Discontinued Operations of $351,919. The fiscal year 2007 income from Discontinued Operations was $132,333. Discontinued Operations for fiscal year 2009 includes the gain on sale of Crosstown Seniors Limited Dividend Housing Association Limited Partnership (“Crosstown”). Discontinued Operations for fiscal years 2008 and 2007 includes the results of operations of Sparta and Village Apartments of Divernon Limited Partnership (“Divernon”), which when considered with Gateway Project Partnerships are the (“Operating Entities”). As more fully discussed in Notes 2 and 7 of the accompanying financial statements, Crosstown was sold during fiscal year 2009, Sparta was disposed of by Gateway late in fiscal year 2008 and Divernon was disposed of by Gateway early in fiscal year 2007. Refer to the discussion of these Project Partnership dispositions in the exit strategy section that follows.
In total, Gateway reported net income of $314,541 from continuing operations for the year ended March 31, 2009. Cash and Cash Equivalents decreased by $86,822 due in part to payments of accrued General and Administrative Expense - General Partner during fiscal year 2009.
Liquidity and Capital Resources
Gateway's capital resources are used to pay General and Administrative operating costs including personnel, supplies, data processing, travel, legal, and accounting and audit fees associated with the administration and monitoring of Gateway and the Project Partnerships. The capital resources are also used to pay the Asset Management Fee due the Managing General Partner, but only to the extent that Gateway's remaining resources are sufficient to fund Gateway's ongoing needs. (Payment of any Asset Management Fee due but unpaid at the time Gateway sells its interests in the Project Partnerships is subordinated to the investors return of their original capital contribution.)
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
The sources of funds to pay the operating costs are cash and cash equivalents and the interest earned thereon, and cash distributed to Gateway from operations of the Project Partnerships. Due to the rent limitations applicable to the Project Partnerships as a result of their qualifying for Tax Credits, Gateway does not expect there to be a significant increase in future rental income of the Project Partnerships. Therefore, cash distributions from operations of the Project Partnerships are not expected to increase. At March 31, 2009, Gateway had $263,458 of cash and cash equivalents. However, $26,423 of this balance represents proceeds Gateway received prior to March 31, 2009 from the sale of Project Partnerships which is for distribution to Limited Partners. Management believes that sources of funds are sufficient to meet Gateway's current and ongoing operating costs for the foreseeable future, and to perhaps pay a small portion of the unpaid Asset Management Fee.
For the year ending March 31, 2009, Gateway received $45,376 in cash distributions from the Project Partnerships and $10,077 in interest income which are available for payment of Gateway expenses. The General and Administrative operating costs (both General Partner and Other) were $100,179 in fiscal year 2009 and the Asset Management Fee expensed was $285,809; no asset management fees were actually paid to the General Partner during fiscal year 2009.
Critical Accounting Estimates
Gateway reviews its investments in Project Partnerships to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the investment, Gateway recognizes an impairment loss. Impairment expense for the year ended March 31, 2009 totaled $112,895 (all of which was incurred during the quarter-ended December 31, 2008). No impairment expense was recognized during either of the years ended March 31, 2008 and 2007.
Recent Accounting Changes
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS No. 157”), which provides enhanced guidance for using fair value to measure assets and liabilities. FAS No. 157 establishes a common definition of fair value and provides a framework for measuring fair value under U.S. generally accepted accounting principles and expands disclosure requirements about fair value measurements. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.
In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2, “Effective Date of FASB Statement No. 157”, which delayed the effective date of FAS No. 157 until November 15, 2008 for all nonfinancial assets and liabilities except those that are recognized or disclosed at fair value in the financial statements on at least an annual basis. Gateway has adopted FAS No. 157 effective as of fiscal year end March 31, 2009. The adoption of this standard did not have a material impact on Gateway’s financial position, operations or cash flow.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS No. 159”), which permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. FAS No. 159 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Gateway has adopted FAS No. 159 in fiscal year 2009 but did not remeasure its financial assets and financial liabilities as a result of its adoption. Accordingly, the adoption of this standard did not have a material impact on Gateway’s financial position, operations or cash flow.
FASB Interpretation No. 48 (“FIN No. 48”), Accounting for Uncertainty in Income Taxes, was issued in July 2006 and interprets SFAS No. 109, Accounting for Income Taxes. FIN 48 requires all taxpayers to analyze all material positions they have taken or plan to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is “more-likely-than-not” to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer’s GAAP financial statements. Earlier proposed interpretations of SFAS 109 had recommended a “probable” standard for recognition of tax consequences rather than the “more-likely-than-not” standard finally adopted.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Because Gateway is a pass-through entity and is not required to pay income taxes, FIN No. 48 does not currently have any impact on its financial statements. On December 30, 2008, the FASB issued FSP No. FIN 48-3: Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises, which deferred the effective date of FIN No. 48 for nonpublic enterprises included within the scope of FSP No. FIN 48-3 to the annual financial statements for fiscal years beginning after December 15, 2008. The deferred effective date was intended to give the Board additional time to develop guidance on the application of FIN No. 48 by pass-through entities and not-for-profit organizations. Gateway may modify its disclosures if the FASB’s guidance regarding application of FIN No. 48 to pass-through entities changes.
In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. The FSP, which is effective for interim and annual reporting periods ending after June 15, 2009, provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. The adoption of this standard is not expected to have a material impact on Gateway’s financial position, operations or cash flow.
In November 2008, the FASB ratified EITF No. 08-6, “Equity Method Investment Accounting Considerations,” which clarifies the accounting for how to account for certain transactions and impairment considerations involving equity method investments. This standard shall be effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on Gateway’s financial position, operations or cash flow.
In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8-Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities. The FSP amends Statement 140 to require public entities to provide additional disclosures about transferors’ continuing involvements with transferred financial assets. The adoption of this standard did not have a material impact on the Gateway’s financial statements.
In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”, which amends the consolidation guidance applicable to variable interest entities. Upon adoption of FAS 167, Gateway will have reconsidered its previous FIN46(R) conclusions regarding its investments in Project Partnerships. FAS 167 is not effective for Gateway until its fiscal year ended March 31, 2011 and early adoption is prohibited. Gateway has not yet determined the impact, if any, FAS 167 will have on its financial statements for the year-ended March 31, 2011.
Exit Strategy
The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion. All of Gateway’s Project Partnerships have reached the end of their Tax Credit compliance period; consequently, Gateway is currently in the process of disposing of all of its investments in Project Partnerships. Gateway’s objective is to sell Gateway’s interest in such assets for fair market value and ultimately, to liquidate the Project Partnerships. Generally, the market for Project Partnerships is limited. Some of the factors which negatively impact the marketability of these projects include (1) requirements by government agencies or the project’s debt holder to continue to maintain the property in the low-income housing program, and (2) a mortgage balance of the property which is very near the initial balance as a result of the heavily subsidized debt of the Project Partnerships and lengthy (usually 50 year) amortization periods.
As of March 31, 2009, Gateway holds a limited partner interest in 43 Project Partnerships holding 45 properties which own and operate government assisted multi-family housing complexes. Gateway at one time held investments in 82 Project Partnerships holding 87 properties. As of March 31, 2009, 39 of the Project Partnerships holding 42 of the properties have been sold and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales either have been or will be distributed to the Limited Partners of Gateway. A summary of the sale or disposition transactions for the Project Partnerships disposed during the past three fiscal years are summarized herein:
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Fiscal Year 2009 Disposition Activity:
Transaction
Month / Year
Project Partnership
Net Proceeds
Net Proceeds
Per LP Unit
Gain (Loss)
on Disposal
Component of Discontinued Operations
January
Limestone Estates
$ 24,475
$ 0.96
$ 24,475
$ -
November
The Meadows Associates
198,792
7.78
197,674
-
September
Winder Apartments, Ltd.
