Item 1. Business
Gateway Tax Credit Fund II Ltd. ("Gateway") is a Florida Limited Partnership. The general partners are Raymond James Tax Credit Funds, Inc., the Managing General Partner, and Raymond James Partners, Inc., (collectively the "General Partners") both sponsors of Gateway Tax Credit Fund II Ltd. and wholly-owned subsidiaries of Raymond James Financial, Inc.
Pursuant to the Securities Act of 1933, Gateway filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective September 12, 1989, which covered the offering (the "Public Offering") of Gateway's Beneficial Assignee Certificates ("BACs") representing assignments of units for the beneficial interest of the limited partnership interest of the Assignor Limited Partner. The Assignor Limited Partner was formed for the purpose of serving in that capacity for Gateway and will not engage in any other business.
Gateway is engaged in only one industry segment, to acquire limited partnership interests in unaffiliated limited partnerships ("Project Partnerships"), each of which owns and operates one or more apartment complexes eligible for Low-Income Housing Tax Credits under Section 42 of the Internal Revenue Code ("Tax Credits"), received over a ten year period. Subject to certain limitations, Tax Credits may be used by Gateway's investors to reduce their income tax liability generated from other income sources. Gateway will terminate on December 31, 2040, or sooner, in accordance with the terms of its Limited Partnership Agreement. As of March 31, 2007, Gateway had received capital contributions of $1,000 from the General Partners and $37,228,000 from Assignees.
Gateway offered BACs in five series. BACs in the amounts of $6,136,000, $5,456,000, $6,915,000, $8,616,000 and $10,105,000 for Series 2, 3, 4, 5, and 6, respectively had been issued as of March 31, 2007. Each series is treated as a separate partnership, investing in a separate and distinct pool of Project Partnerships. Net proceeds from each series were used to acquire Project Partnerships which are specifically allocated to such series. Income or loss and all tax items from the Project Partnerships acquired by each series are specifically allocated among the Assignees of such series.
Operating profits and losses, cash distributions from operations and Tax Credits are allocated 99% to the Assignees and 1% to the General Partners. Profit or loss and cash distributions from sales of property will be allocated as described in the Limited Partnership Agreement.
Gateway initially held investments in 148 Project Partnerships. As more fully discussed in Item 7 herein, Gateway is presently in the process of disposing of its interests in Project Partnerships which have reached the end of their fifteen year tax credit compliance period. As of March 31, 2007, Gateway held investments in 136 Project Partnerships, 12 Project Partnerships have been sold as of March 31, 2007. As described in Note 8 herein, one additional Project Partnership has been sold subsequent to the fiscal year-end of March 31, 2007. Project Partnership investments by Series as of March 31, 2007 are as follows: 22 Project Partnerships for Series 2, 17 Project Partnerships for Series 3, 25 Project Partnerships for Series 4, 35 Project Partnerships for Series 5 and 37 Project Partnerships for Series 6. Gateway acquired its interests in these properties by becoming a limited partner in the Project Partnerships that own the properties. As of March 31, 2007, the capital received for each series was fully invested in Project Partnerships and management plans no new investments in the future.
The primary source of funds from the inception of each series has been the capital contributions from Assignees. Gateway's operating costs are funded using the reserves established for this purpose, the interest earned on these reserves and distributions received from Project Partnerships.
All but two of the Project Partnerships are government subsidized with mortgage loans from the Farmers Home Administration (now called United States Department of Agriculture - 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 nonsubsidized apartment properties. Risks related to the operations of Gateway are described in detail on pages 23 through 34 of the Prospectus, as supplemented, contained in the Registration Statement, File No. 33-31821 ("Prospectus") under the Caption "Risk Factors" which is incorporated herein by reference. The investment objectives of Gateway are to:
1) Provide tax benefits to Assignees in the form of Tax Credits during the period in which
each Project is eligible to claim tax credits;
2) Preserve and protect the capital contribution of Investors;
3) Participate in any capital appreciation in the value of the Projects; and
4) Provide passive losses to i) individual investors to offset passive income from other
passive activities, and ii) corporate investors to offset business income.
The investment objectives and policies of Gateway are described in detail on pages 34 through 40 of the Prospectus, under the caption "Investment Objectives and Policies" which is incorporated herein by reference.
Gateway's goal is to invest in a diversified portfolio of Project Partnerships located in rural and suburban locations with a high demand for low income housing. As of March 31, 2007 the investor capital contributions 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 is now over for 129 of the 148 Project Partnership investments originally made. Gateway is now disposing of its remaining interests in Project Partnerships as they reach the end of their 15 year Tax Credit compliance period. Gateway's objective is to sell Gateway's interest in such properties for fair market value and ultimately, to liquidate the Project Partnerships and in turn ultimately liquidate Gateway.
Gateway has no direct employees. Services are performed by the Managing General Partner and its affiliates and by agents retained by it. The Managing General Partner has full and exclusive discretion in management and control of Gateway.
Exit Strategy
The IRS compliance period for low-income housing tax credit properties is generally 15 years from occupancy following construction or rehabilitation completion.
Of the original 148 Project Partnership investments, 129 have reached the end of their Tax Credit compliance period as of December 31, 2006 and those Project Partnerships that have yet to reach the end of their Tax Credit compliance period will do so no later than December 31, 2008. As of March 31, 2007, twelve of the Project Partnership investments have been sold and, in accordance with the Gateway partnership agreement, the entire net proceeds received from these sales are payable to the Assignee Limited Partners of those series of Gateway. On a cumulative basis as of March 31, 2007, $99,600 representing $18.25 per Assignee Limited Partner unit in Series 3, $157,126 representing $18.23 per Assignee Limited Partner unit in Series 5 and $224,074 representing $22.17 per Assignee Limited Partner unit in Series 6 have been distributed to the Assignee Limited Partners of the respective series. An additional $357,095 representing $65.45 per Assignee Limited Partner unit in Series 3 and $146,944 representing $21.25 per Assignee Limited Partner unit in Series 4 have been distributed in May, 2007.
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 2007.
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 large enough 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 a majority interest in properties through its limited partnership investments in Project Partnerships. The largest single net investment as of March 31, 2007 in a Project Partnership for each respective Series is: Series 2, 3 and 4 is 0% of both the series and Gateway's total assets as there are no Investment in Project Partnership balances in any of those series, Series 5 is 19.5% of the Series'total
assets and 3.3% of Gateway's total assets, and Series 6 is 18.2% of the Series'total assets and 5.2% of Gateway's total assets. The following table provides certain summary information regarding the Project Partnerships in which Gateway had an interest as of December 31, 2006:
The average effective rental income per unit for the year-ended December 31, 2006 is $3,876 per year ($323 per month).
Item 2. Properties (continued):
SERIES 4
The average effective rental income per unit for the year-ended December 31, 2006 is $4,023 per year ($335 per month).
The average effective rental income per unit for the year-ended December 31, 2006 is $4,025 per year ($335 per month).
Item 2. Properties (continued):
SERIES 6
PARTNERSHIP
-----------
LOCATION OF
PROPERTY
-----------
# OF
UNIT
-----
DATE
ACQUIRED
--------
PROPERTY
COST
--------
OCCU-
PANCY
RATE
-----
Spruce
Shannon
Carthage
Coal City
Blacksburg Terrace
Frazer Place
Ehrhardt
Sinton
Frankston
Flagler Beach
Oak Ridge
Monett
Arma
Southwest City
Meadowcrest
Parsons
Newport Village
Goodwater Falls
Northfield Station
Pleasant Hill
Winter Park
Cornell
Heritage Drive So.
Brodhead
Mt. Village
Hazlehurst
Sunrise
Stony Creek
Logan Place
Haines
Maple Wood
Summerhill
Dorchester
Lancaster
Autumn Village
Hardy
Dawson
Pierre, SD
O'Neill, NE
Carthage, MO
Coal City, IL
Blacksburg, SC
Smyrna, DE
Ehrhardt, SC
Sinton, TX
Frankston, TX
Flagler Beach, FL
Williamsburg, KY
Monett, MO
Arma, KS
Southwest City, MO
Luverne, AL
Parsons, KS
Newport, TN
Jenkins, KY
Corbin, KY
Somerset, KY
Mitchell, SD
Watertown, SD
Jacksonville, TX
Brodhead, KY
Mt. Vernon, KY
Hazlehurst, MS
Yankton, SD
Hooversville, PA
Logan, OH
Haines, AK
Barbourville, KY
Gassville, AR
St. George, SC
Mountain View, AR
Harrison, AR
Hardy, AR
Dawson, GA
-----
1,048
11/91
11/91
1/92
3/92
4/92
4/92
4/92
4/92
4/92
5/92
5/92
5/92
5/92
5/92
6/92
7/92
7/92
7/92
7/92
7/92
7/92
7/92
1/92
7/92
7/92
8/92
8/92
8/92
9/92
8/92
8/92
9/92
9/92
9/92
7/92
7/92
11/93
1,181,526
704,794
775,095
1,328,623
1,378,516
1,676,842
709,881
1,053,059
676,931
1,718,676
1,045,646
1,034,586
908,494
436,882
1,238,475
1,532,968
1,678,210
1,414,978
1,022,561
961,926
1,331,731
1,167,799
1,235,098
982,688
959,509
1,190,156
1,499,593
1,656,135
1,526,912
3,107,763
1,039,790
1,319,786
561,008
1,387,035
616,082
931,989
1,474,973
-----------
$44,466,716
67%
88%
92%
100%
100%
100%
88%
97%
92%
100%
92%
97%
100%
83%
97%
98%
100%
100%
96%
96%
92%
92%
95%
96%
96%
100%
100%
88%
93%
84%
100%
93%
100%
100%
88%
96%
98%
=====
===========
The average effective rental income per unit for the year-ended December 31, 2006 is $4,409 per year ($367 per month).
Item 2. Properties (continued):
A summary of the book value of the fixed assets of the properties at December 31, 2006, 2005 and 2004 is as follows:
12/31/06
SERIES 2
SERIES 3
SERIES 4
Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress
Properties, at Cost
Less: Accum. Depreciation
Properties, Net
$ 1,012,180
176,254
26,493,385
1,008,399
-----------
28,690,218
14,509,817
-----------
$ 14,180,401
$ 684,171
60,548
18,752,377
1,289,230
-----------
20,786,326
12,941,903
-----------
$ 7,844,423
$ 1,022,612
189,887
27,284,781
1,631,439
-----------
30,128,719
14,557,123
-----------
$ 15,571,596
============
============
============
SERIES 5
SERIES 6
TOTAL
Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress
Properties, at Cost
Less: Accum. Depreciation
Properties, Net
$ 1,451,551
160,551
36,218,888
1,859,764
-----------
39,690,754
19,192,129
-----------
$ 20,498,625
$ 1,709,391
569,385
39,614,448
2,573,492
-----------
44,466,716
19,596,977
-----------
$ 24,869,739
$ 5,879,905
1,156,625
148,363,879
8,362,324
-----------
163,762,733
80,797,949
-----------
$ 82,964,784
============
============
============
12/31/05
SERIES 2
SERIES 3
SERIES 4
Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress
Properties, at Cost
Less: Accum. Depreciation
Properties, Net
$ 1,012,180
153,721
26,439,200
975,046
38,604
-----------
28,618,751
13,623,386
-----------
$ 14,995,365
$ 985,546
131,281
25,661,272
1,593,479
-----------
28,371,578
16,335,525
-----------
$ 12,036,053
$ 1,188,112
222,427
31,384,891
1,814,832
-----------
34,610,262
15,441,345
-----------
$ 19,168,917
===========
===========
===========
SERIES 5
SERIES 6
TOTAL
Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress
Properties, at Cost
Less: Accum. Depreciation
Properties, Net
$ 1,451,551
159,501
36,202,243
1,814,555
-----------
39,627,850
17,923,547
-----------
$ 21,704,303
$ 1,709,391
556,191
39,024,120
2,414,255
-----------
43,703,957
18,360,632
-----------
$ 25,343,325
$ 6,346,780
1,223,121
158,711,726
8,612,167
38,604
-----------
174,932,398
81,684,435
-----------
$ 93,247,963
===========
===========
============
12/31/04
SERIES 2
SERIES 3
SERIES 4
Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress
Properties, at Cost
Less: Accum. Depreciation
Properties, Net
$ 1,012,180
136,496
26,404,542
936,014
38,604
-----------
28,527,836
12,747,926
-----------
$ 15,779,910
$ 985,546
123,414
25,586,168
1,556,321
-----------
28,251,449
15,378,450
-----------
$ 12,872,999
$ 1,188,112
222,427
31,289,900
1,758,655
-----------
34,459,094
14,409,096
-----------
$ 20,049,998
===========
===========
===========
SERIES 5
SERIES 6
TOTAL
Land
Land Improvements
Buildings
Furniture and Fixtures
Construction in Progress
Properties, at Cost
Less: Accum. Depreciation
Properties, Net
$ 1,451,551
159,501
36,164,853
1,771,643
-----------
39,547,548
16,798,175
-----------
$ 22,749,373
$ 1,774,305
536,092
40,018,159
2,426,481
-----------
44,755,037
17,672,479
-----------
$ 27,082,558
$ 6,411,694
1,177,930
159,463,622
8,449,114
38,604
-----------
175,540,964
77,006,126
-----------
$ 98,534,838
===========
===========
============
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, 2007, 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 Securities and Related Security Holder Matters
(a) Gateway's Limited Partnership interests (BACs) are not publicly traded. There is no market for Gateway's Limited Partnership interests and it is unlikely that any will develop. No transfers of Limited Partnership Interest or BAC Units are permitted without the prior written consent of the Managing General Partner. There have been several transfers from inception to date with most being from individuals to their trusts or heirs. The Managing General Partner is not aware of the price at which the units are transferred. The conditions under which investors may transfer units is found under ARTICLE XII - "Issuance of BAC'S" on pages A-29 and A-30 of the Limited Partnership Agreement within the Prospectus, which is incorporated herein by reference.
(b) Approximate Number of Equity Security Holders:
Title of Class Number of Holders
as of March 31, 2007
Beneficial Assignee Certificates 2,533
General Partner Interest 2
Item 6.
Item 6. Selected Financial Data
FOR THE YEARS ENDED MARCH 31,:
SERIES 2
----
----
----
----
----
Total Revenues
$ 15,209
$ 7,263
$ 13,938
$ 12,820
$ 12,665
Net Loss
(119,127)
(156,399)
(97,520)
(92,200)
(85,230)
Equity in (Losses) of Project Partnerships
(32,092)
(10,911)
(8,484)
(17,624)
Total Assets
257,364
316,805
394,306
445,532
523,794
Investments In Project Partnerships
34,391
47,597
58,381
Per BAC: (A)
Tax Credits
Portfolio
Income
Passive Loss
.02
6.65
(125.58)
.14
4.74
(129.62)
.14
4.18
(142.06)
.14
5.18
(157.55)
2.79
7.31
(146.95)
Net Loss
(19.22)
(25.23)
(15.73)
(14.88)
(13.75)
FOR THE YEARS ENDED MARCH 31,:
SERIES 3
----
----
----
----
----
Total Revenues
$ 20,439
$ 22,861
$ 18,781
$ 22,801
$ 21,167
Net Income (Loss)
305,962
(108,278)
(77,647)
(77,243)
(82,729)
Equity in Income (Losses) of
Project Partnerships
(5,137)
(25,505)
Total Assets
598,431
294,987
329,653
344,724
405,777
Investments In Project Partnerships
6,633
Per BAC: (A)
Tax Credits
Portfolio
Income
Passive Loss
11.09
(118.50)
6.85
(137.15)
5.78
(147.47)
.17
6.54
(159.39)
1.38
7.92
(137.28)
Net Income (Loss)
46.84
(19.65)
(14.09)
(14.02)
(15.01)
Item 6. Selected Financial Data
FOR THE YEARS ENDED MARCH 31,:
SERIES 4
----
----
----
----
----
Total Revenues
$ 20,091
$ 18,473
$ 16,181
$ 27,960
$ 14,116
Net Loss
(79,276)
(138,304)
(102,967)
(98,159)
(160,313)
Equity in Income (Losses) of Project
Partnerships
(8,763)
(77,657)
Total Assets
469,913
396,889
445,208
472,775
536,633
Investments In Project Partnerships
12,279
Per BAC: (A)
Tax Credits
Portfolio
Income
Passive Loss
9.68
(149.08)
1.22
5.99
(150.52)
.21
5.11
(140.52)
1.22
4.16
(134.34)
2.98
8.48
(147.73)
Net Loss
(20.70)
(19.80)
(14.74)
(14.05)
(22.95)
FOR THE YEARS ENDED MARCH 31,:
SERIES 5
----
----
----
----
----
Total Revenues
$ 26,812
$ 22,819
$ 27,663
$ 16,981
$ 20,909
Net Income(Loss)
(194,685)
(208,790)
15,153
(265,039)
(261,993)
Equity in Losses of Project
Partnerships
(5,528)
(22,512)
(21,348)
(133,705)
(159,492)
Total Assets
402,832
508,067
773,331
827,194
1,073,840
Investments In Project Partnerships
125,403
151,630
202,405
229,630
376,275
Per BAC: (A)
Tax Credits
Portfolio
Income
Passive Loss
5.89
(118.24)
5.79
(112.76)
2.33
5.39
(151.09)
8.66
4.81
(148.50)
54.70
6.71
(136.53)
Net Income (Loss)
(22.37)
(23.99)
(6.71)
(30.45)
(30.10)
FOR THE YEARS ENDED MARCH 31,:
(A) The per BAC tax information is as of December 31, the year end for tax purposes.
The above selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this report. This statement is not covered by the auditor's opinion included elsewhere in this report.
