BERRY & BOYLE CLUSTER HOUSING PROPERTIES
10-Q, 1996-05-23
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1996

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      For the transition period from __________________ to ________________

                           Commission File No. 0-13556

                           Cluster Housing Properties
                       (A California Limited Partnership)

             (Exact name of registrant as specified in its charter)

                              California 04-2817478

                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                  5110 Langdale Way, Colorado Springs CO 80906

               (Address of principal executive offices) (Zip Code)

                                 (719) 527-0544

              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 and 15(d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes _X_ No ___














                          PART I. FINANCIAL INFORMATION

                          Item 1. FINANCIAL STATEMENTS









<PAGE>


<TABLE>

                           CLUSTER HOUSING PROPERTIES
                       (a California Limited Partnership)
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                              ---------------

                                     ASSETS
                                                                                 March 31,
                                                                                   1996        December 31,
                                                                                (Unaudited)        1995
Property, at cost (Notes 2, 4, and 5):
<S>                                                                               <C>             <C>       
  Land                                                                            $3,677,028      $3,677,028
  Buildings and improvements                                                      14,067,756      14,067,756
  Equipment, furnishings and                                                       1,309,859       1,295,545
fixtures
                                                                               -------------- ---------------

                                                                                  19,054,643      19,040,329
  Less accumulated depreciation                                                  (4,508,998)     (4,418,093)
                                                                               -------------- ---------------

                                                                                  14,545,645      14,622,236

Cash and cash equivalents (Notes 2 and 3)                                            592,984         480,389
Short-term investments (Note 2)                                                      953,445       1,067,446
Real estate tax escrows                                                               78,302          44,055
Deposits and prepaid expenses                                                          1,693           1,693
Accounts receivable                                                                                      631
                                                                               -
Deferred expenses, net of
accumulated
  amortization of $145,863 and $136,140 (Note                                         48,628          58,351
2)
                                                                               -------------- ---------------

         Total assets                                                            $16,220,697     $16,274,801
                                                                               ============== ===============

                        LIABILITIES AND PARTNERS' EQUITY

Mortgage notes payable (Note 5)                                                    8,662,586       8,695,278
Accounts payable                                                                      21,480          42,245
Accrued expenses                                                                     203,545         164,298
Due to affiliates                                                                     22,286          23,173
(Note 7)
Rents received in advance                                                                             10,495
                                                                               -
Tenant security                                                                       58,282          57,306
deposits
                                                                               -------------- ---------------

         Total                                                                     8,968,179       8,992,795
liabilities

Commitments and contingencies (Note 9)
Minority interest (Note 4)                                                           (8,895)         (8,895)
Partners' equity (Note                                                             7,261,413       7,290,901
6)
                                                                               -------------- ---------------

        Total liabilities and partners' equity                                   $16,220,697     $16,274,801
                                                                               ============== ===============





<PAGE>



                           CLUSTER HOUSING PROPERTIES
                       (a California Limited Partnership)
                                AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                                 -------------
                                                                                   Three Months Ended
                                                                               March 31,
                                                                  1996             1995

<S>                                                                <C>              <C>     
Rental income                                                      $692,423         $657,290

Rental operating expenses                                           269,847          255,932
                                                             ---------------   --------------

Net rental operating income (exclusive of items
   shown separately below)                                          422,576          401,358

Interest expense                                                    198,113          200,841
Depreciation and amortization                                       100,629          100,629

Other (income) and expenses:
  Interest income                                                  (16,803)         (21,692)
  General and administrative                                         72,862           45,597
(Note 7)
                                                             ---------------   --------------
                                                                     56,059           23,905
                                                             ---------------   --------------

Net income (loss)                                                   $67,775          $75,983
                                                             ===============   ==============

Net income (loss) allocated to:
  General Partners                                                   $3,389           $3,799

  Per unit of Investor Limited
    Partner interest:
       32,421 units                                                    1.99             2.23
issued







<PAGE>



                           CLUSTER HOUSING PROPERTIES
                       (a California Limited Partnership)
                                AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)
                                               -------------

                                                                                 Investor         Total
                                                                General           Limited       Partners'
                                                                Partners         Partners         Equity

<S>                                                              <C>              <C>             <C>      
Balance at December 31, 1994                                      (159,147)        7,669,907       7,510,760