38,160
1.49
38,000
-
September
Oakwood Apartments
9,741
0.38
9,741
-
September
Lakewood Apartments
19,760
0.77
19,760
-
September
Sandhill Forest, Ltd.
-
-
-
-
September
Oakwood Grove, Ltd.
-
-
-
-
September
Hastings Manor, Ltd.
-
-
-
-
September
Crosstown Seniors (Phase I & II)
1,349,749
52.79
-
1,055,863
August
Laurel Apartments
226,840
8.87
225,535
-
June
Middlefield, Limited
117,530
4.60
118,321
-
June
Pulaski Village
128,770
5.03
128,770
-
Other, net (see below)
-
-
6,938
$ 769,214
$ 1,056,103
The net proceeds per LP unit from the sale of Limestone Estates are a component of the Distribution Payable on the Consolidated Balance Sheet as of March 31, 2009. These net proceeds will be distributed to the Limited Partners during fiscal year 2010.
The net proceeds per LP unit from the sale of The Meadows Associates, Winder Apartments, Ltd., Oakwood Apartments, and Lakewood Apartments, plus additional proceeds from the sale of Crosstown Seniors (Phase I & II), were distributed to the Limited Partners in December 2008.
The net proceeds per LP unit from the sale of Crosstown Seniors (Phase I & II), Laurel Apartments, Middlefield, Limited, and Pulaski Village were distributed to the Limited Partners in September 2008.
Gateway recognized additional gains on sale of Project Partnerships in the amount of $6,938 and an additional component of discontinued operations of $240 resulting from the true-up of certain legal and other sale transaction closing expenses arising from Project Partnership sale transactions. Any undistributed proceeds related hereto will be distributed to the Limited Partners during fiscal year 2010.
Re-syndications of Project Partnerships occur when a new buyer acquires the assets of a Project Partnership and renovates the existing affordable housing property and finances the costs of the renovation in part through the acquisition and sale of Tax Credits. In such re-syndication transactions, the assets of the existing Project Partnership are sold to a new partnership, net sales proceeds from the sale of assets are remitted to either Gateway or the general partner of the Project Partnership as appropriate, and the Project Partnership is liquidated. In a separate transaction, interests in the new partnership, which has a “fresh” allocation of Tax Credits, are sold to an unrelated third party or fund. In certain limited circumstances, the Managing General Partner of Gateway is involved in “re-syndicating” the sale of interests in the new partnership to an unrelated third party or fund. In those instances, the Managing General Partner has adopted the policy that it will contribute any net profits it received from the re-syndication transaction to Gateway. The Riverside Apartments property was the subject of a fiscal year 2008 re-syndication transaction in which the Managing General Partner was involved in the re-syndication, and $5,312 of re-syndication profit has been contributed during fiscal year 2009 to Gateway by the Managing General Partner (in October 2008). This amount was then distributed to the Limited Partners as part of the December 2008 distribution.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Fiscal Year 2008 Disposition Activity:
Transaction
Month / Year
Project Partnership
Net Proceeds
Net Proceeds
Per LP Unit
Gain (Loss)
on Disposal
Component of Discontinued Operations
March
Village Apartments of Sparta
$ -
$ -
$ -
$ 401,634
March
Scotts Hill
-
-
(2,000)
-
January
Teton View Apartments (Phase I)
23,000
0.90
21,811
-
January
Teton View Apartments (Phase II)
15,000
0.59
14,504
-
December
Claremont Housing
22,000
0.86
23,850
-
December
Pleasant Valley Housing
31,775
1.24
31,249
-
December
River Road Apartments
8,750
0.34
(51,411)
-
December
Kenly Court Apartments Phase I & II
137,444
5.38
137,444
-
October
Riverside Apartments
110,056
4.30
109,530
-
September
Hunters Ridge Apartments (AL)
27,362
1.07
27,363
-
August
Greenville Landing Apartments
34,306
1.34
33,775
-
July
Sandridge Apartments
248,000
9.70
248,798
-
July
Brookshire Apartments
248,000
9.70
249,032
-
May
Laurel Woods Apartments
223,240
8.73
224,347
-
April
Ashburn Housing
148,309
5.80
147,778
-
Other, net (see below)
-
-
-
$ 1,216,715
$ 401,634
The net proceeds per LP unit from the sale of Teton View Apartments (Phase I), Teton View Apartments (Phase II), Claremont Housing, Pleasant Valley Housing, River Road Apartments, Kenly Court Apartments Phase I & II, and Riverside Apartments were distributed to the Limited Partners in February 2008.
The net proceeds per LP unit from the sale of Hunters Ridge Apartments (AL), Greenville Landing Apartments, and Ashburn Housing were distributed to the Limited Partners in October 2007.
The net proceeds per LP unit from the sale of Sandridge Apartments, Brookshire Apartments, and Laurel Woods Apartments were distributed to the Limited Partners in August 2007.
As part of the October 2007 distribution, Gateway distributed an additional $4,942 to the Limited Partners ($0.19 per limited partnership unit) and recognized an additional gain on sale of Project Partnerships in the amount of $645 resulting from the true-up of certain legal and other sale transaction closing expenses arising from Project Partnership sale transactions which closed in prior quarters.
The following properties were the subject of re-syndication transactions in which the Managing General Partner was involved in the re-syndication, and $318,720 of re-syndication profit was contributed to Gateway by the Managing General Partner in October 2007. The re-syndication profit contributions associated with each transaction are as follows:
Floresville Square Apartments
$ 57,694
Albany Village Apartments
29,923
Hunters Ridge Apartments (KY)
29,922
Ashburn Housing
201,181
Total Re-syndication contribution
$ 318,720
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Fiscal Year 2007 Disposition Activity:
Transaction
Month / Year
Project Partnership
Net Proceeds
Net Proceeds
Per LP Unit
Gain (Loss)
on Disposal
Component of Discontinued Operations
February
Skyview Terrace Apartments
$ 38,732
$ 1.51
$ 38,732
$ -
February
Fairview South Apartments
50,360
1.97
50,360
-
February
Southwood Apartments
42,710
1.67
42,710
-
February
Robinhood Apartments
40,383
1.58
40,383
-
January
Applewood Apartments
105,538
4.14
105,538
-
October
Hunters Ridge Apartments (KY)
47,616
1.90
47,616
-
October
Albany Village Apartments
47,668
1.90
47,668
-
July
Floresville Square Apartments II
39,064
1.54
38,210
-
April
Village Apartments of Divernon
-
-
-
151,256
$ 411,217
$ 151,256
The net proceeds per LP unit from the sale of Skyview Terrace Apartments, Fairview South Apartments, Southwood Apartments, Robinhood Apartments, and Applewood Apartments are a component of the Distribution Payable on the Consolidated Balance Sheet as of March 31, 2007. These net proceeds were distributed to the Limited Partners in May 2007.
The net proceeds per LP unit from the sale of Hunters Ridge Apartments (KY), Albany Village Apartments, and Floresville Square Apartments II were distributed to the Limited Partners in December 2006.