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 will require implementation by Gateway in subsequent years. In light of these additional requirements, Gateway has and expects to continue to incur increased expenses related to compliance with the Act.
Results of Operations, Liquidity and Capital Resources
Operations commenced on September 14, 1990, with the first admission of Assignees in Series 2. The proceeds from Assignees'capital contributions available for investment were used to acquire interests in Project Partnerships.
Gateway - All Series - The following discusses the overall results of operations, liquidity and capital resources for Gateway as a whole. A summary of the activity within each specific Series of Gateway then follows.
Distribution income arises from any cash distributions received from Project Partnerships which have a zero investment balance for financial reporting purposes. Distribution income increased 15% in fiscal year 2007 to $112,229, an increase of $14,459 from the fiscal year 2006 distribution income of $97,770, which represented a $10,832 or 10% decrease as compared to distribution income of $108,602 in fiscal year 2005.
The capital resources of each Series are used to pay General and Administrative operating costs including personnel, supplies, data processing, travel and legal and accounting associated with the administration and monitoring of Gateway and the Project Partnerships. The capital resources are also used to pay the Asset Management Fee due the Managing General Partner, but only to the extent that Gateway's remaining resources are sufficient to fund Gateway's ongoing needs. (Payment of any Asset Management Fee unpaid at the time Gateway sells its interests in the Project Partnerships is subordinated to the investors' return of their original capital contribution).
Total expenses of Gateway were $1,082,466 for the fiscal year ended March 31, 2007, a decrease of $196,394 as compared to the fiscal year 2006 total expenses of $1,278,860, which represented a $578,029 increase in total expenses over the fiscal year 2005 amount of $700,831. Impairment expense represents a significant component of total expenses in fiscal year 2007 and 2006. Impairment expense is a non-cash element of expense that arises whenever events or changes in circumstances indicate that the recorded carrying value of a respective Investment in Project Partnership may not be recoverable. During fiscal year 2007, impairment expense was recorded in the aggregate amount of $103,003. In fiscal year 2006, the impairment expense recorded was $343,241. Net of this impairment expense, expenses of Gateway increased $43,844, or 5% in fiscal year 2007 versus fiscal year 2006. The increase in fiscal year 2007 results from increases in the expense of the General Partner in administering the business of Gateway as well as increases in the cost of third-parties who provide services such as audit services to Gateway. The fiscal year 2006 expense represented a $234,788, or 34% increase over the fiscal year 2005 amount of $700,831.
The sources of funds to pay the expenses of Gateway are cash and cash equivalents and short-term investments which are comprised of U.S. Treasury Security Strips ("Zero Coupon Treasuries") and U.S. Treasury Notes along with the interest earnings thereon, which were purchased with funds set aside for this purpose, and cash distributed to the Series from the operations of the Project Partnerships. Due to the rent limitations applicable to the Project Partnerships projects as a result of their qualifying for Low-Income Housing Tax Credits, Gateway does not expect there to be a significant increase in future rental income of the Project Partnerships. Therefore, cash distributions from the operations of the Project Partnerships are not expected to increase. Management believes these sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.
For the year ended March 31, 2007 the Project Partnerships reported losses of $12,194 which represents a $68,109 decrease as compared to the Losses from Project Partnerships for the year ended March 31, 2006 of $80,303. For the fiscal year ended March 31, 2005, the Project Partnerships reported a loss of $97,495. 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 2007, the Gain on Sale of Project Partnerships amounted to $475,364, an increase from the fiscal year 2006 Gain on Sale of Project Partnerships amount of $224,074 which was an increase over the fiscal year 2005 Gain on Sale of Project Partnerships of $157,126. In addition in fiscal year 2007, $128,050 of Gain on Sale of Project Partnerships was deferred for revenue recognition purposes and is reflected on the Balance Sheet as of March 31, 2007. This Deferred Gain will be recognized on the statement of operations in fiscal year 2008 when the proceeds are received. As more fully discussed herein, ten Project Partnership investments were sold or disposed of in fiscal year 2007 as compared to fiscal year 2006 and fiscal year 2005 when one Project Partnership investment was sold in each year. The amount of the gain or loss on a sale of a Project Partnership and the year in which it is recognized on the statement of operations 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 total, Gateway reported a loss of $419,794 from operations for the year ended March 31, 2007. Cash and Cash Equivalents decreased by $401,872 but Investments in Securities increased by $444,723. Of the Cash and Cash Equivalents on hand as of March 31, 2007, $376,063 is payable to certain series'Assignees arising from the sale of Project Partnerships during fiscal year 2007, which are for distribution to those certain Assignees in fiscal 2008. After consideration of these sales proceeds, cash and cash equivalents and Investments in Securities decreased $333,212 as compared to the prior year-end balances.
The financial performance of each respective Series is summarized as follows:
Series 2 - Gateway closed this series on September 14, 1990 after receiving $6,136,000 from 375 Assignees. As of March 31, 2007, the series had invested $4,524,678 in 22 Project Partnerships located in 10 states containing 724 apartment units. Average occupancy of the Project Partnerships was 93% as of December 31, 2006.
Equity in Losses of Project Partnerships decreased $32,092 to $0 for the year ended March 31, 2007, the fiscal year 2006 losses represented an increase of $21,181 from the fiscal year 2005 loss amount of $10,911. As presented in Note 5, Gateway's share of net loss decreased from $679,662 for the year ended March 31, 2005 to $637,400 for the year ended March 31, 2006 and to $527,581 for the year ended March 31,2007. Suspended Losses were $668,751 for the year ended March 31, 2005, $605,308 for the year ended March 31, 2006 and $527,581 for the year ended March 31, 2007. If not suspended, these losses would have reduced the investment in Project Partnerships below zero. In general, it is common in the real estate industry to experience losses for financial and tax reporting purposes because of the non-cash expenses of depreciation and amortization. (These Project Partnerships reported depreciation and amortization of $869,716, $875,459, and $886,432 for the years ended December 31, 2004, 2005, and 2006 respectively.) As a result, management expects that this Series, as well as those described below, will report its equity in Project Partnerships as a loss for tax and financial reporting purposes until the year of disposition. Overall, management believes the Project Partnerships are operating as expected and have generated Tax Credits that met projections.
At March 31, 2007, the Series had $129,724 of short-term investments (Cash and Cash Equivalents). In addition, the Series had $127,640 in U. S. Treasury Notes with a maturity value of $127,000 at June 30, 2007. Management believes the sources of funds are sufficient to meet current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.
As disclosed on the statement of cash flows, the Series had a net loss of $119,127 for the year ending March 31, 2007. However, after adjusting for the changes in operating assets and liabilities, net cash used in operating activities was $77,279. Cash used in investing activities totaled $43,526, consisting of $15,209 in cash distributions from the Project Partnerships and $66,276 from matured Zero Coupon Treasuries, offset by $125,011 used to purchase U.S. Treasury Notes in July 2006.
Series 3 - Gateway closed this series on December 13, 1990 after receiving $5,456,000 from 398 Assignees. As of March 31, 2007 the series had invested $2,866,874 in 17 Project Partnerships located in 12 states containing 566 apartment units. Average occupancy of the Project Partnerships was 92% as of December 31, 2006.
Equity in Income of Project Partnerships was $490 for the year ended March 31, 2007, an increase from $0 for each of fiscal year 2006 and 2005. As presented in Note 5, Gateway's share of net loss decreased from $727,644 for the year ended March 31, 2005 to $595,587 for the year ended March 31, 2006 and to $334,438 for the year ended March 31, 2007. Suspended Losses decreased from $727,644 for the year ended March 31, 2005 to $595,587 for the year ended March 31, 2006 and to $333,948 for the year ended March 31, 2007. If not suspended, these losses would have reduced the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $973,367, $965,926 and $731,144 for the years ended December 31, 2004, 2005 and 2006, respectively.) Overall, management believes these Project Partnerships are operating as expected and have generated Tax Credits which met projections.
At March 31, 2007, the Series had $426,791 of short-term investments (Cash and Cash Equivalents). In addition, the Series had $127,640 in U.S. Treasury Notes with a maturity value of $127,000 at June 30, 2007. Management believes these sources of funds are sufficient to meet the Series'current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.
As disclosed on the statement of cash flows, the Series had net income of $305,962 for the year ended March 31, 2007. However, after adjusting the changes in operating assets and liabilities, net cash used in operating activities was $77,016. Cash provided by investing activities totaled $369,892, consisting of $20,439 in cash distributions from the Project Partnerships, $415,512 from the sale of 5 Project (Proceeds totaling $44,000 from the sale of 1 Project Partnership were received after year-end.), and $58,952 from matured Zero Coupon Treasuries, offset by $125,011 used to purchase U.S. Treasury Notes in July 2006. Cash used in financing activities (distributions to Limited Partners) totaled $102,120.
Series 4 - Gateway closed this series on May 31, 1991 after receiving $6,915,000 from 465 Assignees. As of March 31, 2007, the series had invested $4,273,215 in 25 Project Partnerships located in 16 states containing 769 apartment units. Average occupancy of the Project Partnerships was 94% at December 31, 2006.
Equity in Losses of Project Partnerships was $0 for the year ended March 31, 2007, no change from each of fiscal year 2006 and 2005. As presented in Note 5, Gateway's share of net loss decreased from $806,547 for the year ended March 31, 2005 to $684,436 for the year ended March 31, 2006 and to $592,559 for the year ended March 31, 2007. Suspended Losses decreased from $806,547 for the year ended March 31, 2005 to $684,436 for the year ended March 31, 2006 and to $592,559 for the year ended March 31, 2007. If not suspended, these losses would have reduced the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $1,045,249, $1,044,298 and $921,420 for the years ended December 31, 2004, 2005 and 2006, respectively.) Overall, management believes these Project Partnerships are operating as expected and have generated Tax Credits which met projections.
At March 31, 2007, the Series had $206,516 of short-term investments (Cash and Cash Equivalents). In addition, the Series had $178,897 in U.S. Treasury Notes with a maturity value of $178,000 at June 30, 2007. Management believes these sources of funds are sufficient to meet the Series'current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.
As disclosed on the statement of cash flows, the Series had a loss of $79,276 from operations for the year ended March 31, 2007. However, after adjusting for the changes in operating assets and liabilities, net cash used in operating activities was $97,692. Cash used in investing activities totaled $16,436, consisting of $20,091 in cash distributions from the Project Partnerships, $64,000 from the sale of 2 Project Partnerships (Proceeds totaling $84,500 from the sale of 2 Project Partnership were received after year-end.), and $74,685 from matured Zero Coupon Treasuries, offset by $175,212 used to purchase U.S. Treasury Notes in July 2006. Cash used in financing activities totaled $1,560.
Series 5 - Gateway closed this series on October 11, 1991 after receiving $8,616,000 from 535 Assignees. As of March 31, 2007, the series had invested $6,010,273 in 35 Project Partnerships located in 12 states containing 1,080 apartment units. Average occupancy of the Project Partnerships was 94% as of December 31, 2006.
Equity in Losses of Project Partnerships decreased $16,984 to $5,528 in fiscal year 2007, as compared to $22,512 in fiscal year 2006. The fiscal year 2006 amount was a $1,164 increase from the fiscal year 2005 losses of $21,348. As presented in Note 5, Gateway's share of net loss decreased from $772,904 for the year ended March 31, 2005 to $724,141 for the year ended March 31, 2006 and then increased to $738,149 for the year ended March 31, 2007. Suspended losses decreased from $746,794 for the year ended March 31, 2005 to $701,629 for the year ended March 31, 2006 and then increased to $732,621 for the year ended March 31, 2007. If not suspended, these losses would have reduced the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $1,247,246, $1,203,506 and $1,220,039 for the years ended December 31, 2004, 2005 and 2006, respectively.) 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. There were no impairment expenses in fiscal years 2007, 2006, and 2005. Overall, management believes these Project Partnerships are operating as expected and have generated Tax Credits which met projections.
At March 31, 2007, the Series had $175,920 of short-term investments (Cash and Cash Equivalents). In addition, the Series had $101,509 in U.S. Treasury Notes with a maturity value of $101,000 at June 30, 2007. Management believes these sources of funds are sufficient to meet the Series'current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.
As disclosed on the statement of cash flows, the Series had a net loss of $194,685 for the year ended March 31, 2007. However, after adjusting for Equity in Losses of Project Partnerships of $5,528 and the changes in operating assets and liabilities, net cash used in operating activities was $112,262. Cash provided by investing activities totaled $25,743 consisting of $32,075 in cash distributions from the Project Partnerships and $93,086 from matured Zero Coupon Treasuries, offset by $99,418 used to purchase U.S. Treasury Notes in July 2006.
Series 6 - Gateway closed this series on March 11, 1992 after receiving $10,105,000 from 625 Assignees. As of March 31, 2007, the series had invested $7,250,034 in 37 Project Partnerships located in 19 states containing 1,048 apartment units. Average occupancy of the Project Partnerships was 95% as of December 31, 2006.
Equity in Losses of Project Partnerships decreased $18,543 to $7,156 in fiscal year 2007 as compared to losses of $25,699 for fiscal year 2006. The fiscal year 2006 losses were a $39,537 decrease from a loss amount of $65,236 recorded in fiscal year 2005. As presented in Note 5, Gateway's share of net loss decreased from $673,713 for the year ended March 31, 2005 to $590,957 for the year ended March 31, 2006 and to $569,570 for the year ended March 31, 2007. Suspended losses decreased from $608,477 for the year ended March 31, 2005 to $565,258 for the year ended March 31, 2006 and to $562,414 for the year ended March 31, 2007. If not suspended, these losses would have reduced the investment in Project Partnerships below zero. (These Project Partnerships reported depreciation and amortization of $1,367,028, $1,293,203 and $1,303,827 for the years ended December 31, 2004, 2005 and 2006, respectively.) 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. For the fiscal years ended March 31, 2007 and 2006, impairment expenses of $103,003 and $343,241 were recognized. There was no impairment expense in fiscal year 2005. Overall, management believes these Project Partnerships are operating as expected and have generated Tax Credits which met projections.
At March 31, 2007, the Series had $193,964 of short-term investments (Cash and Cash Equivalents). In addition, the Series had $280,406 in U.S. Treasury Notes with a maturity value of $279,000 at June 30, 2007. Management believes these sources of funds are sufficient to meet the Series'current and ongoing operating costs for the foreseeable future, and to pay part of the Asset Management Fee.
As disclosed on the statement of cash flows, the Series had a net loss of $332,668 for the year ended March 31, 2007. However, after adjusting for Equity in Losses of Project Partnerships of $7,156 and the changes in operating assets and liabilities, net cash used in operating activities was $116,082. Cash used in investing activities totaled $153,534 consisting of $38,096 in cash distributions from the Project Partnerships and $83,000 from matured Zero Coupon Treasuries, offset by $274,630 used to purchase U.S. Treasury Notes in July 2006.
Exit Strategy
The IRS compliance period for low-income housing Tax Credit properties is generally 15 years from occupancy following construction or rehabilitation completion. Gateway is currently in the process of disposing of its investments in Project Partnerships which have reached the end of their fifteen year Tax Credit compliance period. 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) the mortgage balance of the property 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, 2007, Gateway holds a limited partner interest in 136 Project Partnerships which own and operate government assisted multi-family housing complexes. Project investments by Series are as follows: 22 Project Partnerships for Series 2, 17 Project Partnerships for Series 3, 25 Project Partnerships for Series 4, 35 Project Partnerships for Series 5, and 37 Project Partnerships for Series 6. Many of the Project Partnerships have reached the end of their Tax Credit compliance period. As of March 31, 2007, twelve of the Project Partnerships have been sold (6 in Series 3, 4 in Series 4, 1 in Series 5, and 1 in Series 6) 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 Assignees of the respective Series. Gateway at one time held investments in 148 Project Partnerships (22 in Series 2, 23 in Series 3, 29 in Series 4, 36 in Series 5, and 38 in Series 6). The transaction summaries for the Project Partnerships sold during the past three fiscal years are summarized below:
Fiscal Year 2007 Disposition Activity:
Series 3
In March 2007, Gateway sold its Project Partnership investment in Belmont Senior Apartments. In accordance with FASB No. 66 ("FASB No. 66") "Accounting for Sales of Real Estate," although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated gain on the sale of this investment of $43,850 is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of Operations until the period that the proceeds are received. The entire balance of the net proceeds due from this sale were subsequently received and distributed to the Series 3 Assignees in the amount of $8.04 per beneficial assignee certificate during the first quarter of fiscal year 2008.
In January 2007, Gateway sold its Project Partnership investment in Southwood Apartments. Gateway received $42,652 in net proceeds ($7.82 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.
In January 2007, Gateway sold its Project Partnership investment in Plaza Senior Village Apartments. Gateway received $82,145 in net proceeds ($15.06 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.
In January 2007, Gateway sold its Project Partnership investment in Brubaker Square Apartments. Gateway received $115,009 in net proceeds ($21.08 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.
In January 2007, Gateway sold its Project Partnership investment in Villa Allegra Apartments. Gateway received $73,408 in net proceeds ($13.45 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.
In November 2006, Gateway sold its Project Partnership investment in Birchwood Apartments. Gateway received $99,410 in net proceeds ($18.25 per beneficial assignee certificate) for the sale of the Project Partnership. Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. The net proceeds from this sale transaction were distributed to the Series 3 Assignees in December 2006.
Series 4
In March 2007, Gateway sold its Project Partnership investment in Edmonton Senior Apartments. In accordance with FASB No. 66, although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated gain on the sale of this investment of $38,350 is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of Operations until the period that the proceeds are received. The entire balance of the net proceeds due from this sale were subsequently received and distributed in the amount of $5.55 per beneficial assignee certificate to the Series 4 Assignees during the first quarter of fiscal year 2008.
