BERRY & BOYLE CLUSTER HOUSING PROPERTIES
10-Q, 1996-01-23
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 September 30, 1995

                                       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

                   Berry and Boyle 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.)

                    57 River St., Wellesley Hills, MA 02181
              (Address of principal executive offices) (Zip Code)

                                 (617) 237-0544
              (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>
                   BERRY AND BOYLE CLUSTER HOUSING PROPERTIES
                       (a California Limited Partnership)
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

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

                                     ASSETS
                                                                                          September 30,
                                                                                               1995        December 31,
                                                                                           (Unaudited)           1994
Property, at cost (Notes 2, 3, 5, and 6):
<S>                                                                                            <C>               <C>       
  Land                                                                                         $3,677,028        $3,677,028
  Buildings and improvements                                                                   14,067,756        14,067,756
  Equipment, furnishings and fixtures                                                           1,153,558         1,147,418

                                                                                               18,898,342        18,892,202
  Less accumulated depreciation                                                               (4,319,404)       (4,046,690)

                                                                                               14,578,938        14,845,512

Cash and cash equivalents (Notes 2 and 4)                                                         563,137           195,407
Short-term investments (Note 2)                                                                   985,896         1,393,930
Real estate tax escrows                                                                            60,584            51,805
Deposits and prepaid expenses                                                                       1,693             3,368
Deferred expenses, net of accumulated
  amortization of $116,692 and $97,242 (Note 2)                                                    68,076            97,249

         Total assets                                                                         $16,258,324       $16,587,271

                        LIABILITIES AND PARTNERS' EQUITY

Mortgage notes payable (Note 6)                                                                 8,727,235         8,818,891
Accounts payable and accrued expenses                                                             197,168           170,673
Due to affiliates (Note 8)                                                                          2,665            10,190
Rents received in advance                                                                              81            13,997
Tenant security deposits                                                                           60,210            62,760

         Total                                                                                  8,987,359         9,076,511
liabilities

Partners' equity (Note 7)                                                                       7,270,965         7,510,760

        Total liabilities and partners' equity                                                $16,258,324       $16,587,271





<PAGE>



                   BERRY AND BOYLE CLUSTER HOUSING PROPERTIES
                       (a California Limited Partnership)
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (Unaudited)
                                ---------------

                                                                              Three Months Ended          Nine Months Ended
                                                                       September 30,                        September 30,
                                                          1995              1994               1995              1994
Revenue:
<S>                                                         <C>               <C>              <C>               <C>       
  Rental income                                             $658,066          $634,256         $1,951,880        $1,858,954
  Interest income                                             20,616            13,821             64,453            39,332
  Other income                                                28,349            16,224             78,443            44,858

        Total revenue                                        707,031           664,301          2,094,776         1,943,144

Expenses:
  General and administrative (Note 8)                         44,446            34,890            140,071           117,577
  Operations                                                 333,770           272,239            891,176           745,023
  Depreciation and amortization                              100,627           100,308            301,886           300,928
  Interest                                                   199,448           203,173            600,441           609,433

        Total expenses                                       678,291           610,610          1,933,574         1,772,961

Net income (loss)                                            $28,740           $53,691           $161,202          $170,183

Net income (loss) allocated to:
  General Partners                                            $1,437            $2,685             $8,060            $8,509

  Per unit of Investor Limited
    Partner interest:
       32,421 units issued                                      0.84              1.57               4.72              4.99







<PAGE>



                   BERRY AND BOYLE 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, 1993                                                 (141,908)          7,997,454         7,855,546

Cash distributions                                                            (30,288)          (575,474)         (605,762)

Net income                                                                      13,049            247,927           260,976

Balance at December 31, 1994                                                 (159,147)          7,669,907         7,510,760

Cash distributions                                                            (20,050)          (380,947)         (400,997)

Net income                                                                       8,060            153,142           161,202

Balance at September 30, 1995                                               ($171,137)         $7,442,102        $7,270,965