Status Update on Unsold Project Partnerships:
The following summarizes the most recent status of the sale/disposal process for the remaining Project Partnership investments held as of March 31, 2009:
Project Partnerships sold subsequent to March 31, 2009:
Spring Creek Apartments, Ltd. (GA)
Subsequent to the March 31, 2009 year-end, Gateway sold its partnership interest in Spring Creek Apartments, Ltd. (GA). Gateway received approximately $47,000 in net proceeds (approximately $1.84 per limited partnership unit) which also approximates the gain on sale of the Project Partnership. This gain will be recognized in the first quarter of fiscal year 2010 and the net proceeds from this sale transaction will be distributed to the Limited Partners in a subsequent quarter.
Gateway has approved the sale to the general partner of the Project Partnerships or a third party:
Buena Vista Housing, Ltd., L.P.
Hannah’s Mill Apartments, Ltd.
Monroe Family, Ltd.
Hartwell Elderly, Ltd., L.P.
Sabinal Housing Ltd.
Kingsland Housing Ltd.
Mathis Retirement Ltd.
Eagle’s Bay Limited Partnership
Stone Arbor Limited Partnership
Suncrest Limited Partnership
Woodcroft Limited Partnership
Mabank 1988 Limited
Casa Linda Limited Partnership
La Villa Elena Limited Partnership
Rio Abajo
Sage Limited Partnership
Augusta Properties, L.P.
Booneville Properties
Barling Properties
Poteau Properties IV
Turtle Creek Properties Phase II
Broken Bow Properties II
Decatur Properties
Poteau Properties III
These approvals are subject to a number of contingencies, the outcome of which cannot be predicted with certainty. However, utilizing the sales amounts as approved by Gateway, should all the transactions close without modification, the estimated net proceeds from the sales of these Project Partnerships to Gateway are estimated to approximate $1,915,000, or $74.90 per limited partnership unit. Sales proceeds would be available for distribution to the Limited Partners subsequent to the closing of these sale transactions which would most likely occur within the next 6-month period.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Gateway has consented to the general partner granting an option for either the general partner or a third-party to purchase either the Project Partnership Interest or Assets:
Cuthbert Elderly Housing, Ltd.
Madison, Ltd.
Concord IV Limited Partnership
Middleport Limited Partnership
Longleaf Apartments, Ltd.
Should all of these options be exercised, the estimated net sales proceeds to Gateway from the sales transactions are estimated to be $720,000, or $28.16 per limited partnership unit potentially available for distribution to the Limited Partners within the next 6 months. These options to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project Partnerships the results of which are undeterminable.
Gateway is exploring options regarding the sale or other disposition of the remaining Project Partnership investments not specifically listed above. Any net proceeds arising from these particular Project Partnerships are anticipated to be minimal.
Disclosure of Contractual Obligations
(1) The Other Liabilities represent the asset management fees and other general and administrative expense reimbursements owed to the General Partners as of March 31, 2009. This payable is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, no information is required.
Item 8.
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
Gateway Tax Credit Fund, Ltd.
We have audited the accompanying consolidated balance sheets of Gateway Tax Credit Fund, Ltd. (a Florida Limited Partnership) as of March 31, 2009 and 2008 and the related consolidated statements of operations, partners' equity (deficit), and cash flows for each of the years in the three-year period ended March 31, 2009. Gateway’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of a certain Project Partnership for which $293,885 of net investment is included in these financial statements as of March 31, 2008, and for which equity in its net (loss) income was ($35,167) and $15,136, respectively, for the years ended March 31, 2008 and 2007. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying partnership, is based solely on the report of the other auditors.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. Gateway is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Gateway’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gateway Tax Credit Fund, Ltd. as of March 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
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 15(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/ Reznick Group, P.C.
REZNICK GROUP, P.C.
Atlanta, Georgia
June 29,
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
CONSOLIDATED BALANCE SHEET
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009, 2008 AND
NOTE 1 - ORGANIZATION:
Gateway Tax Credit Fund, Ltd. (“Gateway”), a Florida Limited Partnership, was formed October 27, 1987 under the laws of Florida. Operations commenced on June 30, 1988. Gateway invests, as a limited partner, in other limited partnerships (“Project Partnerships”), each of which owns and operates apartment complexes 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 (the “Agreement”). As of March 31, 2009, Gateway had received capital contributions of $325,032 from the General Partners and $25,566,000 from the Limited Partners. As of March 31, 2008, Gateway had received capital contributions of $319,720 from the General Partners and $25,566,000 from the Limited Partners. The fiscal year of Gateway for reporting purposes ends on March 31.
Raymond James Partners, Inc. and Raymond James Tax Credit Funds, Inc., wholly owned subsidiaries of Raymond James Financial, Inc., are the General Partner and Managing General Partner, respectively.
Operating profits and losses, cash distributions from operations and Tax Credits are allocated 99% to the Limited Partners and 1% to the General Partners. Profit or loss and cash distributions from sales of properties are allocated as specified in the Agreement.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Consolidated Statements
The accompanying financial statements for fiscal years ended March 31, 2008 and 2007 include, on a consolidated basis, the accounts of Gateway, Village Apartments of Sparta Limited Partnership (“Sparta”) and Village Apartments of Divernon Limited Partnership (“Divernon”) (together, the “Operating Entities”), two Project Partnerships in which Gateway had invested. As of October 1, 1996 and October 1, 1997, respectively, an affiliate of Gateway's Managing General Partner, Value Partners, Inc., became the general partner of the Operating Entities. Since the general partner of the Operating Entities was an affiliate of Gateway, these consolidated financial statements include the financial activity of the Operating Entities for all years up to and including their fiscal year of disposition by Gateway. Gateway disposed of its investment in Sparta during the fiscal year ended March 31, 2008 and Divernon during the fiscal year ended March 31, 2007 (See further discussion of these disposition transactions in Note 7). All significant intercompany balances and transactions have been eliminated. Gateway has elected to report the results of operations of the Operating Entities on a 3-month lag basis, consistent with the presentation of financial information of all Project Partnerships. The operating activity and gain on disposition of Sparta are reported as discontinued operations on the financial statements for the years ended March 31, 2008 and 2007. The operating activity and gain on disposition of Divernon are reported as discontinued operations on the financial statements for the year ended March 31, 2007.
Basis of Accounting
Gateway utilizes the accrual basis of accounting whereby revenues are recognized when earned and expenses are recognized when obligations are incurred.
Gateway accounts for its investments as the sole limited partner in Project Partnerships (“Investments in Project Partnerships”), with the exception of the Operating Entities, using the equity method of accounting, because management believes that Gateway does not have a majority control of the major operating and financial policies of the Project Partnerships in which it invests, and reports the equity in loss of the Project Partnerships on a 3-month lag in the Consolidated Statements of Operations. Under the equity method, the Investments in Project Partnerships initially include:
1) Gateway's capital contribution,
2) Acquisition fees paid to the General Partner for services rendered in selecting properties for acquisition, and
3) Acquisition expenses including legal fees, travel and other miscellaneous costs relating to acquiring properties.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):
Quarterly the Investments in Project Partnerships are increased or decreased as follows:
1) Increased for equity in income or decreased for equity in loss 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, and
4) Decreased, where appropriate, for impairment.
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, if any, from the individual Project Partnerships. Any cash distributions received from Project Partnerships which have a zero investment balance are accounted for as distribution income in the period the cash distribution is received by Gateway.