In March 2007, Gateway sold its Project Partnership investment in Owingsville Senior Apartments. In accordance with FASB No. 66, although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated gain on the sale of this investment of $45,850 is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of Operations until the period that the proceeds are received. The entire balance of the net proceeds due from this sale were subsequently received and distributed in the amount of $6.63 per beneficial assignee certificate to the Series 4 Assignees during the first quarter of fiscal year 2008.
In January 2007, Gateway sold its Project Partnership investment in Alsace Village Apartments. Gateway received $23,370 in net proceeds ($3.38 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 4 Assignees.
In January 2007, Gateway sold its Project Partnership investment in Greenbriar Apartments. Gateway received $39,370 in net proceeds ($5.69 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 4 Assignees.
Fiscal Year 2006 Disposition Activity:
Series 6
In August 2005, Gateway sold its Project Partnership investment in Mountain Crest Apartments. Gateway received $224,074 in net proceeds ($22.17 per beneficial assignee certificate) for the sale of this Project Partnership. Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. The net proceeds from this sale transaction were distributed to the Series 6 Assignees in November 2005.
Fiscal Year 2005 Disposition Activity:
Series 5
In December 2004, Gateway sold its Project Partnership investment in Highland View Apartments. Gateway received $157,126 in net proceeds ($18.24 per beneficial assignee certificate) for the sale of this Project Partnership. Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. The net proceeds from this sale transaction were distributed to the Series 5 Assignees in July 2005.
Project Partnership sold subsequent to March 31, 2007:
Series 2
Rolling Oaks II Apartments
Subsequent to the March 31, 2007 year-end, Gateway sold its Project Partnership investment in Rolling Oaks II Apartments. Gateway realized approximately $55,000 in net proceeds or approximately $8.96 per beneficial assignee certificate from this sale transaction which will be distributed to the Series 2 Assignees in the 2nd quarter of fiscal year 2008.
Gateway has approved the sale to the general partner of the Project Partnership or a third party:
Series 2
Inverness Club 		Heritage Village Apartments
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 to Gateway from the sales of these Project Partnerships are estimated to be $360,000, or $58.67 per beneficial assignee certificate which would be available for distribution to the Series 2 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next 24-month period.
Series 4
Chestnut Apartments 		Ashland Estates
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 to Gateway from the sales of these Project Partnerships are estimated to be $22,000, or $3.18 per beneficial assignee certificate which would be available for distribution to the Series 4 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next 24-month period.
Series 5
Country Place Apartments II 	Country Place Apartments II
(Georgetown LP)		 (Portland II Ltd.)
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 to Gateway from the sales of these Project Partnerships are estimated to be $90,000, or $10.45 per beneficial assignee certificate which would be available for distribution to the Series 5 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next 24-month period.
Series 6
Autumn Place Apts.		 Spring Wood Apartments
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 to Gateway from the sales of these Project Partnerships are estimated to be $102,000, or $10.09 per beneficial assignee certificate which would be available for distribution to the Series 6 Assignees subsequent to the closing of these sales transactions which would most likely occur within the next 24-month period.
Gateway has consented to the general partner granting an option for either the general partner or a third-party to purchase the Project Partnership interest:
Series 2
Brookhaven Apartments 		Lakeshore Apartments
Lewiston Country Estates 		Woodland Terrace Apartments
Hidden Creek Apartments
Should all of these options be exercised, the estimated net sales proceeds to Gateway from the sales transactions are estimated to be $715,000, or $116.53 per beneficial assignee certificate potentially available for distribution to the Series 2 Assignees over the next 24 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.
Series 3
Countrywood Apartments
Should this option be exercised, the estimated net sales proceeds to Gateway from the sales transaction are estimated to be $85,000, or $15.58 per beneficial assignee certificate potentially available for distribution to the Series 3 Assignees over the next 24 months. This option to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project Partnership, the results of which are undeterminable.
Series 4
River Bend Apartments 	Norton Green Apartments
Should all of these options be exercised, the estimated net sales proceeds to Gateway from the sales transactions are estimated to be $180,000, or $26.03 per beneficial assignee certificate potentially available for distribution to the Series 4 Assignees over the next 24 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.
Series 5
Villa Del Rio 			Willow Apartments
Woodvale Apartments II
Should all of these options be exercised, the estimated net sales proceeds to Gateway from the sales transactions are estimated to be $275,000, or $31.92 per beneficial assignee certificate potentially available for distribution to the Series 5 Assignees over the next 24 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.
Series 6
Country Place Apartments
Should this option be exercised, the estimated net sales proceeds to Gateway from the sales transaction are estimated to be $90,000, or $8.91 per beneficial assignee certificate potentially available for distribution to the Series 6 Assignees over the next 24 months. This option to purchase could expire without being exercised which would result in no sales proceeds and remarketing of the Project Partnership, the results of which are undeterminable.
Project Partnerships currently listed for sale on a commercial real estate for sale website or listed for sale by the general partner of the Project Partnership:
Series 3
Logansport Seniors Apartments 	Sunchase II Apartments
Mill Run Apartments
Series 4
Oaks Apartments 			Tarpon Heights Apartments
Sonora Seniors Apartments 		Fredericksburg Seniors Apartments
Ozona Seniors Apartments 		Brackettville Seniors Apartments
Timpson Seniors Apartments 		Village Apartments of St. Joseph II
Series 5
Fox Ridge Apartments 	Redmont II Apartments
Village Apartments of Effingham 	Village Apartments of Seymour II
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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 31,2007. This payable is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing. As referred to in Note 4, the Managing General Partner does not intend to demand payment of the portion of this balance reflected as due later than one year within the next twelve months.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
As a small business issuer, 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 II Ltd.
We have audited the accompanying balance sheets of Gateway Tax Credit Fund II, Ltd. (a Florida Limited Partnership) as of March 31, 2007 and 2006 and the related statements of operations, partners'equity (deficit), and cash flows for each of the years in the two year period ended March 31, 2007. These financial statements are the responsibility of Gateway's management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of Gateway Tax Credit Fund II, Ltd. for the period ended March 31, 2005, were audited by other auditors whose report dated September 8, 2005, expressed an unqualified opinion on those statements.
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 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 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 auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Gateway Tax Credit Fund II, Ltd. at March 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended 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
July 16, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Gateway Tax Credit Fund II Ltd
We have audited the accompanying statements of operations, partners'equity (deficit), and cash flows of each of the five Series (Series 2 through 6) constituting Gateway Tax Credit Fund II Ltd. (a Florida Limited Partnership) for the year ended March 31, 2005. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We did not audit the financial statements of certain Project Partnerships in Series 6 for which net losses of $5,938 are included in the accompanying financial statements for the year ended March 31, 2005. Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for such underlying partnerships, is based solely on the reports of the other auditors.
We conducted our audit 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 statements of operations, partners'equity (deficit), and cash flows are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statements of operations, partners'equity (deficit), and cash flows, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statements of operations, partners'equity (deficit), and cash flows. We believe that our audit and the reports of other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audit and the reports of other auditors, the statements of operations, partners'equity (deficit), and cash flows present fairly, in all material respects, the results of operations and cash flows of each of the five Series (Series 2 through 6) constituting Gateway Tax Credit Fund II Ltd. for the year ended March 31, 2005, in conformity with accounting principles generally accepted in the United States of America.
SPENCE, MARSTON, BUNCH, MORRIS & CO.
Certified Public Accountants
Clearwater, Florida
September 8, 2005
PART I - Financial Information
Item 1. Financial Statements
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006
SERIES 2
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----
ASSETS
Current Assets:
Cash and Cash Equivalents
Investments in Securities
Total Assets
LIABILITIES AND PARTNERS'EQUITY (Deficit)
Current Liabilities:
Payable to General Partners
Other Payable
Total Current Liabilities
Long-Term Liabilities:
Payable to General Partners
Partners'Equity (Deficit):
Assignor Limited Partner
Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 2 had 6,136 at March 31, 2007 and 2006 issued to the assignees
Assignees
Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 2 had 6,136 at March 31, 2007 and 2006, issued and outstanding
General Partners
Total Partners'Equity (Deficit)
Total Liabilities and Partners'Equity (Deficit)
$ 129,724
127,640
----------
$ 257,364
==========
$ 48,705
----------
48,705
----------
666,568
----------
(399,531)
(58,378)
----------
(457,909)
----------
$ 257,364
==========
$ 250,529
66,276
----------
$ 316,805
==========
$ 48,304
8,030
----------
56,334
----------
599,253
----------
(281,595)
(57,187)
----------
(338,782)
----------
$ 316,805
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006
SERIES 3
----
----
ASSETS
Current Assets:
Cash and Cash Equivalents
Investments in Securities
Receivable - Other
Total Assets
LIABILITIES AND PARTNERS'EQUITY (Deficit)
Current Liabilities:
Payable to General Partners
Distribution Payable
Deferred Gain on Sale of Project Partnerships
Other Payable
Total Current Liabilities
Long-Term Liabilities:
Payable to General Partners
Partners'Equity (Deficit):
Assignor Limited Partner
Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 3 had 5,456 at March 31, 2007 and 2006 issued to the assignees
Assignees
Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 3 had 5,456 at March 31, 2007 and 2006, issued and outstanding
General Partners
Total Partners'Equity (Deficit)
Total Liabilities and Partners'Equity (Deficit)
$ 426,791
127,640
44,000
----------
$ 598,431
==========
$ 55,354
313,273
43,850
----------
412,477
----------
551,211
----------
(365,257)
(0)
----------
(365,257)
----------
$ 598,431
==========
$ 236,035
58,952
----------
$ 294,987
==========
$ 52,905
7,300
----------
60,205
----------
493,156
----------
(207,975)
(50,399)
----------
(258,374)
----------
$ 294,987
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006
SERIES 4
----
----
ASSETS
Current Assets:
Cash and Cash Equivalents
Investments in Securities
Receivable - Other
Total Assets
LIABILITIES AND PARTNERS'EQUITY (Deficit)
Current Liabilities:
Payable to General Partners
Distribution Payable
Deferred Gain on Sale of Project Partnerships
Other Payable
Total Current Liabilities
Long-Term Liabilities:
Payable to General Partners
Partners'Equity (deficit):
Assignor Limited Partner
Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 4 had 6,915 at March 31, 2007 and 2006 issued to the assignees
Assignees
Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 4 had 6,915 at March 31, 2007 and 2006, issued and outstanding
General Partners
Total Partners'Equity (Deficit)
Total Liabilities and Partners'Equity (Deficit)
$ 206,516
178,897
84,500
-----------
$ 469,913
===========
$ 60,680
62,744
84,200
-----------
207,624
-----------
722,109
-----------
(459,820)
----------
(459,820)
----------
$ 469,913
===========
$ 322,204
74,685
-----------
$ 396,889
===========
$ 59,221
8,030
-----------
67,251
-----------
647,438
-----------
(253,967)
(63,833)
----------
(317,800)
----------
$ 396,889
===========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006
SERIES 5
----
----
ASSETS
Current Assets:
Cash and Cash Equivalents
Investments in Securities
Receivable - Other
Total Current Assets
Investments in Project Partnerships, Net
Total Assets
LIABILITIES AND PARTNERS'EQUITY (Deficit)
Current Liabilities:
Payable to General Partners
Other Payable
Total Current Liabilities
Long-Term Liabilities:
Payable to General Partners
Partners'Equity (Deficit):
Assignor Limited Partner
Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 5 had 8,616 at March 31, 2007 and 2006 issued to the assignees
Assignees
Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 5 had 8,616 at March 31, 2007 and 2006, issued and outstanding
General Partners
Total Partners'Equity (Deficit)
Total Liabilities and Partners'Equity (Deficit)
$ 175,920
101,509
-----------
277,429
125,403
-----------
$ 402,832
===========
$ 78,583
-----------
78,583
-----------
603,864
-----------
(275,580)
(4,035)
-----------
(279,615)
-----------
$ 402,832
===========
$ 262,439
93,086
-----------
356,437
151,630
-----------
$ 508,067
===========
$ 77,770
3,650
-----------
81,420
-----------
511,577
-----------
(82,842)
(2,088)
-----------
(84,930)
-----------
$ 508,067
===========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006
SERIES 6
----
----
ASSETS
Current Assets:
Cash and Cash Equivalents
Investments in Securities
Total Current Assets
Investments in Project Partnerships, Net
Total Assets
LIABILITIES AND PARTNERS'EQUITY (Deficit)
Current Liabilities:
Payable to General Partners
Distribution Payable
Total Current Liabilities
Long-Term Liabilities:
Payable to General Partners
Partners'Equity (Deficit):
Assignor Limited Partner
Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 6 had 10,105 at March 31, 2007 and 2006 issued to the assignees
Assignees
Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 6 had 10,105 at March 31, 2007 and 2006, issued and outstanding
General Partners
Total Partners'Equity (Deficit)
Total Liabilities and Partners'Equity (Deficit)
$ 193,964
280,406
-----------
474,370
208,779
-----------
$ 683,149
===========
$ 74,311
-----------
74,357
-----------
939,298
-----------
(327,179)
(3,327)
-----------
(330,506)
-----------
$ 683,149
===========
$ 463,580
78,370
-----------
541,950
372,285
-----------
$ 914,235
===========
$ 73,971
-----------
74,017
-----------
838,056
-----------
2,162
-----------
2,162
-----------
$ 914,235
===========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
BALANCE SHEET
MARCH 31, 2007 AND 2006
TOTAL SERIES 2 - 6
----
----
ASSETS
Current Assets:
Cash and Cash Equivalents
Investments in Securities
Receivable - Other
Total Current Assets
Investments in Project Partnerships, Net
Total Assets
LIABILITIES AND PARTNERS'EQUITY (Deficit)
Current Liabilities:
Payable to General Partners
Distribution Payable
Deferred Gain on Sale of Project Partnerships
Other Payable
Total Current Liabilities
Long-Term Liabilities:
Payable to General Partners
Partners'Equity (Deficit):
Assignor Limited Partner
Units of limited partnership interest consisting of 40,000 authorized BAC's, of which Series 2-6 had 37,228 at March 31, 2007 and 2006 issued to the assignees
Assignees
Units of beneficial interest of the limited partnership interest of the assignor limited partner, $1,000 stated value per BAC, Series 2-6 had 37,228 at March 31, 2007 and 2006, issued and outstanding
General Partners
Total Partners'Equity (Deficit)
Total Liabilities and Partners'Equity (Deficit)
$1,132,915
816,092
128,500
-----------
2,077,507
334,182
-----------
$2,411,689
===========
$ 317,633
376,063
128,050
-----------
821,746
-----------
3,483,050
-----------
(1,827,367)
(65,740)
-----------
(1,893,107)
-----------
$2,411,689
===========
$1,534,787
371,369
-----------
1,907,068
523,915
-----------
$2,430,983
===========
$ 312,171
27,010
-----------
339,227
-----------
3,089,480
-----------
(824,217)
(173,507)
-----------
(997,724)
-----------
$2,430,983
===========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,
SERIES 2
----
----
----
Revenues:
Distribution Income
Total Revenues
Expenses:
Asset Management Fee-General Partner
General and Administrative:
General Partner
Other
Amortization
Total Expenses
Loss Before Equity in Losses of Project Partnerships and Other Income
Equity in Losses of Project Partnerships
Interest Income
Net Loss
Allocation of Net Loss:
Assignees
General Partners
Net Loss Per Beneficial Assignee Certificate
Number of Beneficial Assignee Certificates Outstanding
$ 15,209
-----------
15,209
-----------
67,315
61,537
19,652
-----------
148,504
-----------
(133,295)
14,168
-----------
$ (119,127)
===========
$ (117,936)
(1,191)
-----------
$ (119,127)
===========
$ (19.22)
===========
6,136
===========
$ 7,263
-----------
7,263
-----------
67,609
47,681
28,551
-----------
144,540
-----------
(137,277)
(32,092)
12,970
-----------
$ (156,399)
===========
$ (154,835)
(1,564)
-----------
$ (156,399)
===========
$ (25.23)
===========
6,136
===========
$ 13,938
-----------
13,938
-----------
67,609
32,074
11,930
-----------
112,310
-----------
(98,372)
(10,911)
11,763
-----------
$ (97,520)
===========
$ (96,545)
(975)
-----------
$ (97,520)
===========
$ (15.73)
===========
6,136
===========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,
Series 3
----
----
----
Revenues:
Distribution Income
Total Revenues
Expenses:
Asset Management Fee-General Partner
General and Administrative:
General Partner
Other
Total Expenses
Loss Before Equity in Income of Project Partnerships and Other Income
Equity in Income of Project Partnerships
Gain on Sale of Project Partnerships
Interest Income
Net Income (Loss)
Allocation of Net Income (Loss):
Assignees
General Partners
Net Income (Loss) Per Beneficial Assignee Certificate
Number of Beneficial Assignee Certificates Outstanding
$ 20,439
----------
20,439
----------
58,055
63,702
21,099
----------
142,856
----------
(122,417)
412,624
15,265
----------
$ 305,962
==========
$ 255,563
50,399
----------
$ 305,962
==========
$ 46.84
==========
5,456
==========
$ 22,861
----------
22,861
----------
62,716
49,848
30,605
---------
143,169
----------
(120,308)
12,030
----------
$(108,278)
==========
$(107,195)
(1,083)
----------
$(108,278)
==========
$ (19.65)
==========
5,456
==========
$ 18,781
----------
18,781
----------
62,717
33,531
10,716
----------
106,964
----------
(88,183)
10,536
----------
$ (77,647)
==========
$ (76,871)
(776)
----------
$ (77,647)
==========
$ (14.09)
==========
5,456
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,