Cash distributions                                                 (26,449)        (502,525)       (528,974)

Net income                                                           15,456          293,659         309,115
                                                             ---------------   -------------- ---------------

Balance at December 31, 1995                                      (170,140)        7,461,041       7,290,901

Cash distributions                                                                  (97,263)        (97,263)
                                                             -

Net income                                                            3,389           64,386          67,775
                                                             ---------------   -------------- ---------------

Balance at March 31, 1996                                        ($166,751)       $7,428,164      $7,261,413
                                                             ===============   ============== ===============












<PAGE>



                           CLUSTER HOUSING PROPERTIES
                       (a California Limited Partnership)
                                AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)
                Increase (decrease) in cash and cash equivalents

                                                                                   Three Months Ended
                                                                               March 31,
                                                                  1996             1995
Cash flows from operating activities:
<S>                                                                 <C>              <C>    
  Interest received                                                 $39,887          $15,278
  Cash received from rental income                                  682,880          641,539
  Administrative expenses                                          (65,278)         (70,056)
  Rental operations expenses                                      (293,429)        (248,662)
  Interest paid                                                   (198,113)        (200,955)
                                                             ---------------   --------------

Net cash provided by operating activities                           165,947          137,144

Cash flows from investing activities:
  Purchase of fixed assets                                         (14,314)
  Proceeds from maturities of short-term                                  0
investments
  Cash (paid for) received from short-term investments               90,917            1,162
                                                             ---------------   --------------
Net cash provided (used) by investing                                76,603            1,162
activities

Cash flows from financing activities:
  Distributions to partners                                        (97,263)        (145,041)
  Distributions to minority                                               0
interest
  Deposits                                                                             (678)
                                                             -
  Cash paid for deferred costs                                     -
  Principal payments on mortgage notes payable                     (32,692)         (29,878)
                                                             ---------------   --------------

Net cash used by financing                                        (129,955)        (175,597)
activities
                                                             ---------------   --------------

Net increase (decrease) in cash and cash                            112,595         (37,291)
equivalents

Cash and cash equivalents at beginning of  the period               480,389          195,407
                                                             ---------------   --------------

Cash and cash equivalents at end of the period                     $592,984         $158,116
                                                             ===============   ==============





<PAGE>



                           CLUSTER HOUSING PROPERTIES
                       (a California Limited Partnership)
                                AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                Increase (decrease) in cash and cash equivalents
                                               -------------

Reconciliation of net income to net cash provided by operating activities:

                                                                              Three Months
                                                                                 Ended
                                                                               March 31,
                                                                  1996             1995
<S>                                                                 <C>              <C>    
Net income                                                          $67,775          $75,983
Adjustments to reconcile net income to net cash
  provided by operating
activities:
  Depreciation and amortization                                     100,629          100,629
Change in assets and liabilities net of effects
  from investing and financing activities:
    Decrease in real estate tax                                    (34,247)         (26,567)
escrows
    Increase in accounts and interest                                23,715          (6,414)
receivable
    Increase (decrease) in
accounts
      payable and accrued expenses                                   18,946           13,727
    Increase (decrease) in due to affiliates                        (1,328)          (4,463)
    Increase (decrease) in rent received in                        (10,495)         (13,916)
advance
    Increase (decrease) in tenant security                              952          (1,835)
deposits
                                                             ---------------   --------------

Net cash provided by operating activities                          $165,947         $137,144

                                                             ===============   ==============
</TABLE>




<PAGE>




                           CLUSTER HOUSING PROPERTIES

                       (A California Limited Partnership)
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   ----------



1.  Organization of Partnership:

Cluster   Housing   Properties   (a   California   Limited   Partnership)   (the
"Partnership"),  formerly Berry and Boyle Cluster Housing Properties, was formed
on August  8,  1983.  The  Partnership  issued  all of the  General  Partnership
Interests  to three  General  Partners  in exchange  for  capital  contributions
aggregating  $2,000.  Stephen B. Boyle and GP L'Auberge  Communities,  L.P.,  (a
California Limited  Partnership),  formerly Berry and Boyle Management,  are the
General  Partners.  In  September,  1995,  with the consent of Limited  Partners
holding a  majority  of the  outstanding  Units,  as well as the  consent of the
mortgage  lenders  for the  Partnership's  three  properties,  Richard  G. Berry
resigned as a general partner of the Partnership.