Gateway reviews its investments in Project Partnerships to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the investment, Gateway recognizes an impairment loss. As part of its analysis, Gateway has historically considered the residual value of the Project Partnerships as one key component of its estimate of future cash flows. During the quarter ended December 31, 2008, as a direct result of the deterioration that occurred within the United States financial markets and more specifically, its negative impact on the Tax Credit market, Gateway concluded that any residual value of the Project Partnerships in the present Tax Credit market conditions cannot be practicably determined. As a result, Gateway eliminated estimates of residual value of the Project Partnerships from the recoverability portion of its impairment analysis. Accordingly, in the quarter ended December 31, 2008, impairment expense of $112,895 was recognized in the Consolidated Statement of Operations. No impairment expense was recorded in the fourth quarter of fiscal year 2009. Gateway is continuing to execute its process of disposition of its interest in Project Partnerships that have reached the end of their Tax Credit compliance period, refer to Note 7 - Summary of Disposition Activities for the most recent update of those on-going activities. No impairment expense was recognized during either of the years ended March 31, 2008 and 2007.
Gateway, as a limited partner in the Project Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility for Tax Credits. If the cost of operating a property exceeds the rental income earned thereon, Gateway may deem it in its best interest to voluntarily provide funds in order to protect its investment. However, Gateway does not guarantee any of the mortgages or other debt of the Project Partnerships. No such funding to Project Partnerships occurred during fiscal years 2007, 2008, or 2009.
Cash and Cash Equivalents
Gateway's policy is 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.
Assets Held for Sale
Assets which meet certain specific criteria are classified as property held for sale as of the balance sheet date. One of the Project Partnerships, Crosstown Seniors Limited Dividend Housing Association Limited Partnership (“Crosstown”) met such criteria as of March 31, 2008. Accordingly, the investment in Crosstown was presented as Investment in Project Partnership Held for Sale on the consolidated balance sheet as of March 31, 2008 and 2007. Crosstown was sold during September 2008. The gain on sale of Crosstown is presented as discontinued operations for the year ended March 31, 2009. (See further discussion of this sale transaction in Note 7).
Sparta met such assets held for sale criteria as of March 31, 2007 and Divernon met such criteria as of March 31, 2006. Accordingly, the results of operations of Sparta and Divernon are presented as discontinued operations for the years ended March 31, 2008 and 2007. Gateway’s interest in Sparta was disposed of during March 2008 and Gateway’s interest in Divernon was disposed of during April 2006. (See further discussion of these disposition transactions in Note 7).
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):
Discontinued Operations on the Consolidated Statements of Operations consist of the following amounts for fiscal year 2009, 2008 and 2007:
Rental Revenue
$ -
$ 109,586
$ 109,342
Miscellaneous Income
-
2,646
3,695
Rental Operating Expenses
-
(105,550)
(74,651)
Interest Expense
-
(49,295)
(49,638)
Depreciation Expense
-
(38,714)
(39,382)
Gain on Disposition of Project Partnerships
1,056,103
401,634
151,256
Interest Subsidy
-
31,421
31,440
Interest Income
-
Total Discontinued Operations Income (Loss)
$ 1,056,103
$ 351,919
$ 132,333
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 whose investment advisor is a wholly owned subsidiary of Raymond James Financial, Inc. and as of March 31, 2008, U.S. Treasury securities.
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
Gateway applies Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (“FAS 115”) (refer to Note 3 herein). 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. As of March 31, 2008, Gateway’s intent was to hold all of its debt securities (U.S. Treasury Notes) until maturity and to use these assets to fund Gateway’s ongoing operations. The securities are carried at amortized cost, which approximates market value, and are adjusted for amortization of premiums and accretion of discounts to maturity. Such adjustments are included in Interest Income. There are no Investments in Securities as of March 31, 2009.
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 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):
Variable Interest Entities
In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51,” which was subsequently revised in December 2003. Gateway has adopted FIN46 and applied its requirements to all Project Partnerships in which Gateway holds an interest. Generally a variable interest entity, or VIE, is an entity with one or more of the following characteristics, (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. FIN 46 requires a VIE to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE. Gateway’s determination of the primary beneficiary of each VIE requires judgment and is based on an analysis of all relevant facts and circumstances including: (1) the existence of a principal-agency relationship between the limited partner and the general partner, (2) the relationship and significance of the activities of the VIE to each partner, (3) each partner’s exposure to the expected losses of the VIE, and (4) the design of the VIE. In the design of Project Partnership VIEs, the overriding concept centers around the premise that the limited partner invests solely for tax attributes associated with the property held by the VIE, while the general partner of the project partnership is responsible for overseeing its operations. Based upon its analysis of all the relevant facts and considerations, Gateway has concluded that in those instances where the Project Partnership interests are determined to be VIEs, the general partner of the Project Partnership is more closely associated with the Project Partnership than the limited partner (Gateway) and therefore, Gateway is not the primary beneficiary.
As of March 31, 2009, Gateway holds variable interests in 43 VIEs, which consist of Project Partnerships. Gateway is not the primary beneficiary of any of these VIEs. Gateway’s maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to Gateway’s capital contributions to those VIEs, which is approximately $9,304,507 at March 31, 2009. Gateway may be subject to additional losses to the extent of any financial support that Gateway voluntarily provides to those Project Partnerships in the future.
Recent Accounting Changes
In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS No. 157”), which provides enhanced guidance for using fair value to measure assets and liabilities. FAS No. 157 establishes a common definition of fair value and provides a framework for measuring fair value under U.S. generally accepted accounting principles and expands disclosure requirements about fair value measurements. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.
In February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2, “Effective Date of FASB Statement No. 157”, which delayed the effective date of FAS No. 157 until November 15, 2008 for all nonfinancial assets and liabilities except those that are recognized or disclosed at fair value in the financial statements on at least an annual basis. Gateway has adopted FAS No. 157 effective as of fiscal year end March 31, 2009. The adoption of this standard is did not have a material impact on Gateway’s financial position, operations or cash flow.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS No. 159”), which permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. FAS No. 159 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Gateway has adopted FAS No. 159 in fiscal year 2009 but did not remeasure its financial assets and financial liabilities as a result of its adoption. Accordingly, the adoption of this standard did not have a material impact on Gateway’s financial position, operations or cash flow.
FASB Interpretation No. 48 (“FIN No. 48”), Accounting for Uncertainty in Income Taxes, was issued in July 2006 and interprets SFAS No. 109, Accounting for Income Taxes. FIN 48 requires all taxpayers to analyze all material positions they have taken or plan to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is “more-likely-than-not” to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer’s GAAP financial statements. Earlier proposed interpretations of SFAS 109 had recommended a “probable” standard for recognition of tax consequences rather than the “more-likely-than-not” standard finally adopted.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued):
Because Gateway is a pass-through entity and is not required to pay income taxes, FIN No. 48 does not currently have any impact on its financial statements. On December 30, 2008, the FASB issued FSP No. FIN 48-3: Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises, which deferred the effective date of FIN No. 48 for nonpublic enterprises included within the scope of FSP No. FIN 48-3 to the annual financial statements for fiscal years beginning after December 15, 2008. The deferred effective date was intended to give the Board additional time to develop guidance on the application of FIN No. 48 by pass-through entities and not-for-profit organizations. Gateway may modify its disclosures if the FASB’s guidance regarding application of FIN No. 48 to pass-through entities changes.
In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. The FSP, which is effective for interim and annual reporting periods ending after June 15, 2009, provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. The adoption of this standard is not expected to have a material impact on Gateway’s financial position, operations or cash flow.