SERIES 4
----
----
----
Revenues:
Distribution Income
Total Revenues
Expenses:
Asset Management Fee - General Partner
General and Administrative:
General Partner
Other
Total Expenses
Loss Before Equity in Income of Project Partnerships and Other Income
Equity in Income of Project Partnerships
Gain on Sale of Project Partnerships
Interest Income
Net Income (Loss)
Allocation of Net Income (Loss):
Assignees
General Partners
Net Income (Loss) Per Beneficial Assignee
Certificate
Number of Beneficial Assignee Certificates Outstanding
$ 20,091
---------
20,091
---------
74,671
81,118
23,570
---------
179,359
---------
(159,268)
62,740
17,252
---------
$ (79,276)
==========
$(143,109)
63,833
---------
$ (79,276)
==========
$ (20.70)
==========
6,915
==========
$ 18,473
---------
18,473
---------
77,205
62,853
33,151
---------
173,209
---------
(154,736)
16,432
---------
$(138,304)
==========
$(136,921)
(1,383)
---------
$(138,304)
==========
$ (19.80)
==========
6,915
==========
$ 16,181
---------
16,181
---------
77,205
42,279
13,260
---------
132,744
---------
(116,563)
13,596
---------
$(102,967)
==========
$(101,937)
(1,030)
---------
$(102,967)
==========
$ (14.74)
==========
6,915
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,
SERIES 5
----
----
----
Revenues:
Distribution Income
Total Revenues
Expenses:
Asset Management Fee - General Partner
General and Administrative:
General Partner
Other
Amortization
Total Expenses
Loss Before Equity in Losses of Project Partnerships and Other Income
Equity in Income (Losses) of Project Partnerships
Gain on Sale of Project Partnerships
Interest Income
Net Income (Loss)
Allocation of Net Income (Loss):
Assignees
General Partners
Net Loss Per Beneficial Assignee
Certificate
Number of Beneficial Assignee Certificates Outstanding
$ 26,812
----------
26,812
----------
92,287
97,901
24,984
15,436
----------
230,608
----------
(203,796)
(5,528)
14,639
----------
$(194,685)
==========
(192,738)
(1,947)
----------
$(194,685)
==========
$ (22.37)
==========
8,616
==========
$ 22,819
----------
22,819
----------
92,722
77,443
30,180
25,784
----------
226,129
----------
(203,310)
(22,512)
17,032
----------
$(208,790)
==========
(206,702)
(2,088)
----------
$(208,790)
==========
$ (23.99)
==========
8,616
==========
$ 27,663
----------
27,663
----------
92,722
52,484
17,788
2,005
----------
164,999
----------
(137,336)
(21,348)
157,126
16,711
----------
$ 15,153
==========
(57,812)
72,965
----------
$ 15,153
==========
$ (6.71)
==========
8,616
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,
SERIES 6
----
----
----
Revenues:
Distribution Income
Total Revenues
Expenses:
Asset Management Fee - General Partner
General and Administrative:
General Partner
Other
Amortization
Impairment of Investment in Project Partnerships
Total Expenses
Loss Before Equity in Income (Losses) of Project Partnerships and Other Income
Equity in Income (Losses) of Project Partnerships
Gain on Sale of Project Partnerships
Interest Income
Net Loss
Allocation of Net Loss:
Assignees
General Partners
Net Loss Per Beneficial Assignee
Certificate
Number of Beneficial Assignee Certificates Outstanding
$ 29,678
----------
29,678
----------
101,242
103,495
28,470
44,929
103,003
----------
381,139
----------
(351,461)
(7,156)
25,949
----------
$(332,668)
==========
$(329,341)
(3,327)
----------
$(332,668)
==========
$ (32.59)
==========
10,105
==========
$ 26,354
----------
26,354
----------
101,592
81,777
26,202
39,001
343,241
----------
591,813
----------
(565,459)
(25,699)
224,074
24,826
----------
$(342,258)
==========
$(425,299)
83,041
----------
$(342,258)
==========
$ (42.09)
==========
10,105
==========
$ 32,039
----------
32,039
----------
104,509
55,400
17,799
6,106
----------
183,814
----------
(151,775)
(65,236)
18,302
----------
$(198,709)
==========
$(196,722)
(1,987)
----------
$(198,709)
==========
$ (19.47)
==========
10,105
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,
TOTAL SERIES 2 - 6
----
----
----
Revenues:
Distribution Income
Total Revenues
Expenses:
Asset Management Fee-General Partner
General and Administrative:
General Partner
Other
Amortization
Impairment of Investment in Project Partnerships
Total Expenses
Loss Before Equity in Income (Losses) of Project Partnerships and Other Income
Equity in Income (Losses) of Project Partnerships
Gain on Sale of Project Partnerships
Interest Income
Net Loss
Allocation of Net Loss:
Assignees
General Partners
$ 112,229
-----------
112,229
-----------
393,570
407,753
117,775
60,365
103,003
-----------
1,082,466
-----------
(970,237)
(12,194)
475,364
87,273
-----------
$ (419,794)
============
$ (527,561)
107,767
------------
$ (419,794)
============
$ 97,770
-----------
97,770
-----------
401,844
319,602
148,689
65,484
343,241
-----------
1,278,860
-----------
(1,181,090)
(80,303)
224,074
83,290
-----------
$ (954,029)
============
$(1,030,952)
76,923
------------
$ (954,029)
============
$ 108,602
-----------
108,602
-----------
404,762
215,768
71,493
8,808
-----------
700,831
-----------
(592,229)
(97,495)
157,126
70,908
-----------
$ (461,690)
============
$ (529,887)
68,197
------------
$ (461,690)
============
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS'EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
SERIES 2
Assignees
---------
General
Partners
--------
Total
-----
Balance at March 31, 2004
Net Loss
Balance at March 31, 2005
Net Loss
Balance at March 31, 2006
Net Loss
Balance at March 31, 2007
$ (30,215)
(96,545)
-----------
(126,760)
(154,835)
-----------
(281,595)
(117,936)
-----------
$ (399,531)
===========
$ (54,648)
(975)
-----------
(55,623)
(1,564)
-----------
(57,187)
(1,191)
-----------
$ (58,378)
===========
$ (84,863)
(97,520)
-----------
(182,383)
(156,399)
-----------
(338,782)
(119,127)
-----------
$ (457,909)
===========
STATEMENTS OF PARTNERS'EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
SERIES 3
Assignees
---------
General
Partners
--------
Total
-----
Balance at March 31, 2004
Net Loss
Balance at March 31, 2005
Net Loss
Balance at March 31, 2006
Net Income
Distributions
Balance at March 31, 2007
$ (23,909)
(76,871)
-----------
(100,780)
(107,195)
-----------
(207,975)
255,563
(412,845)
-----------
$ (365,257)
===========
$ (48,540)
(776)
-----------
(49,316)
(1,083)
-----------
(50,399)
50,399
-----------
$ 0
===========
$ (72,449)
(77,647)
-----------
(150,096)
(108,278)
-----------
(258,374)
305,962
(412,845)
-----------
$ (365,257)
===========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS'EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
SERIES 4
Assignees
---------
General
Partners
--------
Total
-----
Balance at March 31, 2004
Net Loss
Balance at March 31, 2005
Net Loss
Balance at March 31, 2006
Net Income (Loss)
Distributions
Balance at March 31, 2007
$ (15,109)
(101,937)
-----------
(117,046)
(136,921)
-----------
(253,967)
(143,109)
(62,744)
-----------
$ (459,820)
===========
$ (61,420)
(1,030)
----------
(62,450)
(1,383)
----------
(63,833)
63,833
-----------
$ 0
===========
$ (76,529)
(102,967)
-----------
(179,496)
(138,304)
-----------
(317,800)
(79,276)
(62,744)
-----------
$ (459,820)
===========
STATEMENTS OF PARTNERS'EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
SERIES 5
Assignees
---------
General
Partners
--------
Total
-----
Balance at March 31, 2004
Net Income (Loss)
Distributions
Balance at March 31, 2005
Net Loss
Balance at March 31, 2006
Net Loss
Balance at March 31, 2007
$ 338,798
(57,812)
(157,126)
-----------
123,860
(206,702)
-----------
(82,842)
(192,738)
-----------
$ (275,580)
===========
$ (72,965)
72,965
----------
(2,088)
----------
(2,088)
(1,947)
----------
$ (4,035)
==========
$ 265,833
15,153
(157,126)
-----------
123,860
(208,790)
-----------
(84,930)
(194,685)
-----------
$ (279,615)
===========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS'EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
SERIES 6
Assignees
---------
General
Partners
--------
Total
-----
Balance at March 31, 2004
Net Loss
Balance at March 31, 2005
Net Income (Loss)
Distributions
Balance at March 31, 2006
Net Loss
Balance at March 31, 2007
$ 848,257
(196,722)
------------
651,535
(425,299)
(224,074)
------------
2,162
(329,341)
------------
$ (327,179)
============
$ (81,054)
(1,987)
----------
(83,041)
83,041
----------
(3,327)
----------
$ (3,327)
==========
$ 767,203
(198,709)
-----------
568,494
(342,258)
(224,074)
-----------
2,162
(332,668)
-----------
$ (330,506)
===========
STATEMENTS OF PARTNERS'EQUITY (DEFICIT)
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
TOTAL SERIES 2 - 6
Assignees
---------
General
Partners
--------
Total
-----
Balance at March 31, 2004
Net Income (Loss)
Distributions
Balance at March 31, 2005
Net Income (Loss)
Distributions
Balance at March 31, 2006
Net Income (Loss)
Distributions
Balance at March 31, 2007
$ 1,117,822
(529,887)
(157,126)
------------
430,809
(1,030,952)
(224,074)
------------
(824,217)
(527,561)
(475,589)
------------
$(1,827,367)
============
$(318,627)
68,197
----------
(250,430)
76,923
----------
(173,507)
107,767
----------
$ (65,740)
==========
$ 799,195
(461,690)
(157,126)
-----------
180,379
(954,029)
(224,074)
-----------
(997,724)
(419,794)
(475,589)
-----------
$(1,893,107)
===========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
SERIES 2
--------
----
----
----
Cash Flows from Operating Activities:
Net Loss
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization
Accreted Interest Income on Investments in Securities
Accreted Discount on Investments in Securities
Equity in Losses of Project Partnerships
Distributions Included in Other Income
Changes in Operating Assets and Liabilities:
Increase in Interest Receivable
Increase in Payable to General Partners
(Decrease) Increase in Other Payable
Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
Distributions Received from Project Partnerships
Redemption of Investment in Securities
Investment in Securities
Net Cash (Used in) Provided by Investing Activities
(Decrease) Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning
of Year
Cash and Cash Equivalents at End of Year
$(119,127)
(509)
(15,209)
(2,120)
67,716
(8,030)
----------
(77,279)
----------
15,209
66,276
(125,011)
----------
(43,526)
----------
(120,805)
250,529
----------
$ 129,724
==========
$(156,399)
(4,927)
32,092
(7,263)
70,868
8,030
----------
(56,900)
----------
8,863
63,562
----------
72,425
----------
15,525
235,004
----------
$ 250,529
==========
$(97,520)
(9,361)
10,911
(13,438)
46,294
----------
(62,417)
----------
15,038
61,299
----------
76,337
----------
13,920
221,084
----------
$ 235,004
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
SERIES 3
-------
----
----
----
Cash Flows from Operating Activities:
Net Income (Loss)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
Accreted Interest Income on Investments in Securities
Accreted Discount on Investments in Securities
Equity in Income of Project Partnerships
Gain on Sale of Project Partnerships
Distributions Included In Other Income
Changes in Operating Assets and Liabilities:
Increase in Interest Receivable
Increase in Payable to General Partners
(Decrease) Increase in Other Payable
Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
Distributions Received from Project Partnerships
Proceeds from Sale of Project Partnerships
Redemption of Investment in Securities
Investment in Securities
Net Cash Provided by Investing Activities
Cash Flows from Financing Activities:
Distributions Paid to Limited Partners
Expenses Related to Sale of Project Partnerships
Net Cash Used in Financing Activities
Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning
of Year
Cash and Cash Equivalents at End of Year
Supplemental non-cash activities:
Increase in Distribution Payable
Distribution to Limited Partners
Increase in Receivable - Other
Proceeds from Sale of Project Partnership
$ 305,962
(509)
(490)
(412,624)
(20,439)
(2,120)
60,504
(7,300)
----------
(77,016)
----------
20,439
415,512
58,952
(125,011)
----------
369,892
----------
(99,572)
(2,548)
----------
(102,120)
----------
190,756
236,035
----------
$ 426,791
==========
$ 313,273
(313,273)
(44,000)
44,000
----------
$ 0
==========
$(108,278)
(4,382)
(22,861)
66,312
7,300
----------
(61,909)
----------
22,861
56,536
----------
79,397
----------
----------
----------
17,488
218,547
----------
$ 236,035
==========
$ 0
----------
$ 0
==========
$ (77,647)
(8,327)
(18,781)
62,576
----------
(42,179)
----------
18,781
54,526
----------
73,307
----------
----------
----------
31,128
187,419
----------
$ 218,547
==========
$ 0
----------
$ 0
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
SERIES 4
--------
----
----
----
Cash Flows from Operating Activities:
Net Income (Loss)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used in Operating Activities:
Accreted Interest Income on
Investments in Securities
Accreted Discount on Investments in Securities
Equity in Income of Project Partnerships
Gain on Sale of Project Partnerships
Distributions Included In Other Income
Changes in Operating Assets and Liabilities:
Increase in Interest Receivable
Increase in Payable to General Partners
(Decrease) Increase in Other Payable
Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
Distributions Received from Project Partnerships
Proceeds from Sale of Project Partnerships
Redemption of Investment in Securities
Investment in Securities
Net Cash (Used in) Provided by Investing Activities
Cash Flows from Financing Activities:
Expenses Related to Sale of Project Partnerships
Net Cash Used in Financing Activities
(Decrease) Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning
of Year
Cash and Cash Equivalents at End of Year
Supplemental non-cash activities:
Increase in Distribution Payable
Distribution to Limited Partners
Increase in Receivable - Other
Proceeds from Sale of Project Partnership
$ (79,276)
(713)
(62,740)
(20,091)
(2,972)
76,130
(8,030)
----------
(97,692)
----------
20,091
64,000
74,685
(175,212)
----------
(16,436)
----------
(1,560)
----------
(1,560)
----------
(115,688)
322,204
----------
$ 206,516
==========
$ 62,744
(62,744)
(84,500)
84,500
----------
$ 0
==========
$(138,304)
(5,552)
(18,473)
81,955
8,030
----------
(72,344)
----------
18,473
71,628
----------
90,101
----------
----------
----------
17,757
304,447
----------
$ 322,204
==========
$ 0
----------
$ 0
==========
$(102,967)
(10,549)
(16,173)
75,400
----------
(54,289)
----------
16,173
69,078
----------
85,251
----------
----------
-----------
30,962
273,485
----------
$ 304,447
==========
$ 0
----------
$ 0
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
SERIES 5
--------
----
----
----
Cash Flows from Operating Activities:
Net Loss
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization
Accreted Interest Income on Investments in Securities
Accreted Discount on Investments in Securities
Equity in Losses of Project Partnerships
Gain on Sale of Project Partnerships Distributions Included in Other Income
Changes in Operating Assets and Liabilities:
Increase in Interest Receivable
Decrease (Increase) in Receivable - Other
Increase in Payable to General Partners
(Decrease) Increase in Other Payable
Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
Distributions Received from Project Partnerships
Proceeds from Sale of Project Partnerships
Redemption of Investment in Securities
Investment in Securities
Net Cash Provided by Investing Activities
(Decrease) Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning
of Year
Cash and Cash Equivalents at End of Year
$(194,685)
15,436
(405)
5,528
(26,812)
(1,686)
93,100
(3,650)
----------
(112,262)
----------
32,075
93,086
(99,418)
----------
25,743
----------
(86,519)
262,439
----------
$ 175,920
==========
$(208,790)
25,784
(6,919)
22,512
(22,819)
(912)
97,702
2,950
----------
(90,492)
----------
25,298
89,273
----------
114,571
----------
24,079
238,360
----------
$ 262,439
==========
$ 15,153
2,005
(13,147)
21,348
(157,126)
(27,063)
(69,716)
----------
(227,846)
----------
30,934
86,098
----------
117,032
----------
(110,814)
349,174
----------
$ 238,360
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
SERIES 6
-------
----
----
----
Cash Flows from Operating Activities:
Net Loss
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization
Impairment of Investment in Project Partnerships
Accreted Interest Income on Investments in Securities
Accreted Discount on Investments in Securities
Equity in Losses of Project Partnerships
Gain on Sale of Project Partnerships
Distributions Included in Other Income
Changes in Operating Assets and Liabilities:
Increase in Interest Receivable
Decrease (Increase) in Receivable - Other
Increase in Payable to General Partners
(Decrease) Increase in Other Payable
Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
Distributions Received from Project Partnerships
Proceeds from Sale of Project Partnerships
Redemption of Investment in Securities
Investment in Securities
Net Cash (Used in) Provided by Investing Activities
Cash Flows from Financing Activities:
Distributions Paid to Limited Partners
Expenses Related to Sale of Project Partnerships
Net Cash Used in Financing Activities
(Decrease) Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning
of Year
Cash and Cash Equivalents at End of Year
$(332,668)
44,929
103,003
(4,630)
(1,117)
7,156
(29,678)
(4,659)
101,582
----------
(116,082)
----------
38,096
83,000
(274,630)
----------
(153,534)
----------
----------
----------
(269,616)
463,580
----------
$ 193,964
==========
$(342,258)
39,001
343,241
(9,931)
25,699
(224,074)
(26,354)
106,984
(500)
----------
(87,492)
----------
27,275
225,574
79,000
----------
331,849
----------
(224,028)
(1,500)
----------
(225,528)
----------
18,829
444,751
----------
$ 463,580
==========
$(198,709)
6,106
(14,483)
65,236
(32,039)
(700)
104,268
----------
(69,821)
----------
38,038
74,999
----------
113,037
----------
----------
----------
43,216
401,535
----------
$ 444,751
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 2007, 2006 AND 2005
TOTAL SERIES 2 - 6
------------------
----
----
----
Cash Flows from Operating Activities:
Net Loss
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Amortization
Impairment of Investment in Project Partnerships
Accreted Interest Income on Investments in Securities
Accreted Discount on Investments in Securities
Equity in Losses of Project Partnerships
Gain on Sale of Project Partnerships
Distributions Included in Other Income
Changes in Operating Assets and Liabilities:
Increase in Interest Receivable
Increase in Receivable - Other
Increase in Payable to General Partners
(Decrease) Increase in Other Payable
Net Cash Used in Operating Activities
Cash Flows from Investing Activities:
Distributions Received from Project Partnerships
Proceeds from Sale of Project Partnerships
Redemption of Investment in Securities
Investment in Securities
Net Cash Provided by Investing Activities
Cash Flows from Financing Activities:
Distributions Paid to Limited Partners
Expenses Related to Sale of Project Partnerships
Net Cash Used in Financing Activities
(Decrease) Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning
of Year
Cash and Cash Equivalents at End of Year
Supplemental non-cash activities:
Increase in Distribution Payable
Distribution to Limited Partners
$(419,794)
60,365
103,003
(4,630)
(3,253)
12,194
(475,364)
(112,229)
(13,557)
(127,588)
399,032
(27,010)
-----------
(608,831)
-----------
125,910
608,012
375,999
(799,282)
-----------
310,639
-----------
(99,572)
(4,108)
-----------
(103,680)
-----------
(401,872)
1,534,787
-----------
$1,132,915
===========
$ 376,017
(376,017)
----------
$ 0
==========
$(954,029)
65,484
343,241
(31,711)
80,303
(224,074)
(97,770)
(212)
423,821
25,810
-----------
(369,137)
-----------
102,770
225,574
359,999
-----------
688,343
-----------
(224,028)
(1,500)
-----------
(225,528)
-----------
93,678
1,441,109
-----------
$1,534,787
===========
$ 0
----------
$ 0
==========
$(461,690)
8,808
(55,867)
97,495
(157,126)
(107,494)
(700)
218,822
1,200
-----------
(456,552)
-----------
118,964
346,000
-----------
464,964
-----------
-----------
-----------
8,412
1,432,697
-----------
$ 1,441,109
===========
$ 0
----------
$ 0
==========
See accompanying notes to financial statements.