A  total  of  2,000  individual   Limited  Partners  owning  32,421  units  have
contributed $16,210,500 of capital to the Partnership. At December 31, 1995, the
total  number of  Limited  Partners  was 2,013.  Except  under  certain  limited
circumstances, as defined in the Partnership Agreement, the General Partners are
not required to make any additional capital contributions.  The General Partners
or their affiliates will receive various fees for services and reimbursement for
various organizational and selling costs incurred on behalf of the Partnership.

The accompanying  consolidated  financial statements present the activity of the
Partnership for the three months ended March 31, 1996 and 1995.

The Partnership will continue until December 31, 2010, unless terminated earlier
by the sale of all, or substantially  all, of the assets of the Partnership,  or
otherwise in accordance  with the  provisions  of Section 16 of the  Partnership
Agreement.

2.  Significant Accounting Policies:

         A.  Basis of Presentation

         The  consolidated  financial  statements  include  the  accounts of the
         Partnership and its subsidiaries:  Sin Vacas Joint Venture (Sin Vacas),
         Autumn  Ridge Joint  Venture  (Autumn  Ridge) and Villa  Antigua  Joint
         Venture (Villa  Antigua).  All  intercompany  accounts and transactions
         have been  eliminated in  consolidation.  The  Partnership  follows the
         accrual basis of accounting.

         B.  Cash and Cash Equivalents

         The Partnership  considers all highly liquid debt instruments purchased
         with a maturity  of three  months or less to be cash  equivalents.  The
         carrying value of cash and cash equivalents approximates fair value. It
         is  the  Partnership's   policy  to  invest  cash  in  income-producing
         temporary cash  investments.  The  Partnership  mitigates any potential
         risk from such concentration of credit by placing investments with high
         quality financial institutions.

         C.  Short-term Investments

         At March 31, 1996,  short term  investments  consist  solely of various
         forms of U. S.  Government  backed  securities,  with an aggregate  par
         value of $961,040,  which mature in June 1996. In 1994, the Partnership
         adopted   Statement  of  Financial   Accounting   Standards   No.  115,
         "Accounting for Certain Investments in Debt and Equity Securities". The
         Partnership  has  the  intent  and  ability  to  hold  its  short  term
         investments  to  maturity.  Accordingly,  these  securities  have  been
         recorded at amortized cost, which approximates  market value. There was
         no cumulative effect recorded as a result of this accounting change.


<PAGE>



         D. Significant Risks and Uncertainties

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

         E.  Depreciation

         Depreciation  is provided  for by the use of the  straight-line  method
         over estimated useful lives as follows:

                  Buildings and improvements                      39-40 years
                  Equipment, furnishings and fixtures              5-15 years

         F.  Deferred Expenses

         Costs of obtaining the mortgages on the properties are being  amortized
         over  the  term  of  the  related  mortgage  notes  payable  using  the
         straight-line  method.  Fees paid to certain of the property developers
         were  amortized  over  the  term of the  services  provided  using  the
         straight-line  method. Any unamortized costs remaining at the date of a
         refinancing are expensed in the year of refinancing.

         G.  Income Taxes

         The Partnership is not liable for Federal or state income taxes because
         Partnership  income or loss is allocated to the Partners for income tax
         purposes. If the Partnership's tax returns are examined by the Internal
         Revenue  Service  or state  taxing  authority  and such an  examination
         results in a change in Partnership  taxable income (loss),  such change
         will be reported to the Partners.

         H. Rental Income

         Leases require the payment of rent in advance,  however,  rental income
is recorded as earned.

         I. Long-Lived Assets

         The Partnership's  long-lived assets include property and equipment and
         deferred   expenses.   The  Partnership   will  evaluate  the  possible
         impairment  of  long-lived  assets  whenever  events  or  circumstances
         indicate that the carrying value of the assets may not be recoverable.