In November 2008, the FASB ratified EITF No. 08-6, “Equity Method Investment Accounting Considerations,” which clarifies the accounting for how to account for certain transactions and impairment considerations involving equity method investments. This standard shall be effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on Gateway’s financial position, operations or cash flow.
In December 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8-Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities. The FSP amends Statement 140 to require public entities to provide additional disclosures about transferors’ continuing involvements with transferred financial assets. The adoption of this standard did not have a material impact on the Gateway’s financial statements.
In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”, which amends the consolidation guidance applicable to variable interest entities. Upon adoption of FAS 167, Gateway will have reconsidered its previous FIN46(R) conclusions regarding its investments in Project Partnerships. FAS 167 is not effective for Gateway until its fiscal year ended March 31, 2011 and early adoption is prohibited. Gateway has not yet determined the impact, if any, FAS 167 will have on its financial statements for the year-ended March 31, 2011.
NOTE 3 - INVESTMENT IN SECURITIES:
Investments in Securities consist of U.S. Treasury Notes at their cost, plus accrued interest and unamortized premiums of $2,647 as of March 31, 2008. The Investments in Securities were held in a brokerage account maintained at Raymond James and Associates, Inc., an affiliate of the General Partners.
March 31, 2009
March 31, 2008
Amortized Cost
$ -
$ 202,647
Gross Unrealized Loss
-
(803)
Fair Value
$ -
$ 201,844
NOTE 4 - RELATED PARTY TRANSACTIONS:
The Payable to General Partners primarily represents the asset management fees and general and administrative expenses owed to the General Partners at the end of the period. This payable is unsecured, due on demand and, in accordance with the Agreement, non-interest bearing.
The General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses as follows:
Asset Management Fee - The Managing General Partner is entitled to an annual asset management fee equal to 0.45% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships. The asset management fee will be paid only after all other expenses of Gateway have been paid. These fees are included in the Consolidated Statements of Operations. Totals incurred for the years ended March 31, 2009, 2008 and 2007 were $285,809, $379,409 and $450,140, respectively.
General and Administrative Expenses - The Managing General Partner is reimbursed for general and administrative expenses of Gateway on an accountable basis. These expenses are included in the Consolidated Statements of Operations. No such expenses were incurred for the year ended March 31, 2009. Totals incurred for the years ended March 31, 2008 and 2007 were $104,564 and $223,671, respectively.
Refer to the discussion of net profit on re-syndication transactions contributed to Gateway by the Managing General Partner in Note 7, Summary of Disposition Activities herein.
NOTE 5 - TAXABLE INCOME (LOSS):
The following is a reconciliation between net income (loss) as described in the financial statements and Gateway’s loss for tax purposes:
Net Income (Loss) per Financial Statements
$ 1,370,644
$ 1,048,120
$ (190,201)
Equity in Loss of Project Partnerships for tax purposes
in excess of losses for financial statement purposes
(292,437)
(274,659)
(114,857)
Losses suspended for financial reporting purposes
(1,070,084)
(1,262,292)
(1,730,651)
Adjustments to convert March 31, fiscal year end
to December 31, taxable year end
(1,006)
(47,007)
(219,518)
Additional Gain on Sale of Project Partnerships for tax purposes
6,240,954
2,897,681
526,598
Items Expensed for Financial Statement purposes
not expensed for Tax purposes:
Asset Management Fee
309,894
403,468
455,354
Amortization Expense
-
-
172,343
Impairment Expense
112,895
-
-
Miscellaneous Income
(59,156)
(90,840)
(58,505)
Items Expensed for Tax purposes not expensed for
Financial Statement purposes:
Administrative Expense
-
-
(224)
Gateway income (loss) for tax purposes as of December 31
$ 6,611,704
$ 2,674,471
$ (1,159,661)
December 31,
December 31,
December 31,
Federal Low Income Housing Tax Credits (Unaudited)
$ -
$ -
$ -
Gateway’s Investments in Project Partnerships is approximately $19,262,095 higher for financial reporting purposes than for tax return purposes because (i) annual tax depreciation expense is higher than financial depreciation, (ii) certain expenses are not deductible for tax return purposes and (iii) losses are suspended for financial purposes but not for tax purposes.
The differences in the assets and liabilities of Gateway for financial reporting purposes and tax reporting purposes for the year ended March 31, 2009 are as follows:
Financial
Tax
Reporting
Reporting
Purposes
Purposes
Differences
Investments in Local Limited
Partnerships
$ -
$ (19,262,095)
$ 19,262,095
Other Assets
$ 263,458
$ 429,109
$ (165,651)
Liabilities
$ 4,986,957
$ 212,213
$ 4,774,744
NOTE 6 - INVESTMENTS IN PROJECT PARTNERSHIPS:
As of March 31, 2009, Gateway holds a 99% interest in the profits, losses, and Tax Credits as a limited partner in 43 Project Partnerships holding 45 properties which own and operate government assisted multi-family housing complexes. Cash flows from operations are allocated according to each Project Partnership agreement. Upon dissolution, proceeds will be distributed according to each Project Partnership agreement. The total Investments in Project Partnerships at March 31, 2008 includes both the Investments in Project Partnerships and Investment in Project Partnership Held for Sale on the consolidated balance sheet.
The following is a summary of Investments in Project Partnerships as of:
March 31,
March 31,
Capital Contributions to Project Partnerships
and purchase price paid for limited partner
interests in Project Partnerships
$ 9,304,507
$ 12,794,791
Cumulative equity in losses of Project Partnerships (1)
(9,606,978)
(12,793,161)
Cumulative distributions received from Project Partnerships
(360,043)
(605,078)
Investment in Project Partnerships before Adjustment
(662,514)
(603,448)
Excess of investment cost over the underlying
assets acquired:
Acquisition fees and expenses
1,160,581
1,617,977
Accumulated amortization of acquisition
fees and expenses
(385,172)
(596,506)
Reserve for Impairment of Investment in
Project Partnerships
(112,895)
-
Investments in Project Partnerships
$ -
$ 418,023
(1) In accordance with Gateway's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $14,227,196 for the year ended March 31, 2009 and cumulative suspended losses of $17,461,710 for the year ended March 31, 2008 are not included.
NOTE 6 - INVESTMENTS IN PROJECT PARTNERSHIPS (Continued):
NOTE 7 - SUMMARY OF DISPOSITION ACTIVITIES:
Gateway at one time held investments in 82 Project Partnerships holding 87 properties. As of March 31, 2009, Gateway has sold or otherwise disposed of its interest in 39 Project Partnerships which held 42 properties. A summary of the sale or disposition transactions for the Project Partnerships disposed during the past three fiscal years are summarized below:
Fiscal Year 2009 Disposition Activity:
Transaction
Month / Year
Project Partnership
Net Proceeds
Net Proceeds
Per LP Unit
Gain (Loss)
on Disposal
Component of Discontinued Operations
January
Limestone Estates
$ 24,475
$ 0.96
$ 24,475
$ -
November
The Meadows Associates
198,792
7.78
197,674
-
September
Winder Apartments, Ltd.
38,160
1.49
38,000
-
September
Oakwood Apartments
9,741
0.38
9,741
-
September
Lakewood Apartments
19,760
0.77
19,760
-
September
Sandhill Forest, Ltd.
-
-
-
-
September
Oakwood Grove, Ltd.
-
-
-
-
September
Hastings Manor, Ltd.