GATEWAY TAX CREDIT FUND II LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2007, 2006 AND 2005
NOTE 1 - ORGANIZATION:
Gateway Tax Credit Fund II Ltd. ("Gateway"), a Florida Limited Partnership, was formed September 12, 1989, under the laws of Florida. Operations commenced on September 14, 1990 for Series 2, September 28, 1990 for Series 3, February 1, 1991 for Series 4, July 1, 1991 for Series 5 and January 1, 1992 for Series 6. Each Series has invested, as a limited partner, in other limited partnerships ("Project Partnerships") each of which owns and operates one or more 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, 2007, Gateway had received capital contributions of $1,000 from the General Partners and $37,228,000 from Beneficial Assignee Certificate investors (the "Assignees"). The fiscal year of Gateway for reporting purposes ends on March 31.
Pursuant to the Securities Act of 1933, Gateway filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective September 12, 1989, which covered the offering (the "Public Offering") of Gateway's Beneficial Assignee Certificates ("BACs") representing assignments of units for the beneficial interest of the limited partnership interest of the Assignor Limited Partner. The Assignor Limited Partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business.
Raymond James Partners, Inc. and Raymond James Tax Credit Funds, Inc., wholly-owned subsidiaries of Raymond James Financial, Inc., are the General Partner and the Managing General Partner, respectively.
Gateway offered BACs in five series. BACs in the amounts of $6,136,000, $5,456,000, $6,915,000, $8,616,000 and $10,105,000 for Series 2, 3, 4, 5 and 6, respectively had been issued as of March 31, 2007. Each Series is treated as a separate partnership, investing in a separate and distinct pool of Project Partnerships. Net proceeds from each Series are used to acquire Project Partnerships which are specifically allocated to such Series. Income or loss and all tax items from the Project Partnerships acquired by each Series are specifically allocated among the Assignees of such Series.
Operating profits and losses, cash distributions from operations and Tax Credits are allocated 99% to the Assignees and 1% to the General Partners. Profit or loss and cash distributions from sales of properties are allocated as formulated in the Agreement.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
Gateway utilizes the accrual basis of accounting whereby revenues are recognized when earned and expenses are recognized when obligations are incurred.
Gateway accounts for its investments as the limited partner in Project Partnerships ("Investments in Project Partnerships"), using the equity method of accounting, because management believes that Gateway does not have a majority control of the major operating and financial policies of the Project Partnerships in which it invests, and reports the equity in losses of the Project Partnerships on a 3-month lag in the Statements of Operations. Under the equity method, the Investments in Project Partnerships initially include:
1) Gateway's capital contribution,
2) Acquisition fees paid to the General Partner for services rendered in selecting
properties for acquisition, and
3) Acquisition expenses including legal fees, travel and other miscellaneous costs
relating to acquiring properties.
Quarterly the Investments in Project Partnerships are increased or decreased as follows:
1) Increased for equity in income or decreased for equity in losses of the Project
Partnerships,
2) Decreased for cash distributions received from the Project Partnerships, and
3) Decreased for the amortization of the acquisition fees and expenses.
For the fiscal year ended March 31, 2006, Gateway changed the period over which the intangible acquisition fees and expenses are amortized. In all prior years, the period in which such intangible assets had been amortized was 35 years. In the fiscal year ended March 31, 2006, this amortization period was changed to 15 years to better approximate the period over which the benefits of these investments are realized. As a result of this change in estimate, an additional amortization expense of $23,779 for Series 5 and $33,465 for Series 6, or a total of $57,244 for all Series of Gateway, was recognized during the year-ended March 31, 2006, as compared to the amortization expense amount which would have been realized had the estimated amortization period not changed during the year. The amortization expense is shown on the Statements of Operations.
Pursuant to the limited partnership agreements for the Project Partnerships, cash losses generated by the Project Partnerships are allocated to the general partners of those partnerships. In subsequent years, cash profits, if any, are first allocated to the general partners to the extent of the allocation of prior years'cash losses.
Since Gateway invests as a limited partner, and therefore is not obligated to fund losses or make additional capital contributions, it does not recognize losses from individual Project Partnerships to the extent that these losses would reduce the investment in those Project Partnerships below zero. The suspended losses will be used to offset future income from the individual Project Partnerships. 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. For the fiscal years ended March 31, 2007 and 2006, impairment expense was recognized in the Statement of Operations in Series 6 in the total amount of $103,003 and $343,241, respectively. There was no impairment expense in fiscal year 2005. Refer to Note 5 - Investment in Project Partnerships for further details regarding the components of the Investment in Project Partnership balance.
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. However, Gateway does not guarantee any of the mortgages or other debt of the Project Partnerships. No such funding to Project Partnership's occurred during fiscal year 2007, 2006 or 2005.
Variable Interest Entities
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN46"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" which was subsequently revised in December, 2003. Gateway has adopted FIN 46 and applied its requirements to all Project Partnerships in which Gateway held 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. The primary beneficiary, as is applicable to Gateway's circumstances, is the party in the Project Partnership equity group that is most closely associated with the Project Partnership.
Gateway holds variable interests in 134 VIEs, which consist of Project Partnerships, of which Gateway is not the primary beneficiary. Two of Gateway's Project Partnership investments were determined not to be VIEs. Gateway's maximum exposure to loss as a result of its involvement with unconsolidated VIEs is limited to Gateway's recorded investments in and receivables from those VIEs, which is approximately $334,182 at March 31, 2007. 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.
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.
Concentration of Credit Risk
Financial instruments which potentially subject Gateway to concentrations of credit risk consist of cash investments in a money market mutual fund whose investment advisor is a wholly-owned subsidiary of Raymond James Financial, Inc.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates that affect certain reported amounts and disclosures. These estimates are based on management's knowledge and experience. Accordingly, actual results could differ from these estimates.
Investment in Securities
Gateway applies Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities ("FAS 115"). Under FAS 115, Gateway is required to categorize its debt securities as held-to-maturity, available-for-sale or trading securities, dependent upon Gateway's intent in holding the securities. Gateway's intent is to hold all of its debt securities (U.S. Government Security Strips and U.S. Treasury Notes) until maturity and to use these assets to fund Gateway's ongoing operations. The U.S. Treasury Notes 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. Interest income is recognized ratably on the U.S. Government Strips using the effective yield to maturity. As of March 31, 2007, Investment in Securities on the Balance Sheet consisted entirely of U.S. Treasury Notes.
Income Taxes
No provision for income taxes has been made in these financial statements, as income taxes are a liability of the partners rather than of Gateway.
Reclassifications
For comparability, certain prior year amounts have been reclassified, where appropriate, to conform with the financial statement presentation used in 2007.
NOTE 3 - INVESTMENT IN SECURITIES:
The March 31, 2007 Balance Sheet includes Investment in Securities consisting of U.S. Treasury Notes which represents their cost, plus accreted interest income and discounts of $2,969 for Series 2, $2,969 for Series 3, $3,685 for Series 4, $2,091 for Series 5 and $5,776 for Series 6. The Investment in Securities are commonly held in a brokerage account maintained at Raymond James and Associates, Inc., an affiliate of the General Partners. A separate accounting is maintained for each series'share of the investments.
Estimated Market
Value
----------------
Cost Plus Accreted
Interest and
Discounts
-----------------
Gross Unrealized
Gains and (Losses)
------------------
Series 2
$ 126,549
$ 127,640
$ (1,091)
Series 3
126,549
127,640
(1,091)
Series 4
177,368
178,897
(1,529)
Series 5
100,641
101,509
(868)
Series 6
278,010
280,406
(2,396)
As of March 31, 2007, the cost plus accreted interest and discounts of debt securities by contractual
maturities is as follows:
Series 2
--------
Series 3
--------
Series 4
--------
Due within 1 year
$ 127,640
$ 127,640
$ 178,897
After 1 year through 5 years
---------
---------
---------
Total Amount Carried on Balance Sheet
$ 127,640
=========
$ 127,640
=========
$ 178,897
=========
Series 5
--------
Series 6
--------
Total
--------
Due within 1 year
$ 101,509
$ 280,406
$ 816,092
After 1 year through 5 years
----------
----------
----------
Total Amount Carried on Balance Sheet
$ 101,509
==========
$ 280,406
==========
$ 816,092
==========
NOTE 4 - RELATED PARTY TRANSACTIONS:
The Payable to General Partners primarily represents the asset management fees owed to the General Partners at the end of the period. It is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing. Within the next 12 months, the Managing General Partner does not intend to demand payment on the portion of Asset Management Fees payable classified as long-term on the Balance Sheet.
For the years ended March 31, 2007, 2006 and 2005 the General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses incurred by Gateway as follows:
Asset Management Fee - The Managing General Partner is entitled to be paid an annual asset management fee equal to 0.25% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships. The asset management fee will be paid only after all other expenses of Gateway have been paid. These fees are included in the Statements of Operations.
----
----
----
Series 2
$ 67,315
$ 67,609
$ 67,609
Series 3
58,055
62,716
62,717
Series 4
74,671
77,205
77,205
Series 5
92,287
92,722
92,722
Series 6
101,242
---------
101,592
---------
104,509
---------
Total
$ 393,570
=========
$ 401,844
=========
$ 404,762
=========
General and Administrative Expenses - The Managing General Partner is reimbursed for general and administrative expenses of Gateway on an accountable basis. This expense is included in the Statements
of Operations.
----
----
----
Series 2
$ 61,537
$ 47,681
$ 32,074
Series 3
63,702
49,848
33,531
Series 4
81,118
62,853
42,279
Series 5
97,901
77,443
52,484
Series 6
103,495
--------
81,777
--------
55,400
--------
Total
$407,753
$319,602
$215,768
========
========
========
Total unpaid asset management fees and administrative expenses payable to the General Partners,
which are included on the Balance Sheet as of March 31, 2007 and 2006 are as follows.
March 31, 2007
--------------
March 31, 2006
--------------
Series 2
$ 715,273
$ 647,557
Series 3
606,565
546,061
Series 4
782,789
706,659
Series 5
682,447
589,347
Series 6
1,013,609
-----------
912,027
-----------
Total
$3,800,683
===========
$3,401,651
===========
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS:
SERIES 2
As of March 31, 2007, the Partnership had acquired a 99% interest in the profits, losses and Tax Credits as a limited partner in 22 Project Partnerships which own and operate government assisted multi-family housing complexes. Cash flows from operations are allocated according to each Partnership agreement. Upon dissolution, proceeds will be distributed according to each Partnership agreement.
The following is a summary of Investments in Project Partnerships as of:
MARCH 31, 2007
--------------
MARCH 31, 2006
--------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets acquired:
Acquisition fees and expenses
Accumulated amortization of acquisition fees and expenses
Investments in Project Partnerships
$ 4,524,678
(4,742,761)
(87,605)
-----------
(305,688)
390,838
(85,150)
-----------
$ 0
===========
$ 4,524,678
(4,742,761)
(87,605)
-----------
(305,688)
390,838
(85,150)
-----------
$ 0
===========
(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $6,160,318 for the year ended March 31, 2007 and cumulative suspended losses of $5,632,737 for the year ended March 31, 2006 are not included.
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
SERIES 3
As of March 31, 2007, the Partnership had acquired a 99% interest in the profits, losses and Tax Credits as a limited partner in 17 Project Partnerships which own and operate government assisted multi-family housing complexes. Cash flows from operations are allocated according to each Partnership agreement. Upon dissolution, proceeds will be distributed according to each Partnership agreement.
The following is a summary of Investments in Project Partnerships as of:
MARCH 31, 2007
--------------
MARCH 31, 2006
--------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets acquired:
Acquisition fees and expenses
Accumulated amortization of acquisition fees and expenses
Investments in Project Partnerships
$ 2,866,874
(3,060,820)
(116,035)
-----------
(309,981)
365,375
(55,394)
-----------
$ 0
============
$ 3,888,713
(4,133,478)
(164,417)
-----------
(409,182)
491,746
(82,564)
-----------
$ 0
============
(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $5,412,602 for the year ended March 31, 2007 and cumulative suspended losses of $6,446,347 for the year ended March 31, 2006 are not included.
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
SERIES 4
As of March 31, 2007, the Partnership had acquired a 99% interest in the profits, losses and Tax Credits as a limited partner in 25 Project Partnerships which own and operate government assisted multi-family housing complexes. Cash flows from operations are allocated according to each Partnership agreement. Upon dissolution, proceeds will be distributed according to each Partnership agreement.
The following is a summary of Investments in Project Partnerships as of:
MARCH 31, 2007
--------------
MARCH 31, 2006
--------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets acquired:
Acquisition fees and expenses
Accumulated amortization of acquisition fees and expenses
Investments in Project Partnerships
$ 4,273,215
(4,545,684)
(96,180)
-----------
(368,649)
466,220
(97,571)
-----------
$ 0
===========
$ 4,952,519
(5,268,905)
(124,819)
-----------
(441,205)
562,967
(121,762)
-----------
$ 0
===========
1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $5,924,461 for the year ended March 31, 2007 and cumulative suspended losses of $5,604,678 for the year ended March 31, 2006 are not included.
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
SERIES 5
As of March 31, 2007, the Partnership had acquired a 99% interest in the profits, losses and Tax Credits as a limited partner in 35 Project Partnerships which own and operate government assisted multi-family housing complexes. Cash flows from operations are allocated according to each Partnership agreement. Upon dissolution, proceeds will be distributed according to each Partnership agreement.
The following is a summary of Investments in Project Partnerships as of:
MARCH 31, 2007
--------------
MARCH 31, 2006
--------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets acquired:
Acquisition fees and expenses
Accumulated amortization of acquisition fees and expenses
Investments in Project Partnerships
$ 6,010,273
(6,132,734)
(204,351)
-----------
(326,812)
632,419
(180,204)
-----------
$ 125,403
============
$ 6,010,273
(6,127,206)
(199,089)
-----------
(316,022)
632,419
(164,767)
-----------
$ 151,630
============
(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $7,065,462 for the year ended March 31, 2007 and cumulative suspended losses of $6,332,840 for the year ended March 31, 2006 are not included.
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
SERIES 6
As of March 31, 2007, the Partnership had acquired a 99% interest in the profits, losses and Tax Credits
as a limited partner in 37 Project Partnerships which own and operate government assisted multi-family housing complexes. Cash flows from operations are allocated according to each Partnership agreement. Upon dissolution, proceeds will be distributed according to each Partnership agreement.
The following is a summary of Investments in Project Partnerships as of:
MARCH 31, 2007
--------------
MARCH 31, 2006
--------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships
Cumulative equity in losses of Project Partnerships (1)
Cumulative distributions received from Project Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets acquired:
Acquisition fees and expenses
Accumulated amortization of acquisition fees and expenses
Impairment of Investment in Project Partnerships
Investments in Project Partnerships
$ 7,250,034
(6,853,010)
(226,728)
-----------
170,296
768,912
(284,185)
(446,244)
-----------
$ 208,779
============
$ 7,250,034
(6,845,853)
(218,311)
-----------
185,870
768,912
(239,256)
(343,241)
-----------
$ 372,285
============
(1) In accordance with the Partnership's accounting policy to not carry Investments in Project Partnerships below zero, cumulative suspended losses of $4,856,648 for the year ended March 31, 2007 and cumulative suspended losses of $4,294,234 for the year ended March 31, 2006 are not included.