<PAGE>


3.  Cash and Cash Equivalents:

Cash and cash  equivalents  at March 31, 1996 and December 31, 1995 consisted of
the following:


                                                       1996              1995
Cash on hand .............................           $ 90,694           $ 30,848
Certificate of deposit ...................            202,763            100,000
Money market accounts ....................            299,527            349,541

                                                     $592,984           $480,389

4.  Joint Venture and Property Acquisitions:

The  Partnership  has invested in three  properties  located in  Scottsdale  and
Tucson,  Arizona and Colorado Springs,  Colorado. The success of the Partnership
will  depend upon  factors  which are  difficult  to predict  including  general
economic and real estate market conditions,  both on a national basis and in the
areas where the Partnership's investments are located.

Sin Vacas

On October 25, 1985,  the  Partnership  acquired a majority  interest in the Sin
Vacas Joint Venture,  which owns and operates the Villas at Sin Vacas, a 72-unit
residential  property located in Tucson,  Arizona.  Since the Partnership owns a
majority interest in the Sin Vacas Joint Venture, the accounts and operations of
the  Sin  Vacas  Joint  Venture  have  been   consolidated  into  those  of  the
Partnership.

The Partnership made initial cash payments in the form of capital  contributions
totaling $2,458,507 and funded $398,949 of property acquisition costs which were
treated as a capital  contribution  to the joint  venture.  Since  completion of
construction,   the  Partnership  has  made  additional  contributions  totaling
$153,757.  At March 31 1996,  the total capital  contributions  and  acquisition
costs incurred were $2,592,527 and $418,686, respectively.

For the three months  ended March 31, 1996 and 1995 the Sin Vacas Joint  Venture
had net income of $18,504, and $26,327, respectively. March 31 1996

Net cash from  operations  (as defined in the joint venture  agreement) is to be
distributed as available to each joint venture partner quarterly as follows:

         First,  to the  Partnership,  an  amount  equal  to  8.75%  per  annum,
         noncumulative  (computed daily on a simple noncompounded basis from the
         date of completion funding) of the Partnership's capital investment, as
         defined in the joint venture agreement;

         Second, the balance 70% to the Partnership and 30% to the co-venturer.

All losses from operations and  depreciation for the Sin Vacas Joint Venture are
allocated 99% to the Partnership and 1% to the co-venturer.

All profits from operations, to the extent of cash distributions, shall first be
allocated to the  Partnership and co-venturer in the same proportion as the cash
distribution. Any remaining profits are allocated 70% to the Partnership and 30%
to the co-venturer.

In the case of certain capital  transactions and distributions as defined in the
joint venture  agreement,  the  allocation of related  profits,  losses and cash
distributions,  if any, would be different than as described  above and would be
effected by the relative balances in the individual partners' capital accounts.

Pinecliff

On July 16, 1986, the Partnership  acquired Pinecliff (formerly Autumn Ridge), a
96-unit  residential   property  located  in  Colorado  Springs,   Colorado  and
simultaneously  contributed  the  property  to the Autumn  Ridge  Joint  Venture
comprised of the Partnership and an affiliate of the property  developer.  Since
the Partnership owns a majority interest in the Autumn Ridge Joint Venture,  the
accounts and operations of the Autumn Ridge Joint Venture have been consolidated
into those of the Partnership.

The Partnership made initial cash payments in the form of capital  contributions
totaling $3,819,397 and funded $546,576 of property acquisition costs which were
treated as a capital  contribution  to the Autumn  Ridge  Joint  Venture.  Since
completion of  construction,  the Partnership has made additional  contributions
totaling  $314,097.  At  March  31 1996  the  total  capital  contributions  and
acquisition costs incurred were $4,182,595 and $497,475, respectively.

For the three  months  ended  March 31,  1996 and 1995 the  Autumn  Ridge  Joint
Venture had net income of $31,484 and $19.088, respectively.

Net cash from  operations  (as defined in the joint venture  agreement) is to be
distributed as available to each joint venture partner quarterly as follows:

         First,  to  the   Partnership,   an  amount  equal  to  8%  per  annum,
         noncumulative  (computed daily on a simple noncompounded basis from the
         date of completion funding) of the Partnership's capital investment, as
         defined in the joint venture agreement;

         Second, the balance 82% to the Partnership and 18% to the co-venturer.

All losses from operations and  depreciation  for the Autumn Ridge Joint Venture
are allocated 100% to the Partnership.