-
-
-
-
September
Crosstown Seniors (Phase I & II)
1,349,749
52.79
-
1,055,863
August
Laurel Apartments
226,840
8.87
225,535
-
June
Middlefield, Limited
117,530
4.60
118,321
-
June
Pulaski Village
128,770
5.03
128,770
-
Other, net (see below)
-
-
6,938
$ 769,214
$ 1,056,103
The net proceeds per LP unit from the sale of Limestone Estates are a component of the Distribution Payable on the Consolidated Balance Sheet as of March 31, 2009. These net proceeds will be distributed to the Limited Partners during fiscal year 2010.
The net proceeds per LP unit from the sale of The Meadows Associates, Winder Apartments, Ltd., Oakwood Apartments, and Lakewood Apartments, plus additional proceeds from the sale of Crosstown Seniors (Phase I & II), were distributed to the Limited Partners in December 2008.
The net proceeds per LP unit from the sale of Crosstown Seniors (Phase I & II), Laurel Apartments, Middlefield, Limited, and Pulaski Village were distributed to the Limited Partners in September 2008.
Gateway recognized additional gains on sale of Project Partnerships in the amount of $6,938 and an additional component of discontinued operations of $240 resulting from the true-up of certain legal and other sale transaction closing expenses arising from Project Partnership sale transactions. Any undistributed proceeds related hereto will be distributed to the Limited Partners during fiscal year 2010.
Re-syndications of Project Partnerships occur when a new buyer acquires the assets of a Project Partnership and renovates the existing affordable housing property and finances the costs of the renovation in part through the acquisition and sale of Tax Credits. In such re-syndication transactions, the assets of the existing Project Partnership are sold to a new partnership, net sales proceeds from the sale of assets are remitted to either Gateway or the general partner of the Project Partnership as appropriate, and the Project Partnership is liquidated. In a separate transaction, interests in the new partnership, which has a “fresh” allocation of Tax Credits, are sold to an unrelated third party or fund. In certain limited circumstances, the Managing General Partner of Gateway is involved in “re-syndicating” the sale of interests in the new partnership to an unrelated third party or fund. In those instances, the Managing General Partner has adopted the policy that it will contribute any net profits it received from the re-syndication transaction to Gateway. The Riverside Apartments property was the subject of a fiscal year 2008 re-syndication transaction in which the Managing General Partner was involved in the re-syndication, and $5,312 of re-syndication profit has been contributed during fiscal year 2009 to Gateway by the Managing General Partner (in October 2008). This amount was then distributed to the Limited Partners as part of the December 2008 distribution.
NOTE 7 - SUMMARY OF DISPOSITION ACTIVITIES (Continued):
Fiscal Year 2008 Disposition Activity:
Transaction
Month / Year
Project Partnership
Net Proceeds
Net Proceeds
Per LP Unit
Gain (Loss)
on Disposal
Component of Discontinued Operations
March
Village Apartments of Sparta
$ -
$ -
$ -
$ 401,634
March
Scotts Hill
-
-
(2,000)
-
January
Teton View Apartments (Phase I)
23,000
0.90
21,811
-
January
Teton View Apartments (Phase II)
15,000
0.59
14,504
-
December
Claremont Housing
22,000
0.86
23,850
-
December
Pleasant Valley Housing
31,775
1.24
31,249
-
December
River Road Apartments
8,750
0.34
(51,411)
-
December
Kenly Court Apartments Phase I & II
137,444
5.38
137,444
-
October
Riverside Apartments
110,056
4.30
109,530
-
September
Hunters Ridge Apartments (AL)
27,362
1.07
27,363
-
August
Greenville Landing Apartments
34,306
1.34
33,775
-
July
Sandridge Apartments
248,000
9.70
248,798
-
July
Brookshire Apartments
248,000
9.70
249,032
-
May
Laurel Woods Apartments
223,240
8.73
224,347
-
April
Ashburn Housing
148,309
5.80
147,778
-
Other, net (see below)
-
-
-
$ 1,216,715
$ 401,634
The net proceeds per LP unit from the sale of Teton View Apartments (Phase I), Teton View Apartments (Phase II), Claremont Housing, Pleasant Valley Housing, River Road Apartments, Kenly Court Apartments Phase I & II, and Riverside Apartments were distributed to the Limited Partners in February 2008.
The net proceeds per LP unit from the sale of Hunters Ridge Apartments (AL), Greenville Landing Apartments, and Ashburn Housing were distributed to the Limited Partners in October 2007.
The net proceeds per LP unit from the sale of Sandridge Apartments, Brookshire Apartments, and Laurel Woods Apartments were distributed to the Limited Partners in August 2007.
As part of the October 2007 distribution, Gateway distributed an additional $4,942 to the Limited Partners ($0.19 per limited partnership unit) and recognized an additional gain on sale of Project Partnerships in the amount of $645 resulting from the true-up of certain legal and other sale transaction closing expenses arising from Project Partnership sale transactions which closed in prior quarters.
The following properties were the subject of re-syndication transactions in which the Managing General Partner was involved in the re-syndication, and $318,720 of re-syndication profit was contributed to Gateway by the Managing General Partner in October 2007. The re-syndication profit contributions associated with each transaction are as follows:
Floresville Square Apartments
$ 57,694
Albany Village Apartments
29,923
Hunters Ridge Apartments (KY)
29,922
Ashburn Housing
201,181
Total Re-syndication contribution
$ 318,720
NOTE 7 - SUMMARY OF DISPOSITION ACTIVITIES (Continued):
Fiscal Year 2007 Disposition Activity:
Transaction
Month / Year
Project Partnership
Net Proceeds
Net Proceeds
Per LP Unit
Gain (Loss)
on Disposal
Component of Discontinued Operations
February
Skyview Terrace Apartments
$ 38,732
$ 1.51
$ 38,732
$ -
February
Fairview South Apartments
50,360
1.97
50,360
-
February
Southwood Apartments
42,710
1.67
42,710
-
February
Robinhood Apartments
40,383
1.58
40,383
-
January
Applewood Apartments
105,538
4.14
105,538
-
October
Hunters Ridge Apartments (KY)
47,616
1.90
47,616
-
October
Albany Village Apartments
47,668
1.90
47,668
-
July
Floresville Square Apartments II
39,064
1.54
38,210
-
April
Village Apartments of Divernon
-
-
-
151,256
$ 411,217
$ 151,256
The net proceeds per LP unit from the sale of Skyview Terrace Apartments, Fairview South Apartments, Southwood Apartments, Robinhood Apartments, and Applewood Apartments are a component of the Distribution Payable on the Consolidated Balance Sheet as of March 31, 2007. These net proceeds were distributed to the Limited Partners in May 2007.
The net proceeds per LP unit from the sale of Hunters Ridge Apartments (KY), Albany Village Apartments, and Floresville Square Apartments II were distributed to the Limited Partners in December 2006.
NOTE 8 - SUBSEQUENT EVENTS:
Subsequent to the March 31, 2009 year-end, Gateway sold its partnership interest in Spring Creek Apartments, Ltd. (GA). Gateway received approximately $47,000 in net proceeds (approximately $1.84 per limited partnership unit) which also approximates the gain on sale of the Project Partnership. This gain will be recognized in the first quarter of fiscal year 2010 and the net proceeds from this sale transaction will be distributed to the Limited Partners in a subsequent quarter.