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
TOTAL SERIES 2 - 6
The following is a summary of Investments in Project Partnerships:
MARCH 31, 2007
--------------
MARCH 31, 2006
--------------
Capital Contributions to Project Partnerships and purchase price paid for limited partner interests in Project Partnerships
Cumulative equity in losses of Project Partnerships
Cumulative distributions received from Project Partnerships
Investment in Project Partnerships before Adjustment
Excess of investment cost over the underlying assets acquired:
Acquisition fees and expenses
Accumulated amortization of acquisition fees and expenses
Impairment of Investment in Project Partnerships
Investments in Project Partnerships
$ 24,925,074
(25,335,009)
(730,899)
-----------
(1,140,834)
2,623,764
(702,504)
(446,244)
-----------
$ 334,182
===========
$ 26,626,217
(27,118,203)
(794,241)
-----------
(1,286,227)
2,846,882
(693,499)
(343,241)
-----------
$ 523,915
===========
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series'Project Partnerships as of December 31 of each year:
As of December 31, 2006, the largest Project Partnership constituted 11.8% and 14.0%, and as of December 31, 2005 the largest Project Partnership constituted 12.2% and 14.0% of the combined total assets by series and combined total revenues by series, respectively.
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series'Project Partnerships as of December 31 of each year:
As of December 31, 2006, the largest Project Partnership constituted 13.0% and 5.8%, and as of December 31, 2005 the largest Project Partnership constituted 8.7% and 6.7% of the combined total assets by series and combined total revenues by series, respectively.
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series'Project Partnerships as of December 31 of each year:
As of December 31, 2006, the largest Project Partnership constituted 9.1% and 5.6%, and as of December 31, 2005 the largest Project Partnership constituted 7.8% and 5.8% of the combined total assets by series and combined total revenues by series, respectively.
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series'Project Partnerships as of December 31 of each year:
As of December 31, 2006, the largest Project Partnership constituted 8.7% and 6.4%, and as of December 31, 2005 the largest Project Partnership constituted 8.5% and 8.0% of the combined total assets by series and combined total revenues by series, respectively.
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with the Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series'Project Partnerships as of December 31 of each year:
As of December 31, 2006, the largest Project Partnership constituted 6.5% and 6.8%, and as of December 31, 2005 the largest Project Partnership constituted 6.6% and 6.9% of the combined total assets by series and combined total revenues by series, respectively.
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
In accordance with the Gateway's policy of presenting the financial information of the Project Partnerships on a three month lag, below is the summarized financial information for the Series'Project Partnerships as of
December 31 of each year:
NOTE 5 - INVESTMENTS IN PROJECT PARTNERSHIPS (continued):
Gateway's equity by Series as reflected by the Project Partnerships differs from the Investments in Project Partnerships before acquisition fees and expenses and amortization by Series primarily because of suspended losses on Gateway's books and differences in the accounting treatment of miscellaneous items.
By Series these differences are as follows:
Equity Per Project Partnership
------------------
Equity Per Gateway
------------------
Series 2
$(6,543,604)
$ (305,689)
Series 3
(6,019,771)
(309,983)
Series 4
(6,383,645)
(368,647)
Series 5
(7,456,075)
(326,813)
Series 6
(4,829,486)
170,297
Gateway at one time held investments in 148 Project Partnerships (22 in Series 2, 23 in Series 3, 29 in Series 4, 36 in Series 5, and 38 in Series 6). As of March 31, 2007, Gateway has sold its interest in 12 Project Partnerships (6 in Series 3, 4 in Series 4, 1 in Series 5 and 1 in Series 6). The transactions summaries for the Project Partnerships sold during the past three fiscal years are summarized below:
Fiscal Year 2007 Disposition Activity:
Series 3
In March 2007, Gateway sold its Project Partnership investment in Belmont Senior Apartments. In accordance with FASB No. 66 ("FASB No. 66") "Accounting for Sales of Real Estate," although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated net proceeds and gain on the sale of this investment is $43,850 which is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of Operations until the period that the proceeds are received. The entire balance of the net proceeds due from this sale were subsequently received and distributed to the Series 3 Assignees in the amount of $8.04 per beneficial assignee certificate during the first quarter of fiscal year 2008.
In January 2007, Gateway sold its Project Partnership investment in Southwood Apartments. Gateway received $42,652 in net proceeds ($7.82 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.
In January 2007, Gateway sold its Project Partnership investment in Plaza Senior Village Apartments. Gateway received $82,145 in net proceeds ($15.06 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.
In January 2007, Gateway sold its Project Partnership investment in Brubaker Square Apartments. Gateway received $115,009 in net proceeds ($21.08 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.
In January 2007, Gateway sold its Project Partnership investment in Villa Allegra Apartments. Gateway received $73,408 in net proceeds ($13.45 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 3 Assignees.
In November 2006, Gateway sold its Project Partnership investment in Birchwood Apartments. Gateway received $99,410 in net proceeds ($18.25 per beneficial assignee certificate) for the sale of the Project Partnership. Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. The net proceeds from this sale transaction were distributed to the Series 3 Assignees in December 2006.
Series 4
In March 2007, Gateway sold its Project Partnership investment in Edmonton Senior Apartments. In accordance with FASB No. 66, although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated net proceeds and gain on the sale of this investment is $38,350 which is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of Operations until the period that the proceeds are received. The entire balance of the net proceeds due from this sale were subsequently received and distributed in the amount of $5.55 per beneficial assignee certificate to the Series 4 Assignees during the first quarter of fiscal year 2008.
In March 2007, Gateway sold its Project Partnership investment in Owingsville Senior Apartments. In accordance with FASB No. 66, although the sale of this Project Partnership was consummated on or prior to March 31, 2007, the estimated net proceeds and gain on the sale of this investment is $45,850 which is being deferred on the Balance Sheet of Gateway as of March 31, 2007 and not recognized in the Statement of Operations until the period that the proceeds are received. The entire balance of the net proceeds due from this sale were subsequently received and distributed in the amount of $6.63 per beneficial assignee certificate to the Series 4 Assignees during the first quarter of fiscal year 2008.
In January 2007, Gateway sold its Project Partnership investment in Alsace Village Apartments. Gateway received $23,370 in net proceeds ($3.38 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 4 Assignees.
In January 2007, Gateway sold its Project Partnership investment in Greenbriar Apartments. Gateway received $39,370 in net proceeds ($5.69 per beneficial assignee certificate) for the sale of this Project Partnership. The net proceeds are a component of the Distribution Payable on the Balance Sheet as of March 31, 2007 and Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. Subsequent to the March 31, 2007 year-end, the net proceeds from this sale transaction were distributed to the Series 4 Assignees.
Fiscal Year 2006 Disposition Activity:
Series 6
In August 2005, Gateway sold its Project Partnership investment in Mountain Crest Apartments. Gateway received $224,074 in net proceeds ($22.17 per beneficial assignee certificate) for the sale of this Project Partnership. Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. The net proceeds from this sale transaction were distributed to the Series 6 Assignees in November 2005.
Fiscal Year 2005 Disposition Activity:
Series 5
In December 2004, Gateway sold its Project Partnership investment in Highland View Apartments. Gateway received $157,126 in net proceeds ($18.24 per beneficial assignee certificate) for the sale of this Project Partnership. Gateway recorded a gain in the amount of the net proceeds which is included as a component of the Gain on Sale of Project Partnerships on the Statement of Operations. The net proceeds from this sale transaction were distributed to the Series 5 Assignees in July 2005.
NOTE 6 - TAXABLE INCOME (LOSS):
The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:
SERIES 2
----
----
----
Net Loss per Financial Statements
$ (119,127)
$ (156,399)
$ (97,520)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes
(662,986)
(693,743)
(797,850)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end
(14,677)
19,019
1,376
Items Expensed for Financial Statement purposes not expensed for Tax purposes:
Asset Management Fee
Amortization Expense
Other Adjustments
67,438
(7,948)
-----------
67,448
(10,999)
-----------
53,428
(14,217)
-----------
Gateway loss for tax purposes as of December 31
$ (737,126)
============
$ (773,975)
============
$ (854,087)
============
December 31,
------------
December 31,
------------
December 31,
------------
Federal Low Income Housing Tax Credits (Unaudited)
$ 139
============
$ 892
============
$ 892
============
The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:
	9; Financial 	 Tax
Reporting 	9; Reporting
Purposes 	9; Purposes 	Differences
Investments in Local
Limited Partnerships $ 0 $(7,958,671) $ 7,958,671
Other Assets $ 257,364 $ 997,761 $ (740,397)
Liabilities $ 715,273 $ 6,718 $ 708,555
NOTE 6 - TAXABLE INCOME (LOSS) (Continued):
The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:
SERIES 3
----
----
----
Net Income (Loss) per Financial Statements
$ 305,962
$ (108,278)
$ (77,647)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes
(513,871)
(664,379)
(752,598)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end
(19,674)
16,892
2,140
Additional Loss on Sale of Project Partnerships for tax purposes
(32,068)
Items Expensed for Financial Statement purposes not expensed for Tax purposes:
Asset Management Fee
Amortization Expense
Other Adjustments
62,523
(14,245)
-----------
62,486
(24,829)
-----------
67,931
(20,866)
-----------
Gateway loss for tax purposes as of December 31
$ (211,373)
============
$ (718,108)
============
$ (780,911)
============
December 31,
------------
December 31,
------------
December 31,
------------
Federal Low Income Housing Tax Credits (Unaudited)
$ 0
============
$ 0
============
$ 0
============
The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:
	9; Financial 	 Tax
	9; Reporting 	 Reporting
Purposes 	 Purposes 	 Differences
Investments in Local
Limited Partnerships $ 0 $(7,034,773) $7,034,773
Other Assets $ 598,431 $ 897,499 $ (299,068)
Liabilities $ 963,688 $ 7,529 $ 956,159
NOTE 6 - TAXABLE INCOME (LOSS) (Continued):
The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:
SERIES 4
----
----
----
Net Loss per Financial Statements
$ (79,276)
$ (138,304)
$ (102,967)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes
(879,415)
(947,123)
(907,174)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end
(11,564)
15,734
(971)
Additional Loss on Sale of Project Partnerships for tax purposes
(62,740)
Items Expensed for Tax purposes not expensed for Financial Statement purposes:
Interest Income
Items Expensed for Financial Statement purposes not expensed for Tax purposes:
Asset Management Fee
Amortization Expense
Other Adjustments
76,999
(18,236)
-----------
77,022
(17,244)
-----------
79,874
(256)
(14,332)
-----------
Gateway loss for tax purposes as of December 31
$ (973,666)
============
$(1,009,915)
============
$ (945,826)
============
December 31,
------------
December 31,
------------
December 31,
------------
Federal Low Income Housing Tax Credits (Unaudited)
$ 0
============
$ 8,516
============
$ 1,484
============
The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:
	Financial 	Tax
	Reporting 	Reporting
Purposes 	Purposes 	Differences
Investments in Local
Limited Partnerships $ 0 $(9,075,286) $ 9,075,286
Other Assets $ 469,913 $ 1,162,123 $ (692,210)
Liabilities $ 929,733 $ 8,736 $ 920,997
NOTE 6 - TAXABLE INCOME (LOSS) (Continued):
The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:
SERIES 5
----
----
----
Net Loss per Financial Statements
$ (194,685)
$ (208,790)
$ 15,153
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes
(862,361)
(854,948)
(791,008)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end
(23,044)
44,499
(7,065)
Additional Loss on Sale of Project Partnership for tax purposes
(157,126)
Items Expensed for Tax purposes not expensed for Financial Statement purposes:
Administrative Expense
(57)
Items Expensed for Financial Statement purposes not expensed for Tax purposes:
Asset Management Fee
Amortization Expense
Other Adjustments
92,470
35,858
(25,866)
-----------
90,877
(26,566)
-----------
(58,836)
4,380
(46,206)
-----------
Gateway loss for tax purposes as of December 31
$ (977,685)
============
$ (954,843)
============
$(1,040,708)
============
December 31,
------------
December 31,
------------
December 31,
------------
Federal Low Income Housing Tax Credits (Unaudited)
$ 0
============
$ 0
============
$ 20,278
============
The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:
	Financial 	Tax
	Reporting 	Reporting
	Purposes 	Purposes 	Differences
Investments in Local
Limited Partnerships $ 125,403 $(9,023,411) $ 9,148,814
Other Assets $ 277,429 $ 1,327,715 $(1,050,286)
Liabilities $ 682,447 $ 10,678 $ 671,769
NOTE 6 - TAXABLE INCOME (LOSS) (Continued):
The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:
SERIES 6
----
----
----
Net Loss per Financial Statements
$ (332,668)
$ (342,258)
$ (198,709)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes
(800,074)
(815,335)
(849,870)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end
(255,313)
385,232
3,894
Additional Gain on Sale of Project Partnerships for tax purposes
188,930
Items Expensed for Tax purposes not expensed for Financial Statement purposes:
Administrative Expense
Interest Income
(46)
Items Expensed for Financial Statement purposes not expensed for Tax purposes:
Asset Management Fee
Amortization Expense
Impairment Expense
Other Adjustments
99,788
63,389
343,241
(32,725)
------------
103,448
3,954
(23,282)
------------
111,482
8,034
(36,754)
------------
Gateway loss for tax purposes as of December 31
$ (914,408)
============
$ (499,311)
============
$ (961,923)
============
December 31,
-----------
December 31,
-----------
December 31,
-----------
Federal Low Income Housing Tax Credits (Unaudited)
$ 0
============
$ 0
============
$ 38,926
============
The differences in the assets and liabilities of the Series for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:
	Financial 	Tax
	Reporting 	Reporting
Purposes 	Purposes 	 Differences
Investments in Local
Limited Partnerships $ 208,779 $(7,387,861) $ 7,596,640
Other Assets $ 474,370 $ 1,670,608 $(1,196,238)
Liabilities $1,013,655 $ 11,519 $ 1,002,136
NOTE 6 - TAXABLE INCOME (LOSS) (Continued):
The following is a reconciliation between Net Income (Loss) as described in the financial statements and the Gateway income (loss) for tax purposes:
TOTAL SERIES 2 - 6
----
----
----
Net Loss per Financial Statements
$ (419,794)
$ (954,029)
$ (461,690)
Equity in Losses of Project Partnerships for tax purposes less than (in excess of) losses for financial statement purposes
(3,718,707)
(3,975,528)
(4,098,500)
Adjustments to convert March 31, fiscal year end to December 31, taxable year end
(324,272)
481,376
(626)
Additional Gain (Loss) on Sale of Project Partnerships for tax purposes
(94,808)
188,930
(157,126)
Items Expensed for Tax purposes not expensed for Financial Statement purposes:
Administrative Expense
Interest Income
(103)
Items Expensed for Financial Statement purposes not expensed for Tax purposes:
Asset Management Fee
Amortization Expense
Impairment Expense
Other Adjustments
399,218
99,421
343,241
(99,020)
-----------
401,281
4,738
(102,920)
-----------
253,879
12,983
(132,375)
-----------
Gateway loss for tax purposes as of December 31
$(3,814,259)
============
$(3,956,152)
============
$(4,583,455)
============
The difference in the total value of Gateway's Investment in Project Partnerships is approximately $7,958,671 higher for Series 2, $7,034,773 higher for Series 3, $9,075,286 higher for Series 4, $9,148,814 higher for Series 5 and $7,596,640 higher for Series 6 for financial reporting purposes than for tax return purposes because (i) there were depreciation differences between financial reporting purposes and tax return purposes and (ii) certain expenses are not deductible for tax purposes.