All profits from operations, to the extent of cash distributions, shall first be
allocated to the  Partnership and co-venturer in the same proportion as the cash
distribution. Any remaining profits are allocated 82% to the Partnership and 18%
to the co-venturer.

In the case of certain capital  transactions and distributions as defined in the
joint venture  agreement,  the  allocation of related  profits,  losses and cash
distributions,  if any, would be different than as described  above and would be
effected by the relative balances in the individual partners' capital accounts.

Villa Antigua

On June 11,  1987,  the  Partnership  acquired a majority  interest in the Villa
Antigua  Joint  Venture,  which  owns and  operates  Villa  Antigua,  an 88-unit
residential property located in Scottsdale,  Arizona. Since the Partnership owns
a majority  interest  in the Villa  Antigua  Joint  Venture,  the  accounts  and
operations of the Villa Antigua Joint Venture have been  consolidated into those
of the Partnership.

The Partnership made initial cash payments in the form of capital  contributions
totaling $2,494,677 and funded $381,729 of property acquisition costs which were
treated as a capital  contribution  to the Villa  Antigua Joint  Venture.  Since
completion of  construction,  the Partnership has made additional  contributions
totaling  $60,832.  At  March 31  1996,  the  total  capital  contributions  and
acquisition costs were $2,555,509 and $381,729, respectively.

The Villa Antigua Joint Venture had net income of $76,436 and $49,640 for the
 three months ended March 31,1996 and 1995.  

Net cash from  operations  (as defined in the joint venture  agreement) is to be
distributed as available to each joint venture partner quarterly as follows:

         First,  to  the  Partnership,   an  amount  equal  to  10%  per  annum,
         noncumulative  (computed daily on a simple noncompounded basis from the
         date of  completion  funding)  of the  Partnership's  adjusted  capital
         investment, as defined in the joint venture agreement;

         Second, the balance 70% to the Partnership and 30% to the co-venturer.

All losses from operations and  depreciation for the Villa Antigua Joint Venture
are allocated 99% to the Partnership and 1% to the co-venturer.

All profits from operations, to the extent of cash distributions, shall first be
allocated to the  Partnership and co-venturer in the same proportion as the cash
distributions; however, if for any taxable year there are no cash distributions,
profits are allocated 99% to the Partnership and 1% to the co-venturer.

In the case of certain capital  transactions and distributions as defined in the
joint venture  agreement,  the  allocation of related  profits,  losses and cash
distributions,  if any, would be different than as described  above and would be
effected by the relative balances in the individual partners' capital accounts.

The Sin Vacas  Joint  Venture,  the Autumn  Ridge  Joint  Venture  and the Villa
Antigua  Joint  Venture  are  sometimes  collectively  referred to as the "Joint
Ventures".

5.  Mortgage Notes Payable:

All of the property  owned by the  Partnership  is pledged as collateral for the
nonrecourse  mortgage  notes payable  outstanding at March 31, 1996 and December
31, 1995 which consisted of the following:

                                                    1996                1995
Villas at Sin Vacas ....................          $2,457,979          $2,467,255
Pinecliff ..............................           3,150,031           3,161,919
Villa Antigua ..........................           3,054,576           3,066,104

                                                  $8,662,586          $8,695,278

Sin Vacas
On June 30, 1992,  Villas at Sin Vacas  refinanced  its permanent loan using the
proceeds of a new first  mortgage  loan in the amount of  $2,575,000.  Under the
terms of the note, monthly principal and interest payments of $21,830,  based on
a fixed  interest rate of 9.125%,  are required  over the term of the loan.  The
balance of the note will be due on July 15, 1997.

Pinecliff
On June 30, 1992,  Pinecliff refinanced its permanent loan using the proceeds of
a new first  mortgage loan in the amount of  $3,300,000.  Under the terms of the
note,  monthly  principal and interest payments of $27,976 are required over the
term of the loan,  based on a fixed interest rate of 9.125%.  The balance of the
note will be due on July 15, 1997.

Villa Antigua
On June 30, 1992, Villa Antigua refinanced its permanent loan using the proceeds
of a new first mortgage loan in the amount of $3,200,000. Under the terms of the
note,  monthly  principal  and  interest  payments of $27,128,  based on a fixed
interest rate of 9.125%,  are required over the term of the loan. The balance of
the note will be due on July 15, 1997.