NOTE 9 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
Quarter
Quarter
Quarter
Quarter
6/30/2008
9/30/2008
12/31/2008
3/31/2009
Year 2009
Total Revenues
$ 15,654
$ 15,973
$ 733
$ 8,581
Net Income (Loss)
$ 137,513
$ 1,197,005
$ 85,478
$ (49,352)
Income (Loss) Per
Weighted Average
Limited Partnership
Units Outstanding
$ 5.32
$ 46.35
$ 3.31
$ (1.90)
Quarter
Quarter
Quarter
Quarter
6/30/2007
9/30/2007
12/31/2007
3/31/2008
Year 2008
Total Revenues
$ 38,683
$ 4,663
$ 12,021
$ 26,796
Net Income
$ 100,330
$ 540,140
$ 246,291
$ 161,359
Income Per Weighted
Average Limited
Partnership Units
Outstanding
$ 3.89
$ 20.92
$ 9.54
$ 6.24
Schoonover Boyer & Associates
383 North Front Street
Columbus, OH 43215
PHONE: 614-888-8000
FAX: 614-888-8634
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
----------------------------
The Partners
Crosstown Seniors Limited Dividend
Housing Association Limited Partnership
(A Michigan Limited Partnership)
Kalamazoo, Michigan
We have audited the accompanying balance sheets of Crosstown Seniors Limited Dividend Housing Association Limited Partnership, (a Michigan Limited Partnership), as of December 31, 2007 and 2006, and the related statements of operations, partners' equity/(deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. 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 Crosstown Seniors Limited Dividend Housing Association Limited Partnership, as of December 31, 2007 and 2006, and the results of its operations, changes in partners’ equity/(deficit) and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ Schoonover Boyer & Associates
Columbus, Ohio
February 27, 2008
Schoonover Boyer & Associates
383 North Front Street
Columbus, OH 43215
PHONE: 614-888-8000
FAX: 614-888-8634
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
----------------------------
The Partners
Crosstown Seniors Limited Dividend
Housing Association Limited Partnership
(A Michigan Limited Partnership)
Kalamazoo, Michigan
We have audited the accompanying balance sheets of Crosstown Seniors Limited Dividend Housing Association Limited Partnership, (a Michigan Limited Partnership), as of December 31, 2006 and 2005, and the related statements of operations, partners' equity/(deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. 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 Crosstown Seniors Limited Dividend Housing Association Limited Partnership, as of December 31, 2006 and 2005, and the results of its operations, changes in partners’ equity/(deficit) and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ Schoonover Boyer & Associates
Columbus, Ohio
February 17, 2007
Item 9.
Item 9. Changes in and disagreements with Accountants on Accounting and Financial Disclosures
None
Item 9A.
Item 9A. Controls and Procedures
Not applicable to Gateway’s annual report for fiscal year ended March 31, 2009.
Item 9A(T). Controls and Procedures
Disclosure controls are procedures designed to ensure that information required to be disclosed in Gateway's reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, as Gateway's are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision and with the participation of the Managing General Partner’s management, including the Chief Executive Officer and Chief Financial Officer, Gateway has evaluated the effectiveness of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in Gateway’s internal control over financial reporting during the year ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, Gateway’s internal control over financial reporting.
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Gateway’s management is responsible for establishing and maintaining adequate internal control over financial reporting for Gateway. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of Gateway’s financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect Gateway’s transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of its financial statements; providing reasonable assurance that receipts and expenditures of Gateway’s assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Gateway’s assets that could have a material effect on Gateway’s financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of Gateway’s financial statements would be prevented or detected.
Management conducted an evaluation of the effectiveness of Gateway’s internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that Gateway’s internal control over financial reporting was effective as of March 31, 2009.
Item 9B.
Item 9B. Other Information
None
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
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. Certain officers and directors of the Managing General Partner are as follows:
Ronald M. Diner, age 65, 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 M.B.A. degree from Columbia University (1968) and a B.S. 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.
J. Davenport Mosby, age 53, is a Vice President and a Director. He is a Senior Managing Director 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.
Raymond James Tax Credit Funds, Inc. is a wholly owned subsidiary of Raymond James Financial, Inc. (“RJF”). RJF has adopted a Business Ethics and Corporate Policy that is applicable to the officers and employees of Raymond James Tax Credit Funds, Inc., the Managing General Partner of Gateway. That policy is posted on RJF’s Internet website at http://www.raymondjames.com under “About Our Company” --- Investor Relations --- Corporate Governance --- Employee Code of Ethics.
Raymond James Partners, Inc. -
Raymond James Partners, Inc. was formed to act as the general partner, with affiliated corporations, in limited partnerships sponsored by Raymond James Financial, Inc.
Information regarding the officers and directors of Raymond James Partners, Inc. is included on pages 51 and 52 of the Prospectus under the section captioned “Management” (consisting of pages 49 through 52 of the Prospectus), which is incorporated herein by reference.
Item 11.
Item 11. Executive Compensation
Gateway has no directors or officers.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Neither of the General Partners, nor their directors and officers, own any units of the outstanding securities of Gateway as of March 31, 2009.
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.
Item 13. Certain Relationships and Related Transactions and Director Independence
Gateway has no officers or directors. However, various kinds of compensation and fees are payable to the General Partners and their affiliates during the organization and operations of Gateway. Additionally, the General Partners will receive distributions from Gateway if there is cash available for distribution or residual proceeds as defined in the Partnership agreement. The amounts and kinds of compensation and fees are described on pages 13 to 15 of the Prospectus under the caption “Management Compensation”, which is incorporated herein by reference. See Note 4 of Notes to Financial Statements in Item 8 of this Annual Report on Form 10-K for amounts accrued or paid to the General Partners and their affiliates during the years ended March 31, 2009, 2008 and 2007.
The Payable to General Partners primarily represents the asset management fees and general and administrative expenses 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.
The General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses as follows:
Asset Management Fee - The Managing General Partner is entitled to receive an annual asset management fee equal to 0.45% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships. The asset management fee will be paid only after all other expenses of Gateway have been paid. These fees are included in the Consolidated Statements of Operations. Totals incurred for the years ended March 31, 2009, 2008 and 2007 were $285,809, $379,409 and $450,140, respectively.
General and Administrative Expenses - Raymond James Tax Credit Funds, Inc., the Managing General Partner, is reimbursed for general and administrative expenses of Gateway on an accountable basis. These expenses are included in the Consolidated Statements of Operations. No such expenses were incurred for the year ended March 31, 2009. Totals incurred for the years ended March 31, 2008 and 2007 were $104,564 and $223,671, respectively.
Item 14.
Item 14. Principal Accounting Fees & Services
Audit Fees
The aggregate fees billed by Gateway’s principal accounting firm, Reznick Group, P.C., for professional services rendered for the audit of the annual financial statements, various matters related to SEC filings, and review of financial statements included in Gateway’s quarterly report on Form 10-Q for the year ended March 31, 2009 amounted to $37,200.
The aggregate fees billed by Gateway’s principal accounting firm, Reznick Group, P.C., for professional services rendered for the audit of the annual financial statements and review of financial statements included in Gateway’s quarterly report on Form 10-Q for the year ended March 31, 2008 amounted to $34,800. The aggregate fees billed by Gateway’s former principal accounting firm, Spence, Marston, Bunch, Morris and Co., during fiscal year 2008 for services pertaining to prior years audit reports were $2,000.
Tax Fees
During fiscal 2009 and 2008, Spence, Marston, Bunch, Morris and Co. was engaged to prepare Gateway’s federal tax return, for which they billed $8,000 for each of the years ended 2009 and 2008.