<PAGE>



                   BERRY AND BOYLE CLUSTER HOUSING PROPERTIES
                       (a California Limited Partnership)
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                Increase (decrease) in cash and cash equivalents
                                  (Unaudited)
                                 -------------
                                                                                                Nine Months Ended 
                                                                                                  September 30,
                                                                                               1995              1994
Cash flows from operating activities:
<S>                                                                                               <C>               <C>    
  Interest received                                                                               $42,107           $34,072
  Cash received from rents                                                                      1,935,414         1,836,398
  Cash received from other income                                                                  78,443            44,858
  Administrative expenses                                                                       (156,938)         (126,623)
  Rental operations expenses                                                                    (863,768)         (745,009)
  Interest paid                                                                                 (600,790)         (608,752)

Net cash provided by operating activities                                                         434,468           434,944

Cash flows from investing activities:
  Purchase of fixed assets                                                                        (6,140)         -
  Cash (paid for) received from short-term investments                                            430,380            15,904

Net cash provided (used) by investing activities                                                  424,240            15,904

Cash flows from financing activities:
  Distributions to partners                                                                     (400,997)         (477,784)
  Deposits and prepaid expenses                                                                     1,675              (95)
  Principal payments on mortgage notes payable                                                   (91,656)          (83,667)

Net cash provided (used) by financing activities                                                (490,978)         (561,546)

Net increase (decrease) in cash and cash equivalents                                              367,730         (110,698)

Cash and cash equivalents at beginning of period                                                  195,407           201,157

Cash and cash equivalents at end of period                                                       $563,137           $90,459





<PAGE>



                   BERRY AND BOYLE CLUSTER HOUSING PROPERTIES
                       (a California Limited Partnership)
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Reconciliation   of  net  income  (loss)  to  net  cash  provided  by  operating
activities:

                                                                                                          Nine Months Ended
                                                                                                            September 30,
                                                                                               1995              1994
<S>                                                                                              <C>               <C>     
Net income (loss)                                                                                $161,202          $170,183
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
  Depreciation and amortization                                                                   301,886           300,928
Change in assets and liabilities net of effects
  from investing and financing activities:
    Decrease (increase) in real estate tax escrows                                                (8,779)          (24,505)
    Decrease (increase) in accounts and interest receivable                                      (22,346)          (12,800)
    Increase (decrease) in accounts
      payable and accrued expenses                                                                 26,496            16,316
    Increase (decrease) in due to affiliates                                                      (7,525)             (161)
    Increase (decrease) in rent received in advance                                              (13,916)           (9,551)
    Increase (decrease) in tenant security deposits                                               (2,550)           (5,466)

Net cash provided by operating activities                                                        $434,468          $434,944


</TABLE>

<PAGE>


                   BERRY AND BOYLE CLUSTER HOUSING PROPERTIES
                       (A California Limited Partnership)
                                AND SUBSIDIARIES

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



1.  Organization of Partnership:

Berry and Boyle Cluster Housing  Properties (a California  Limited  Partnership)
(the  "Partnership") 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, Richard G. Berry,
and Berry and Boyle Management (a California Limited Partnership) ("Management")
are the General  Partners.  A total of 2,000 individual  Limited Partners owning
32,421 units have  contributed  $16,210,500  of capital to the  Partnership.  At
September 30, 1995, the total number of Limited Partners was 1,994. 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  nine  months  ended  September  30,  1995  and  1994.  The
information for these periods has not been examined by independent  accountants,
but includes all  adjustments  (consisting of normal  recurring  accruals) which
are, in the opinion of management,  necessary to a fair statement of the results
for such periods.

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.

At year end add footnote re: Cash Equivalents

         C.  Depreciation

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

                  Buildings and improvements                            40 years
                  Equipment, furnishings and fixtures                    5 years

         D.  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.


<PAGE>


         E.  Offering Costs

         Costs in connection  with the offering of Units were charged to Limited
         Partners' equity upon the sale of the related Units.