Interest  accrued at March 31,  1996 and  December  31,  1995  consisted  of the
following:

                                                        1996               1995
Villas at Sin Vacas ........................           $ 9,381           $ 9,381
Pinecliff ..................................            12,022            12,022
Villa Antigua ..............................            11,658            11,658

                                                       $33,061           $33,061

The aggregate  principal amounts of long term borrowings due during the calendar
years 1996 and 1997, respectively, are $135,348, and $8,559,930.

The  principal   balance  of  the  mortgage  notes  payable   appearing  on  the
consolidated balance sheet approximates the fair value of such notes.

6.  Partners' Equity:

Under the terms of the  Partnership  Agreement  profits are allocated 95% to the
Limited Partners and 5% to the General Partners; losses are allocated 99% to the
Limited Partners and 1% to the General Partners.

Cash distributions to the partners are governed by the Partnership Agreement and
are made,  to the extent  available,  95% to the Limited  Partners and 5% to the
General Partners.

The allocation of the related profits, losses, and distributions,  if any, would
be different  than  described  above in the case of certain events as defined in
the  Partnership  Agreement,  such as the sale of an  investment  property or an
interest in a joint venture partnership.

7.  Related-Party Transactions:

Due to  affiliates  at March  31,  1996  and  December  31,  1995  consisted  of
reimbursable costs payable to L'Auberge  Communities,  Inc., an affiliate of the
General  Partners,  in the amounts of $13,391,  and  $14,278,  respectively  and
distributions  payable  to the  Villa  Antigua  co-venturer  of $0  and  $8,895,
respectively.

For the  three  months  March  31,  1996 and 1995,  general  and  administrative
expenses included $27,268 and $17,703,  respectively,  of salary  reimbursements
paid to the General Partners for certain administrative and accounting personnel
who performed services for the Partnership.

The officers and principal shareholders of Evans Withycombe, Inc., the developer
and property manager of the Villas at Sin Vacas and Villa Antigua properties and
an affiliate of the  co-venturers of those joint  ventures,  together hold a two
and one half percent  cumulative  profit or  partnership  voting  interest in LP
L'Auberge  Communities,  a California  Limited  Partnership,  formerly Berry and
Boyle, which is the principal limited partner of GP L'Auberge Communities, L.P.

During the three  months  ended  March 31, 1996 and 1995,  $21,679 and  $21,107,
respectively,  of  property  management  fees  were  paid or  accrued  to  Evans
Withycombe, Inc.

Residential Services - L'Auberge, formerly Berry and Boyle Residential Services,
the property  manager of Pinecliff,  is an affiliate of the General  Partners of
the Partnership.  For the three months ended March 31, 1996 and 1995 $12,308 and
$11,574,  respectively,  of  property  management  fees were paid or  accrued to
Residential Services - L'Auberge.

8. Subsequent Event:

On May 14, 1996, the Partnership and certain affiliates consummated an agreement
with Evans  Withycombe  Management,  Inc. and certain of its affiliates  ("EWI")
which  separated the interests of EWI and the  Partnership,  thus  affording the
Partnership  greater  flexibility  in  the  operation  and  disposition  of  the
properties...In consideration of a payment by the Partnership to EWI of $73,775,
for EWI (i) to relinquish its contract to manage Sin Vacas and Villa Antigua and
its option to exercise  its rights of first  refusal  with regard to the sale of
those  properties  and (ii) to assign all of its interest in the Sin Vacas Joint
Venture and the Villa Antigua Joint Venture to the Partnership (while preserving
the economic  interests of the venturer in these Joint  Ventures),  resulting in
the  dissolution  of the Sin Vacas  Joint  Venture and the Villa  Antigua  Joint
Venture.