Other Fees
The two members of Raymond James Tax Credit Funds, Inc. Board of Directors, Ronald M. Diner and J. Davenport Mosby III also serve as the members of the Audit Committee on behalf of Gateway. The audit committee charter requires that the committee approve the engagement of the principal accounting firm prior to the rendering of any audit or non-audit services. During fiscal 2009, 100% of the audit related and other services and 100% of the tax services were pre-approved by the Audit Committee.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
a. (1) Financial Statements
(2) Financial Statement Schedules -
Schedule III - Real Estate and Accumulated Depreciation of Property Owned by Project Partnerships
Schedule IV - Mortgage loans on real estate
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 Listing
Exhibit
Number Description
3.1
Amended Certificate of Limited Partnership of Gateway Tax Credit Fund, Ltd. (Filed as an Exhibit to Registration Statement on Form S-11, File No. 33-18142, and incorporated herein by reference.)
4.1
The form of Partnership Agreement of the Partnership (included as Exhibit “A” to the Prospectus, File No. 33-18142, and incorporated herein by reference.)
31.1
Certification required by Rule 15d-14(a).(Filed herewith.)
31.2
Certification required by Rule 15d-14(a).(Filed herewith.)
Certification required by Rule 15d-14(b).(Filed herewith.)
99.1
Financial statements of Crosstown Seniors Limited Dividend Housing Association Limited Partnership for the years ended December 31, 2007 and
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2008
The following table provides certain summary information regarding the Projects in which Gateway had an interest as of December 31, 2008:
Apartment Properties
# of
Mortgage Loan
Partnership
Location
Units
Balance
Laynecrest
Medway, OH
$ 1,416,930
Martindale
Union, OH
902,029
La Villa Elena
Bernalillo, NM
1,409,213
Rio Abajo
Truth or Consequences, NM
1,343,230
Fortville II
Fortville, IN
645,435
Summitville
Summitville, IN
705,572
Suncrest
Yanceyville, NC
1,418,295
Brandywine III
Millsboro, DE
1,042,263
Concord IV
Perryville, MD
1,043,171
Dunbarton Oaks III
Georgetown, DE
1,047,597
Federal Manor
Federalsburg, MD
1,112,176
Mulberry Hill IV
Easton, MD
583,605
Madison
Madison, OH
1,267,594
Hannah's Mill
Thomaston, GA
1,419,281
Longleaf Apts.
Cairo, GA
934,567
Sylacauga Garden
Sylacauga, AL
1,355,276
Monroe Family
Monroe, GA
1,409,335
Casa Linda
Silver City, NM
1,330,018
Eagle's Bay
Beaufort, NC
1,426,035
Sage
Gallup, NM
1,418,573
Middleport
Middleport, NY
914,086
Morgantown
Morgantown, IN
763,753
Cuthbert Elderly
Cuthbert, GA
791,518
Mabank
Mabank, TX
1,073,458
Buena Vista
Buena Vista, GA
634,731
Woodcroft
Elizabethtown, NC
1,115,526
Spring Creek
Quitman, GA
474,573
Spring Creek
Cherokee, AL
842,394
Milton Elderly
Milton, FL
1,046,041
Stone Arbor
Madison, NC
1,440,066
Centralia II
Centralia, IL
772,406
Poteau IV
Poteau, OK
539,252
Barling
Barling, AR
833,428
Booneville
Booneville, AR
1,288,946
Augusta
Augusta, KS
1,852,452
Mathis Retirement
Mathis, TX
844,662
Sabinal Housing
Sabinal, TX
583,170
Kingsland Housing
Kingsland, TX
814,991
Poteau Prop. III
Poteau, OK
447,164
Decatur Properties
Decatur, AR
746,697
Broken Bow Prop II
Broken Bow, OK
1,433,379
Turtle Creek II
Grove, OK
1,203,810
Hartwell Elderly
Hartwell, GA
646,959
Total
1,517
$ 44,333,657
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2008
The following table provides certain summary information regarding the Projects in which Gateway had an interest as of December 31, 2008:
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2008
The following table provides certain summary information regarding the Projects in which Gateway had an interest as of December 31, 2008:
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2008
The following table provides certain summary information regarding the Projects in which Gateway had an interest as of December 31, 2008:
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2008
GATEWAY TAX CREDIT FUND, LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2008
The following table provides certain summary information regarding the Projects in which Gateway had an interest as of December 31, 2008:
PARTNERSHIP
# OF UNITS
BALANCE
INTEREST RATE
MONTHLY DEBT SERVICE
TERM (YEARS)
Laynecrest
$ 1,416,930
10.63%
13,193
Martindale
902,029
9.50%
7,591
La Villa Elena
1,409,213
9.00%
11,397
Rio Abajo
1,343,230
9.50%
11,306
Fortville II
645,435
9.00%
5,214
Summitville
705,572
9.00%
5,691
Suncrest
1,418,295
9.00%
11,372
Brandywine III
1,042,263
9.00%
8,429
Concord IV
1,043,171
9.50%
8,822
Dunbarton Oaks III
1,047,597
9.00%
8,270
Federal Manor
1,112,176
9.00%
8,994
Mulberry Hill IV
583,605
9.50%
4,822
Madison
1,267,594
9.50%
9,604
Hannah's Mill
1,419,281
9.50%
11,920
Longleaf Apts.
934,567
9.50%
7,852
Sylacauga Garden
1,355,276
9.00%
10,941
Monroe Family
1,409,335
9.00%
11,294
Casa Linda
1,330,018
9.50%
11,167
Eagle's Bay
1,426,035
8.75%
11,153
Sage
1,418,573
8.75%
11,087
Middleport
914,086
8.75%
7,144
Morgantown
763,753
9.25%
6,226
Cuthbert Elderly
791,518
8.75%
6,189
Mabank 1988
1,073,458
8.75%
8,345
Buena Vista
634,731
9.25%
5,187
Woodcroft
1,115,526
9.00%
8,912
Spring Creek
474,573
9.00%
4,591
Spring Creek
842,394
11.50%
5,223
Milton Elderly
1,046,041
9.25%
8,547
Stone Arbor
1,440,066
9.25%
11,759
Centralia II
772,406
8.75%
6,031
Poteau IV
539,252
9.00%
4,777
Barling
833,428
9.00%
7,382
Booneville
1,288,946
8.25%
10,250
Augusta
1,852,452
8.75%
14,465
Mathis Retirement
844,662
9.50%
7,082
Sabinal Housing
583,170
9.00%
4,674
Kingsland Housing
814,991
9.00%
6,554
Poteau Prop. III
447,164
9.00%
3,569
Decatur Properties
746,697
8.75%
5,801
Broken Bow Prop II
1,433,379
8.75%
11,110
Turtle Creek II
1,203,810
9.00%
9,818
Hartwell Elderly
646,959
8.75%
5,045
TOTAL
1,517
$ 44,333,657
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
GATEWAY TAX CREDIT FUND, LTD.
(A Florida Limited Partnership)
By: Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
Date: June 29,
By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: June 29,
By:/s/ J. Davenport Mosby III
J. Davenport Mosby III
Director
Date: June 29,
By:/s/ Jonathan Oorlog
Jonathan Oorlog
Vice President and Chief Financial Officer
Date: June 29,
By:/s/ Sandra C. Humphreys
Sandra C. Humphreys
Secretary and Treasurer