The differences in the assets and liabilities of Gateway for financial reporting purposes and tax reporting purposes for the year ended March 31, 2007 are as follows:
	Financial 	9; Tax
	Reporting 	9; Reporting
	Purposes 	9; Purposes 	 Differences
Investments in Local
Limited Partnerships $ 334,182 $(40,480,001) $40,814,183
Other Assets $2,077,507 $ 6,055,706 $(3,978,199)
Liabilities $4,304,796 $ 45,180 $ 4,259,616
NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):
Series 2
Year 2007 Quarter 1	 Quarter 2 Quarter 3 Quarter 4
6/30/2006 9/30/2006 12/31/2006 3/31/2007
Total Revenues $ 2,556 $ 1,237 $ 1,600 $ 9,816
Net Income (Loss) $ (21,277) $ (43,720) $ (31,286) $ (22,844)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (3.43) $ (7.05) $ (5.05) $ (3.69)
Series 3
Year 2007 Quarter 1	 Quarter 2 Quarter 3 Quarter 4
6/30/2006 9/30/2006 12/31/2006 3/31/2007
Total Revenues $ 10,940 $ 874 $ 0 $ 8,625
Net Income (Loss) $ (17,860) $ (39,285) $ 66,370 $ 296,737
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (3.24) $ (7.13) $ 12.04 $ 45.17
Series 4
Year 2007 Quarter 1 Quarter 2 Quarter 3 Quarter 4
6/30/2006 9/30/2006 12/31/2006 3/31/2007
Total Revenues $ 5,977 $ 7,370 $ 0 $ 6,744
Net Income (Loss) $ (29,728) $ (41,536) $ (40,484) $ 32,472
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (4.26) $ (5.95) $ (5.80) $ (4.69)
Series 5
Year 2007 Quarter 1	 Quarter 2	 Quarter 3 Quarter 4
6/30/2006 9/30/2006 12/31/2006 3/31/2007
Total Revenues $ 12,500 $ 6,528 $ 1,654 $ 6,130
Net Income (Loss) $ (37,249) $ (55,517) $ (45,256) $ (56,663)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (4.28) $ (6.38) $ (5.20) $ (6.51)
Series 6
Year 2007 Quarter 1 Quarter 2 Quarter 3 Quarter 4
6/30/2006 9/30/2006 12/31/2006 3/31/2007
Total Revenues $ 13,373 $ 7,628 $ 3,740 $ 4,937
Net Income (Loss) $ (40,971) $ (49,935) $ (56,389) $(185,373)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (4.01) $ (4.89) $ (5.52) $ (18.17)
Series 2 - 6
Year 2007 Quarter 1 Quarter 2 Quarter 3 Quarter 4
6/30/2006 9/30/2006 12/31/2006 3/31/2007
Total Revenues $ 45,346 $ 23,637 $ 6,994 $ 36,252
Net Income (Loss) $(147,085) $(229,993) $(107,045) $ 64,329
NOTE 7 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued):
Series 2
Year 2006 Quarter 1	 Quarter 2 Quarter 3 Quarter 4
6/30/2005 9/30/2005 12/31/2005 3/31/2006
Total Revenues $ 2,250 $ 1,237 $ 1,221 $ 2,555
Net Income (Loss) $ (33,601) $ (39,394) $ (30,846) $ (52,558)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (5.42) $ (6.36) $ (4.98) $ (8.47)
Series 3
Year 2006 Quarter 1	 Quarter 2 Quarter 3 Quarter 4
6/30/2005 9/30/2005 12/31/2005 3/31/2006
Total Revenues $ 12,398 $ 4,618 $ 3,414 $ 2,431
Net Income (Loss) $ (14,283) $ (33,117) $ (24,237) $ (36,641)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (2.59) $ (6.01) $ (4.40) $ (6.65)
Series 4
Year 2006 Quarter 1 Quarter 2 Quarter 3 Quarter 4
6/30/2005 9/30/2005 12/31/2005 3/31/2006
Total Revenues $ 5,113 $ 7,587 $ 884 $ 4,889
Net Income (Loss) $ (26,707) $ (36,676) $ (33,089) $ (41,832)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (3.82) $ (5.25) $ (4.74) $ (5.99)
Series 5
Year 2006 Quarter 1	 Quarter 2	 Quarter 3 Quarter 4
6/30/2005 9/30/2005 12/31/2005 3/31/2006
Total Revenues $ 11,176 $ 4,805 $ 1,654 $ 5,184
Net Income (Loss) $ (31,297) $ (44,906) $ (43,496) $ (89,091)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (3.60) $ (5.16) $ (5.00) $ (10.23)
Series 6
Year 2006 Quarter 1 Quarter 2 Quarter 3 Quarter 4
6/30/2005 9/30/2005 12/31/2005 3/31/2006
Total Revenues $ 10,190 $ 4,677 $ 3,503 $ 7,984
Net Income (Loss) $ (36,442) $ (43,655) $ 172,237 $(434,398)
Earnings (Loss) Per
Weighted Average
Beneficial Assignee
Certificates Outstanding $ (3.57) $ (4.28) $ 8.75 $ (42.99)
Series 2 - 6
Year 2006 Quarter 1 Quarter 2 Quarter 3 Quarter 4
6/30/2005 9/30/2005 12/31/2005 3/31/2006
Total Revenues $ 41,127 $ 22,924 $ 10,676 $ 23,043
Net Income (Loss) $(142,330) $(197,748) $ 40,569 $(654,520)
NOTE 8 - SUBSEQUENT EVENTS:
Series 2
Subsequent to the March 31, 2007 year-end Gateway sold its Project Partnership investment in Rolling Oaks II Apartments. Gateway realized approximately $55,000 in net proceeds or approximately $8.96 per beneficial assignee certificate from this sale transaction which will be distributed to the Series 2 Assignees in the 2nd quarter of fiscal year 2008.
Donald W. Causey & Associates, P.C.
516 Walnut Street - P.O. Box 775
Gadsden, AL 35902
PHONE: 256-543-3707
FAX: 256-543-9800
INDEPENDENT AUDITORS'REPORT
--------------------------------
To the Partners
Meadowcrest Apartments Ltd.
Luverne, Alabama
We have audited the accompanying balance sheets of Meadowcrest Apartments, Ltd., a limited partnership, as of December 31, 2004 and 2003, and the related statements of operations, partners'deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted the 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 audit 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 the 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 Meadowcrest Apartments, Ltd., as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.
The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 and 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Donald W. Causey & Associates, P.C.
Certified Public Accountants
Gadsden, Alabama
February 27, 2005
Item 9.
Item 9. Changes in and disagreements with Accountants on Accounting and Financial
Disclosures.
None.
Item 9A.
Item 9A. Controls and Procedures
Within 90 days prior to the filing of this report, under the supervision and with the participation of Gateway's management, including the chief executive and chief financial officers of Gateway's Managing General Partner, an evaluation of the effectiveness of Gateway's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities and Exchange Act of 1934) was performed. Based on this evaluation, such officers have concluded that Gateway's disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to Gateway required to be included in this report and Gateway's other reports that it files or submits under the Securities Exchange Act of 1934. There were no significant changes in Gateway's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
Item 9a(T). Controls and Procedures
Not applicable to Gateway's annual report for fiscal year ended March 31, 2007.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of Gateway
Gateway has no directors or executive officers. Gateway's affairs are managed and controlled by the Managing General Partner. Certain information concerning the directors and officers of the Managing General Partner are set forth below.
Raymond James Tax Credit Funds, Inc. - Managing General Partner
Raymond James Tax Credit Funds, Inc. is the Managing General Partner and is responsible for decisions pertaining to the acquisition and sale of Gateway's interests in the Project Partnerships and other matters related to the business operations of Gateway. Certain officers and the directors of the Managing General Partner are as follows:
Ronald M. Diner, age 63, is President and a Director. He is a Senior Vice President of Raymond James & Associates, Inc., with whom he has been employed since June 1983. Mr. Diner received an MBA degree from Columbia University (1968) and a BS degree from Trinity College (1966). Prior to joining Raymond James & Associates, Inc., he managed the broker-dealer activities of Pittway Real Estate, Inc., a real estate development firm. He was previously a loan officer at Marine Midland Realty Credit Corp., and spent three years with Common, Dann & Co., a New York regional investment firm. He has served as a member of the Board of Directors of the Council for Rural Housing and Development, a national organization of developers, managers and syndicators of properties developed under the RECD Section 515 program, and is a member of the Board of Directors of the Florida Council for Rural Housing and Development. Mr. Diner has been a speaker and panel member at state and national seminars relating to the low-income housing credit.
J. Davenport Mosby III, age 51, 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 www.raymondjames.com/"> 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 58 and 59 of the Prospectus under the section captioned "Management" (consisting of pages 56 through 59 of the Prospectus) which is incorporated herein by reference.
Item 11.
Item 11. Executive Compensation
Gateway has no directors or officers.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Neither of the General Partners nor their directors and officers own any units of the outstanding securities of Gateway as of March 31, 2007.
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 15 to 18 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, 2007, 2006, and 2005.
The Payable to General Partners primarily represents the asset management fees owed to the General Partners at the end of the period. It is unsecured, due on demand and, in accordance with the limited partnership agreement, non-interest bearing. Within the next 12 months, the Managing General Partner does not intend to demand payment on the portion of Asset Management Fees payable classified as long-term on the Balance Sheet.
For the years ended March 31, 2007, 2006 and 2005 the General Partners and affiliates are entitled to compensation and reimbursement for costs and expenses incurred by Gateway as follows:
Asset Management Fee - The Managing General Partner is entitled to be paid an annual asset management fee equal to 0.25% of the aggregate cost of Gateway's interest in the projects owned by the Project Partnerships. The asset management fee will be paid only after all other expenses of Gateway have been paid. These fees are included in the Statements of Operations.
----
----
----
Series 2
$ 67,315
$ 67,609
$ 67,609
Series 3
58,055
62,716
62,717
Series 4
74,671
77,205
77,205
Series 5
92,287
92,722
92,722
Series 6
101,242
---------
101,592
---------
104,509
---------
Total
$ 393,570
=========
$ 401,844
=========
$ 404,762
=========
General and Administrative Expenses - The Managing General Partner is reimbursed for general and administrative expenses of Gateway on an accountable basis. This expense is included in the Statements of Operations.
----
----
----
Series 2
$ 61,537
$ 47,681
$ 32,074
Series 3
63,702
49,848
33,531
Series 4
81,118
62,853
42,279
Series 5
97,901
77,443
52,484
Series 6
103,495
---------
81,777
---------
55,400
---------
Total
$ 407,753
$ 319,602
$ 215,768
=========
=========
=========
Total unpaid asset management fees and administrative expenses payable to the General Partners, which are included on the Balance Sheet as of March 31, 2007 and 2006 are as follows:
March 31, 2007
--------------
March 31, 2006
--------------
Series 2
$ 715,273
$ 647,557
Series 3
606,565
546,061
Series 4
782,789
706,659
Series 5
682,447
589,347
Series 6
1,013,609
-----------
912,027
-----------
Total
$3,800,683
===========
$3,401,651
===========
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 and review of financial statements included in the Gateway's quarterly report on Form 10-Q was $50,000 and $40,000 for the years ended March 31, 2007 and 2006, respectively. The aggregate fees incurred by Gateway's former principal accuonting firm, Spence, Marston, Bunch, Morris and Co., totaled $2,000 for the year ended March 31, 2007 for services pertaining to prior years audit reports and $1,750 during fiscal year 2006 for review of certain quarterly reports on Form 10-Q.
Tax Fees
During fiscal 2007 and 2006, Spence, Marston, Bunch, Morris and Co. was engaged to prepare Gateway's federal tax return, for which they billed $9,000 and $7,000 for 2007 and 2006, respectively.
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 2007, 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 and Reports on Form 8-K
a.(1) Financial Statements
(2) Financial Statement Schedules -
Schedule III - Real Estate and Accumulated Depreciation of Property Owned by Project Partnerships
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. 33-31821 and incorporated herein by reference.)
4.1 The form of Partnership Agreement of the Partnership (included as Exhibit "A" to the Prospectus, File No. 33-31821, and incorporated herein by reference.)
23 The consent of Reznick Group, P.C. (Filed herewith.)
23 The consent of Spence, Marston, Bunch, Morris & Co. (Filed herewith.)
31.1 Certification required by Rule 15d-14(a).(Filed herewith.)
31.2 Certification required by Rule 15d-14(a).(Filed herewith.)
32 Certification required by Rule 15d-14(b).(Filed herewith.)
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 2
Apartment Properties
Partnership
-----------
Location
--------
# of Units
----------
Mortgage
Loan Balance
-------------
Claxton Elderly
Deerfield II
Hartwell Family
Cherrytree Apts.
Springwood Apts.
Lakeshore Apts.
Lewiston
Charleston
Sallisaw II
Pocola
Inverness Club
Pearson Elderly
Richland Elderly
Lake Park
Woodland Terrace
Mt. Vernon Elderly
Lakeland Elderly
Prairie Apartments
Sylacauga Heritage
Manchester Housing
Durango C.W.W.
Columbus Sr.
Claxton, GA
Douglas, GA
Hartwell, GA
Albion, PA
Westfield, NY
Tuskegee, AL
Lewiston, NY
Charleston, AR
Sallisaw, OK
Pocola, OK
Inverness, FL
Pearson, GA
Richland, GA
Lake Park, GA
Waynesboro, GA
Mt. Vernon, GA
Lakeland, GA
Eagle Butte, SD
Sylacauga, AL
Manchester, GA
Durango, CO
Columbus, KS
642,668
685,046
688,430
1,171,645
1,222,313
1,028,943
977,060
822,721
1,168,971
964,101
2,920,262
604,276
846,957
1,451,303
866,842
560,309
760,210
953,728
1,353,436
1,421,548
1,013,039
426,278
------------
$ 22,550,086
============
S
CHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 2
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 2
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 2
Apartment Properties
Partnership
-----------
Accumulated Depreciation
------------------------
Depreciable Life
----------------
Claxton Elderly
Deerfield II
Hartwell Family
Cherrytree Apts.
Springwood Apts.
Lakeshore Apts.
Lewiston
Charleston
Sallisaw II
Pocola
Inverness Club
Pearson Elderly
Richland Elderly
Lake Park
Woodland Terrace
Mt. Vernon Elderly
Lakeland Elderly
Prairie Apartments
Sylacauga Heritage
Manchester Housing
Durango C.W.W.
Columbus Sr.
458,423
490,069
502,073
579,280
664,438
548,401
486,589
703,532
960,847
728,188
1,874,969
420,042
556,884
960,642
571,649
372,885
504,626
603,947
743,932
937,815
520,173
320,413
5-27.5
5-27.5
5-27.5
5-27.5
5-40
5-40
5-40
5-25
5-25
5-27.5
5-27.5
5-30
5-30
5-30
5-30
5-30
5-30
5-40
5-40
5-30
5-40
5-27.5
-----------
$14,509,817
===========
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 3
Apartment Properties
Partnership
-----------
Location
--------
# of Units
----------
Mortgage
Loan Balance
-------------
Poteau II
Sallisaw
Nowata Properties
Waldron Properties
Roland II
Stilwell
Hornellsville
Sunchase II
CE McKinley II
Weston Apartments
Countrywood Apts.
Wildwood Apts.
Hancock
Hopkins
Elkhart Apts.
Heritage Villas
Logansport Seniors
Poteau, OK
Sallisaw, OK
Oolagah, OK
Waldron, AR
Roland, OK
Stilwell, OK
Arkport, NY
Watertown, SD
Rising Sun, MD
Weston, AL
Centreville, AL
Pineville, LA
Hawesville, KY
Madisonville, KY
Elkhart, TX
Helena, GA
Logansport, LA
1,262,905
1,282,190
837,803
623,604
1,279,965
1,161,938
871,568
1,176,774
551,354
266,943
1,166,581
829,462
342,931
710,649
1,078,853
662,032
1,118,560
------------
$15,224,112
============
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 3
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 3
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 3
Partnership
-----------
Accumulated Depreciation
------------------------
Depreciable Life
----------------
Poteau II
Sallisaw
Nowata Properties
Waldron Properties
Roland II
Stilwell
Hornellsville
Sunchase II
CE McKinley II
Weston Apartments
Countrywood Apts.
Wildwood Apts.
Hancock
Hopkins
Elkhart Apts.
Heritage Villas
Logansport Seniors
1,269,111
1,209,986
789,301
597,487
1,278,342
1,142,120
745,698
688,186
552,509
235,932
1,009,690
642,312
249,424
525,139
1,039,014
444,483
523,169
5-25
5-25
5-25
5-25
5-25
5-25
5-27.5
5-40
5-27.5
5-27.5
5-27.5
5-30
5-27.5
5-27.5
5-25
5-30
5-40
-----------
$12,941,903
===========
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 4
Apartment Properties
Partnership
-----------
Location
--------
# of Units
----------
Mortgage
Loan Balance
-------------
Seneca Apartments
Eudora Senior
Westville
Wellsville Senior
Stilwell II
Spring Hill Senior
Tarpon Heights
Oaks Apartments
Wynnwood Common
Chestnut Apartments
St. George
Williston
Brackettville Sr.
Sonora Seniors
Ozona Seniors
Fredericksburg Sr.
St. Joseph
Courtyard
Rural Development
Jasper Villas
Jonesville Manor
Norton Green
Timpson Seniors
Piedmont
S.F. Arkansas City
Seneca, MO
Eudora, KS
Westville, OK
Wellsville, KS
Stilwell, OK
Spring Hill, KS
Galliano, LA
Oakdale, LA
Fairchance, PA
Howard, SD
St. George, SC
Williston, SC
Brackettville, TX
Sonora, TX
Ozona, TX
Fredericksburg,TX
St. Joseph, IL
Huron, SD
Ashland, ME
Jasper, AR
Jonesville, VA
Norton, VA
Timpson, TX
Barnesville, GA
Arkansas City, KS
595,304
937,429
839,986
633,441
1,259,978
681,038
1,372,818
796,106
1,340,852
836,165
735,713
781,078
804,278
824,492
617,690
1,177,484
809,871
696,321
1,180,721
839,945
1,320,675
1,311,765
658,399
1,018,623
335,627
------------
$22,405,799
============
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 4
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 4
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 4
Apartment Properties
Partnership
-----------
Accumulated Depreciation
------------------------
Depreciable Life
----------------
Seneca Apartments
Eudora Senior
Westville
Wellsville Senior
Stilwell II
Spring Hill Senior
Tarpon Heights
Oaks Apartments
Wynnwood Common
Chestnut Apartments
St. George
Williston
Brackettville Sr.
Sonora Seniors
Ozona Seniors
Fredericksburg Sr.