<PAGE>


================================================================================

================================================================================
                                                        -15-
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

Liquidity and Capital Resources

In connection with its  capitalization,  the Partnership  admitted investors who
purchased  a total of  32,421  Units  aggregating  $16,210,500.  These  offering
proceeds,  net of  organizational  and offering  costs of  $2,431,575,  provided
$13,778,925  of net  proceeds to be used for the  purchase  of  income-producing
residential properties, including related fees and expenses, and working capital
reserves.  The Partnership expended $10,410,263 to (i) acquire its joint venture
interests in the Sin Vacas Joint Venture,  the Villa Antigua Joint Venture,  and
the Autumn Ridge Joint  Venture,  (ii) to pay  acquisition  expenses,  including
acquisition fees to one of the General Partners,  and (iii) to pay certain costs
associated  with  the  refinancing  of the  Autumn  Ridge  permanent  loan.  The
Partnership  distributed  $1,731,681  to the  Limited  Partners  as a return  of
capital  resulting from construction cost savings with respect to the Sin Vacas,
Autumn Ridge and Villa Antigua projects and other excess offering proceeds.  The
remaining  net proceeds of  $1,636,981  were used to establish  initial  working
capital  reserves.  These  reserves  may be  used  periodically  to  enable  the
Partnership to meet its various financial obligations including contributions to
the various joint ventures that may be required. Through March 31 1996, $218,258
cumulatively was contributed to the joint ventures for this purpose.

The  working  capital  reserves  of the  Partnership  consist  of cash  and cash
equivalents  and  short-term  investments.  Together  these amounts  provide the
Partnership with the necessary  liquidity to carry on its day-to-day  operations
and to make necessary  contributions to the various joint ventures.  Thus far in
1996, the aggregate net increase in working capital  reserves was $21,678.  This
increase resulted  primarily from cash provided by operations of $165,947 offset
by distributions to partners of $97,263, purchase of fixed assets of $14,314 and
$32,692 of principal payments on mortgage notes payable.

Property Status

Villas at Sin Vacas

As  of  March  31,  1996,  the  property  was  90%  occupied,  compared  to  90%
approximately one year ago. At March 31, 1996 and 1995, the market rents for the
various unit types were as follows:

                       Unit Type                            1996            1995
One bedroom one bath .........................           $  835           $  835
Two bedroom two bath .........................            1,050            1,050
Three bedroom two bath .......................            1,200            1,200

Autumn Ridge

As  of  March  31,  1996,  the  property  was  94%  occupied,  compared  to  82%
approximately one year ago. At March 31, 1996 and 1995, the market rents for the
various unit types were as follows:

       Unit Type                                         1996             1995
One bedroom one bath .......................            $  898            $  885
Two bedroom two bath .......................             1,100             1,088

Villa Antigua

As of  March  31,  1996,  the  property  was  100%  occupied,  compared  to  93%
approximately one year ago. At March 31, 1996 and 1995, the market rents for the
various unit types were as follows:

                  Unit Type                                    1996       1995
                  One bedroom one bath ...............       $  735       $  720
                  Two bedroom two bath ...............          953          935
                  Three bedroom two bath .............        1,070        1,050

Results of Operations

For the three months ended March 31, 1996, the  Partnership's  operating results
were  comprised  of its share of the  income  and  expenses  from the Sin Vacas,
Autumn Ridge and Villa  Antigua Joint  Ventures,  as well as  partnership  level
interest  income  earned on short term  investments,  reduced by  administrative
expenses. A summary of these operating results appears below:
<TABLE>

                                     Sin     Autumn       Villa  Partnership    Consolidated
                                   Vacas      Ridge     Antigua        Level          Totals
<S>                             <C>        <C>         <C>                          <C>     
Operating revenue               $188,648   $247,655    $256,120                     $692,423
                                                                      -
Operating expenses                85,192    102,089      80,316        2,250         269,847
                             ------------ ---------- ----------- ------------   -------------
Net operating income             103,456    145,566     175,804                      422,576
                                                                      -

Other (income) and expenses:
   Interest income                 (220)      (489)       (403)     (15,691)        (16,803)
  General and administrative                                          72,862          72,862
                                  -           -          -
  Depreciation and                28,958     42,530      29,141                      100,629
amortization                                                          -
Interest                          56,214     72,041      69,858                      198,113
                                                                      -
                             ------------ ---------- -----------
                                                                 ------------   -------------
                                  84,952    114,082      98,596       57,171         354,801
                             ------------ ---------- ----------- ------------   -------------
                                                                                =============
Net income (loss)                $18,504    $31,484     $76,436    ($57,171)         $67,775
                             ============ ========== =========== ============   =============
</TABLE>

For the three months ended March 31, 1995, the  Partnership's  operating results
were  comprised  of its share of the  income  and  expenses  from the Sin Vacas,
Autumn Ridge and Villa  Antigua Joint  Ventures,  as well as  partnership  level
interest  income  earned on short term  investments,  reduced by  administrative
expenses. A summary of these operating results appears below
<TABLE>

                                   Sin      Autumn       Villa  Partnership     Consolidated
                                 Vacas       Ridge     Antigua        Level           Totals
<S>                           <C>         <C>         <C>                           <C>     
Operating revenue             $193,574    $233,464    $230,787                      $657,290
                                                                     -
Operating expenses              79,501      97,045      79,386                       255,932
                                                                     -
                             ---------- ----------- ----------- ------------   --------------
 Net operating income          114,073     136,419     151,401                       401,893
                                                                     -

Other (income) and expenses:
   Interest income                                                 (21,157)         (21,692)
  General and administrative     1,800       1,768       1,800       40,229           45,597
  Depreciation and              28,958      42,530      29,141                       100,629
amortization                                                         -
Interest                        56,988      73,033      70,820                       200,841
                                                                     -
                             ---------- ----------- -----------
                                                                ------------   --------------
                                87,746     117,331     101,761       19,072          325,910
                             ---------- ----------- ----------- ------------   --------------
                                                                               ==============
Net income (loss)              $26,327     $19,088     $49,640    ($19,072)          $75,983
                             ========== =========== =========== ============   ==============
</TABLE>

Comparison  of  Operating  Results for the Three Months Ended March 31, 1996 and
1995:

While interest income decreased by $4,889 (22.5%) due to lower interest rates on
the Partnership's short-term investments, the operating income increased
$19,683 (4.9%).  Transition costs, including legal and accounting fees,
associated with the outsourcing of much of the Partnership's administration
work, and relocating the remaining administration, financial and investor
service functions to a more cost efficient location in Colorado Springs,
Colorado, the Partnership incurred a $27,000 (60%) increase of general
and administration costs.

Thus far in 1996, the  Partnership has made the following cash  distributions
to its Partners:

                                      Total
         Limited Partners           $97,263
         General Partners              -     
                                    $97,263



<PAGE>



                            PART II-OTHER INFORMATION


ITEM 1.  Legal Proceedings
         Response:  None

ITEM 2.  Changes in Securities
         Response:  None

ITEM 3.  Defaults Upon Senior Securities
         Response:  None

ITEM 4.  Submission of Matters to a Vote of Security Holders
         Response:  None

ITEM 5.  Other Information
         Response:  None

ITEM 6.  Exhibits and Reports on Form 8-K
         Response:  None






                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                             CLUSTER HOUSING PROPERTIES
                             By:  GP L'Auberge Communities, L.P., a California
                      Limited Partnership, General Partner

                      By:  L'Auberge Communities, Inc., its General Partner


                    By: __/s/ Stephen B. Boyle_________________________________
                           Stephen B. Boyle, President


                                    Date: May 15, 1996

<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
                                                    
<S>                                                  <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                    Dec-31-1996
<PERIOD-END>                                         Mar-31-1996
<CASH>                                                        592,984
<SECURITIES>                                                  953,445
<RECEIVABLES>                                                       0
<ALLOWANCES>                                                        0
<INVENTORY>                                                         0
<CURRENT-ASSETS>                                                    0
<PP&E>                                                     19,054,643
<DEPRECIATION>                                             (4,508,998)
<TOTAL-ASSETS>                                             16,220,697
<CURRENT-LIABILITIES>                                         305,593
<BONDS>                                                             0
                                               0
                                                         0
<COMMON>                                                            0
<OTHER-SE>                                                  7,252,518
<TOTAL-LIABILITY-AND-EQUITY>                               16,220,697
<SALES>                                                             0
<TOTAL-REVENUES>                                              709,226
<CGS>                                                               0
<TOTAL-COSTS>                                                       0
<OTHER-EXPENSES>                                              443,338
<LOSS-PROVISION>                                                    0
<INTEREST-EXPENSE>                                            198,113
<INCOME-PRETAX>                                                     0
<INCOME-TAX>                                                        0
<INCOME-CONTINUING>                                                 0
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                   67,775
<EPS-PRIMARY>                                                       0
<EPS-DILUTED>                                                       0
        


</TABLE>


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