St. Joseph
Courtyard
Rural Development
Jasper Villas
Jonesville Manor
Norton Green
Timpson Seniors
Piedmont
S.F. Arkansas City
482,149
717,244
637,120
460,362
966,190
647,577
697,720
522,580
690,067
492,323
570,360
577,841
374,633
389,006
283,335
534,879
565,659
497,981
851,412
457,025
985,499
1,026,842
333,713
560,942
234,664
5-27.5
5-27.5
5-27.5
5-25
5-27.5
5-25
5-40
5-40
5-40
5-40
5-27.5
5-27.5
5-40
5-40
5-40
5-40
5-27.5
5-27.5
5-27.5
5-40
5-27.5
5-27.5
5-40
5-27.5
5-27.5
-----------
$14,557,123
===========
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 5
Apartment Properties
Partnership
-----------
Location
--------
# of Units
----------
Mortgage
Loan Balance
-------------
Seymour
Effingham
S.F. Winfield
S.F.Medicine Lodge
S.F. Ottawa
S.F. Concordia
Carrollton Club
Scarlett Oaks
Brooks Hill
Greensboro
Greensboro II
Pine Terrace
Shellman
Blackshear
Crisp Properties
Crawford
Yorkshire
Woodcrest
Fox Ridge
Redmont II
Clayton
Alma
Pemberton Village
Magic Circle
Spring Hill
Menard Retirement
Wallis Housing
Zapata Housing
Mill Creek
Portland II
Georgetown
Cloverdale
S. Timber Ridge
Pineville
Ravenwood
Seymour, IN
Effingham, IL
Winfield, KS
Medicine Lodge,KS
Ottawa, KS
Concordia, KS
Carrollton, GA
Lexington, SC
Ellijay, GA
Greensboro, GA
Greensboro, GA
Wrightsville, GA
Shellman, GA
Cordele, GA
Cordele, GA
Crawford, GA
Wagoner, OK
South Boston, VA
Russellville, AL
Red Bay, AL
Clayton, OK
Alma, AR
Hiawatha, KS
Eureka, KS
Spring Hill, KS
Menard, TX
Wallis, TX
Zapata, TX
Grove, OK
Portland, IN
Georgetown, OH
Chandler, TX
Cloverdale, IN
Pineville, MO
Americus, GA
1,208,960
786,073
327,812
446,851
562,545
548,664
2,615,056
1,357,065
1,428,626
714,573
878,253
710,115
721,748
1,290,416
910,271
727,680
2,035,490
1,239,859
720,474
680,279
653,073
717,627
624,409
640,033
1,101,039
614,238
383,337
955,915
1,400,753
569,662
724,248
741,553
1,041,693
312,642
708,808
------------
$31,099,840
============
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 5
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 5
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 5
Partnership
-----------
Accumulated Depreciation
------------------------
Depreciable Life
----------------
Seymour
Effingham
S.F. Winfield
S.F.Medicine Lodge
S.F. Ottawa
S.F. Concordia
Carrollton Club
Scarlett Oaks
Brooks Hill
Greensboro
Greensboro II
Pine Terrace
Shellman
Blackshear
Crisp Properties
Crawford
Yorkshire
Woodcrest
Fox Ridge
Redmont II
Clayton
Alma
Pemberton Village
Magic Circle
Spring Hill
Menard Retirement
Wallis Housing
Zapata Housing
Mill Creek
Portland II
Georgetown
Cloverdale
S. Timber Ridge
Pineville
Ravenwood
849,073
543,560
229,861
297,309
418,757
399,101
1,565,986
839,647
872,160
420,069
529,269
452,758
458,931
770,896
553,172
451,808
851,765
577,534
294,508
285,315
476,064
571,700
438,270
450,052
839,876
230,712
299,902
441,762
1,043,730
372,047
418,687
573,076
789,778
245,206
339,788
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-30
5-30
5-30
5-30
5-30
5-30
5-30
5-50
5-40
5-50
5-50
5-27.5
5-25
5-27.5
5-27.5
5-25
5-30
5-30
5-27.5
5-25
5-27.5
5-50
5-27.5
5-25
5-27.5
5-27.5
-----------
$19,192,129
===========
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 6
Apartment Properties
Partnership
-----------
Location
--------
# of Units
----------
Mortgage
Loan Balance
-------------
Spruce
Shannon Apartments
Carthage
Coal City
Blacksburg Terrace
Frazier
Ehrhardt
Sinton
Frankston
Flagler Beach
Oak Ridge
Monett
Arma
Southwest City
Meadowcrest
Parsons
Newport Village
Goodwater Falls
Northfield Station
Pleasant Hill Square
Winter Park
Cornell
Heritage Drive S.
Brodhead
Mt. Village
Hazelhurst
Sunrise
Stony Creek
Logan Place
Haines
Maple Wood
Summerhill
Dorchester
Lancaster
Autumn Village
Hardy
Dawson
Pierre, SD
O'Neill, NE
Carthage, MO
Coal City, IL
Blacksburg, SC
Smyrna, DE
Ehrhardt, SC
Sinton, TX
Frankston, TX
Flagler Beach, FL
Williamsburg, KY
Monett, MO
Arma, KS
Southwest City, MO
Luverne, AL
Parsons, KS
Newport, TN
Jenkins, KY
Corbin, KY
Somerset, KY
Mitchell, SD
Watertown, SD
Jacksonville, TX
Brodhead, KY
Mt. Vernon, KY
Hazlehurst, MS
Yankton, SD
Hooversville, PA
Logan, OH
Haines, AK
Barbourville, KY
Gassville, AR
St. George, SC
Mountain View, AR
Harrison, AR
Hardy, AR
Dawson, GA
895,639
524,129
557,262
956,195
1,061,228
1,440,715
548,717
831,957
549,052
1,375,503
794,786
770,981
703,434
311,685
984,894
1,230,818
1,271,276
1,067,565
781,074
762,826
980,840
851,801
961,118
769,501
767,537
939,949
1,137,508
1,313,314
1,227,319
2,335,876
778,941
1,167,891
453,569
1,066,724
112,696
272,603
1,160,429
------------
$33,717,352
============
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 6
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 6
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
SERIES 6
Partnership
-----------
Accumulated Depreciation
------------------------
Depreciable Life
----------------
Spruce
Shannon Apartments
Carthage
Coal City
Blacksburg Terrace
Frazier
Ehrhardt
Sinton
Frankston
Flagler Beach
Oak Ridge
Monett
Arma
Southwest City
Meadowcrest
Parsons
Newport Village
Goodwater Falls
Northfield Station
Pleasant Hill Square
Winter Park
Cornell
Heritage Drive S.
Brodhead
Mt. Village
Hazelhurst
Sunrise
Stony Creek
Logan Place
Haines
Maple Wood
Summerhill
Dorchester
Lancaster
Autumn Village
Hardy
Dawson
505,609
270,139
464,781
522,742
781,085
946,877
368,322
319,231
201,594
603,132
543,048
585,312
541,583
247,211
461,351
872,507
891,255
536,390
375,895
359,476
566,719
437,100
688,100
356,393
341,545
383,205
728,796
594,626
686,179
1,554,156
525,016
450,681
282,340
545,113
234,279
345,761
479,428
5-30
5-40
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-50
5-30
5-40
5-27.5
5-27.5
5-27.5
5-27.5
5-40
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-40
5-40
5-25
5-40
5-50
5-40
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-27.5
5-40
5-40
5-40
5-40
-----------
$19,596,977
===========
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Reconciliation of Land, Building & Improvements current year changes:
SERIES 2
Balance at beginning of period - December 31, 2005
Additions during period:
Acquisitions through foreclosure
Other acquisitions
Improvements, etc.
Other
Deductions during period:
Cost of real estate sold
Other
48,934
22,533
---------
---------
$28,618,751
71,467
---------
Balance at end of period - December 31, 2006
$28,690,218
============
Reconciliation of Accumulated Depreciation current year changes:
Balance at beginning of period - December 31, 2005
Current year expense
Less Accumulated Depreciation of real estate sold
Prior Year Adjustment
886,431
---------
$13,623,386
886,431
----------
Balance at end of period - December 31, 2006
$ 14,509,817
===========
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Reconciliation of Land, Building & Improvements current year changes:
SERIES 3
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Reconciliation of Land, Building & Improvements current year changes:
SERIES 4
Balance at beginning of period - December 31, 2005
Additions during period:
Acquisitions through foreclosure
Other acquisitions
Improvements, etc.
Other
Deductions during period:
Cost of real estate sold
Other
216,078
(32,540)
---------
(4,533,671)
(131,410)
---------
$34,610,262
183,538
(4,665,081)
-----------
Balance at end of period - December 31, 2006
$30,128,719
=============
Reconciliation of Accumulated Depreciation current year changes:
Balance at beginning of period - December 31, 2005
Current year expense
Less Accumulated Depreciation of real estate sold
Prior Year Adjustment
1,043,927
(1,796,739)
(131,410)
---------
$ 15,441,345
(884,222)
----------
Balance at end of period - December 31, 2006
$14,557,123
===========
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Reconciliation of Land, Building & Improvements current year changes:
SERIES 5
Balance at beginning of period - December 31, 2005
Additions during period:
Acquisitions through foreclosure
Other acquisitions
Improvements, etc.
Other
Deductions during period:
Cost of real estate sold
Other
61,854
1,050
---------
---------
$39,627,850
62,904
---------
Balance at end of period - December 31, 2006
$39,690,754
============
Reconciliation of Accumulated Depreciation current year changes:
Balance at beginning of period - December 31, 2005
Current year expense
Less Accumulated Depreciation of real estate sold
Prior Year Adjustment
1,220,039
48,543
--------
$17,923,547
1,268,582
----------
Balance at end of period December 31, 2006
$19,192,129
============
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY OWNED BY PROJECT PARTNERSHIPS INVESTED IN
AS OF DECEMBER 31, 2006
GATEWAY TAX CREDIT FUND II LTD.
NOTES TO SCHEDULE III
Reconciliation of Land, Building & Improvements current year changes:
SERIES 6
Balance at beginning of period - December 31, 2005
Additions during period:
Acquisitions through foreclosure
Other acquisitions
Improvements, etc.
Other
Deductions during period:
Cost of real estate sold (Mt.Crest)
Other
749,565
13,194
---------
---------
$43,703,957
762,759
----------
Balance at end of period - December 31, 2006
$44,466,716
============
Reconciliation of Accumulated Depreciation current year changes:
Balance at beginning of period - December 31, 2005
Current year expense
Less Accumulated Depreciation of real estate sold
Prior Year Adjustment
1,303,793
(67,448)
----------
$18,360,632
1,236,345
----------
Balance at end of period - December 31, 2006
$19,596,977
============
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006
SERIES 2
PARTNERSHIP
-----------
# OF
UNITS
------
BALANCE
-------
INTEREST
RATE
--------
MONTHLY
DEBT
SERVICE
--------
TERM
(YEARS)
------
Claxton Elderly
Deerfield II
Hartwell Family
Cherrytree Apts.
Springwood Apts.
Lakeshore Apts.
Lewiston
Charleston
Sallisaw II
Pocola
Inverness Club
Pearson Elderly
Richland Elderly
Lake Park
Woodland Terrace
Mt. Vernon Elderly
Lakeland Elderly
Prairie Apartments
Sylacauga Heritage
Manchester Housing
Durango C.W.W.
Columbus Sr.
642,668
685,046
688,430
1,171,645
1,222,313
1,028,943
977,060
822,721
1,168,971
964,101
2,920,262
604,276
846,957
1,451,303
866,842
560,309
760,210
953,728
1,353,436
1,421,548
1,013,039
426,278
8.75%
8.75%
8.75%
8.75%
8.75%
8.75%
9.00%
8.75%
8.75%
8.75%
8.75%
9.00%
8.75%
9.00%
8.75%
8.75%
8.75%
9.00%
8.75%
8.75%
9.00%
8.25%
5,883
6,284
5,307
9,011
9,218
7,905
7,720
6,333
8,980
7,407
27,905
4,926
6,517
11,466
6,666
4,309
5,882
7,515
10,536
10,958
7,739
3,102
$22,550,086
===========
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006
SERIES 3
PARTNERSHIP
-----------
# OF
UNITS
------
BALANCE
--------
INTEREST
RATE
-------
MONTHLY
DEBT
SERVICE
-------
TERM
(YEARS)
------
Poteau II
Sallisaw
Nowata Properties
Waldron Properties
Roland II
Stilwell
Hornellsville
Sunchase II
CE McKinley II
Weston Apartments
Countrywood Apts.
Wildwood Apts.
Hancock
Hopkins
Elkhart Apts.
Heritage Villas
Logansport Seniors
1,262,905
1,282,190
837,803
623,604
1,279,965
1,161,938
871,568
1,176,774
551,354
266,943
1,166,581
829,462
342,931
710,649
1,078,853
662,032
1,118,560
9.50%
9.50%
9.50%
9.00%
9.50%
9.50%
9.00%
9.00%
8.75%
9.00%
9.00%
9.50%
9.50%
8.75%
9.00%
8.75%
8.75%
10,682
10,654
6,905
4,950
10,657
9,727
6,927
9,279
5,146
2,131
9,310
6,906
3,119
5,815
9,198
5,110
6,745
$15,224,112
===========
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006
SERIES 4
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006
SERIES 5
PARTNERSHIP
-----------
# OF
UNITS
-----
BALANCE
-------
INTEREST
RATE
-------
MONTHLY
DEBT
SERVICE
-------
TERM
(YEARS)
------
Seymour
Effingham
S.F. Winfield
S.F.Medicine Lodge
S.F. Ottawa
S.F. Concordia
Carrollton Club
Scarlett Oaks
Brooks Hill
Greensboro
Greensboro II
Pine Terrace
Shellman
Blackshear
Crisp Properties
Crawford
Yorkshire
Woodcrest
Fox Ridge
Redmont II
Clayton
Alma
Pemberton Village
Magic Circle
Spring Hill
Menard Retirement
Wallis Housing
Zapata Housing
Mill Creek
Portland II
Georgetown
Cloverdale
S. Timber Ridge
Pineville
Ravenwood
1,208,960
786,073
327,812
446,851
562,545
548,664
2,615,056
1,357,065
1,428,626
714,573
878,253
710,115
721,748
1,290,416
910,271
727,680
2,035,490
1,239,859
720,474
680,279
653,073
717,627
624,409
640,033
1,101,039
614,238
383,337
955,915
1,400,753
569,662
724,248
741,553
1,041,693
312,642
708,808
8.75%
8.75%
11.37%
10.62%
10.62%
11.87%
7.75%
8.25%
8.25%
7.75%
7.75%
8.25%
8.25%
8.25%
8.25%
8.25%
8.25%
8.25%
9.00%
8.75%
8.25%
8.75%
8.75%
8.75%
8.25%
8.75%
8.75%
8.75%
8.25%
8.75%
8.25%
8.75%
8.75%
8.25%
7.25%
9,346
6,032
3,016
4,049
5,126
5,498
18,064
9,870
10,398
4,937
6,129
5,172
5,264
9,389
6,632
5,302
14,842
9,402
5,673
5,355
4,760
8,018
4,782
4,913
8,018
4,715
3,688
7,377
10,192
4,388
5,265
5,693
7,986
2,318
4,595
$31,099,840
===========
GATEWAY TAX CREDIT FUND II LTD.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AS OF DECEMBER 31, 2006
SERIES 6
PARTNERSHIP
-----------
# OF
UNITS
-----
BALANCE
-------
INTEREST
RATE
-------
MONTHLY
DEBT
SERVICE
-------
TERM
(YEARS)
------
Spruce
Shannon Apartments
Carthage
Coal City
Blacksburg Terrace
Frazier
Ehrhardt
Sinton
Frankston
Flagler Beach
Oak Ridge
Monett
Arma
Southwest City
Meadowcrest
Parsons
Newport Village
Goodwater Falls
Northfield Station
Pleasant Hill Square
Winter Park
Cornell
Heritage Drive S.
Brodhead
Mt. Village
Hazelhurst
Sunrise
Stony Creek
Logan Place
Haines
Maple Wood
Summerhill
Dorchester
Lancaster
Autumn Village
Hardy
Dawson
895,639
524,129
557,262
956,195
1,061,228
1,440,715
548,717
831,957
549,052
1,375,503
794,786
770,981
703,434
311,685
984,894
1,230,818
1,271,276
1,067,565
781,074
762,826
980,840
851,801
961,118
769,501
767,537
939,949
1,137,508
1,313,314
1,227,319
2,335,876
778,941
1,167,891
453,569
1,066,724
112,696
272,603
1,160,429
8.75%
8.75%
8.75%
7.75%
8.25%
8.25%
7.75%
8.25%
8.75%
8.25%
8.25%
8.25%
8.75%
8.25%
8.25%
7.75%
7.75%
7.75%
7.75%
7.75%
8.25%
8.25%
8.25%
7.75%
8.25%
8.25%
8.75%
8.75%
8.25%
8.25%
7.75%
8.25%
7.75%
7.75%
7.00%
6.00%
7.25%
6,857
4,014
4,371
6,578
7,738
10,470
3,791
6,063
4,207
9,864
5,800
5,598
5,388
2,271
7,160
8,485
8,798
7,980
5,379
5,315
7,131
6,193
6,990
5,303
5,574
7,105
8,711
9,065
8,909
16,950
5,381
5,911
3,118
7,775
2,608
3,639
7,524
$33,717,352
===========
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
GATEWAY TAX CREDIT FUND II, LTD.
(A Florida Limited Partnership)
By: Raymond James Tax Credit Funds, Inc.
Date: July 16, 2007 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Date: July 16, 2007 By:/s/ J. Davenport Mosby III
J. Davenport Mosby III
Director
Date: July 16, 2007 By:/s/ Jonathan Oorlog
Jonathan Oorlog
Vice President and Chief Financial Officer
Date: July 16, 2007 By:/s/ Sandra C. Humphreys
Sandra C. Humphreys
Secretary and Treasurer
EXHIBIT 31.1
CERTIFICATIONS*
I, Ron Diner, certify that:
1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund II, Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: July 16, 2007 By:/s/ Ronald M. Diner
Ronald M. Diner
President
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
EXHIBIT 31.2
CERTIFICATIONS*
I, Jonathan Oorlog, certify that:
1. I have reviewed this annual report on Form 10-K of Gateway Tax Credit Fund II, Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: July 16, 2007 By:/s/ Jonathan Oorlog
Jonathan Oorlog
Vice President and Chief Financial Officer
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
We, each hereby certify to the best of our knowledge that the Annual Report of Form 10-K of Gateway Tax Credit Fund II Ltd. for the year ended March 31, 2007 containing the financial statements fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Ronald M. Diner
President
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
July 16, 2007
/s/ Jonathan Oorlog
Vice President and Chief Financial Officer
Raymond James Tax Credit Funds, Inc.
(the Managing General Partner)
July 16, 2007