         F.  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.

         G. Rental Income

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


<PAGE>
<TABLE>
Property, at cost, consisted of the following at September 30, 1995:

                                         Initial Cost                                    Costs Capitalized
                                        to Partnership                               Subsequent to Acquisition

                                            Bldgs.          Equip.,                    Bldgs.         Equip.,
        Property                              and            Furn.                       and           Furn.
      Description            Land            Impr.          & Fixt.       Land          Impr.         & Fixt.
Villas at Sin Vacas,
  a 72-unit residential
  rental complex located
<S>                           <C>             <C>             <C>          <C>             <C>           <C>    
  in Tucson, Arizona          $799,913        $3,948,060      $344,615     $22,146         $75,678       $23,823

Autumn Ridge, a 96-unit
  residential rental
  complex located in
  Colorado Springs,
  Colorado                   1,242,061         5,981,166       380,288      -               81,889         4,313

Villa Antigua, an 88-unit
  residential rental
  complex located in
  Scottsdale, Arizona        1,610,646         3,942,388       376,709       2,262          38,575        23,810

                            $3,652,620       $13,871,614    $1,101,612     $24,408        $196,142       $51,946

Depreciation expense for the six months ended ended September 30, 1995 and 1994 and accumulated depreciation
    at September 30, 1995 and December 31, 1994 consisted of the following:
                                                                                     Accumulated Depreciation
                                            Depreciation Expense                      Sept. 30,      Dec. 31,
                                             1995            1994                       1995           1994
<S>                                            <C>           <C>                        <C>          <C>        
Buildings and improvements                     $263,771      $263,772                   3,200,190    $2,936,419 
Equipment, furnishings and fixtures               8,943         7,984                   1,119,214     1,110,271 

                                               $272,714      $271,756                  $4,319,404    $4,046,690 

Each of the properties is encumbered by a nonrecourse mortgage note payable (see Note 6).


3. Property (Continued)

Property, at cost, consisted of the following at September 30, 1995:

                                        Gross Amount At Which Carried
                                             at Close of Period

                                           Bldgs.         Equip.,
        Property                             and           Furn.                        Accum.
      Description            Land           Impr.         & Fixt.         Total          Depr.
Villas at Sin Vacas,
  a 72-unit residential
  rental complex located
<S>                           <C>           <C>             <C>           <C>           <C>       
  in Tucson, Arizona          $822,059      $4,023,738      $368,438      $5,214,235    $1,354,083

Autumn Ridge, a 96-unit
  residential rental
  complex located in
  Colorado Springs,
  Colorado                   1,242,061       6,063,055       384,601       7,689,717     1,757,793

Villa Antigua, an 88-unit
  residential rental
  complex located in
  Scottsdale, Arizona        1,612,908       3,980,963       400,519       5,994,390     1,207,528

                            $3,677,028     $14,067,756    $1,153,558     $18,898,342    $4,319,404


</TABLE>

<PAGE>


4.  Cash and Cash Equivalents:

Cash and cash  equivalents at September 30, 1995 and December 31, 1994 consisted
of the following:


                                                   September 30,     December 31
                                                        1995              1994
Cash on hand .............................           $ 73,924           $ 19,992
Money market accounts ....................            489,214            175,415

                                                     $563,137           $195,407

5.  Joint Venture and Property Acquisitions:

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 joint venture, the accounts and operations of the 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
$119,757. At September 30, 1995, the total capital contributions and acquisition
costs incurred were $2,558,527 and $418,686, 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  8.75%  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 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.

Autumn Ridge

On July 16, 1986, the Partnership  acquired Autumn Ridge, a 96-unit  residential
property located in Colorado Springs,  Colorado and  simultaneously  contributed
the property to a joint venture comprised of the Partnership and an affiliate of
the property  developer.  Since the Partnership owns a majority  interest in the
joint  venture,  the  accounts  and  operations  of the 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 joint  venture.  Since  completion of
construction,   the  Partnership  has  made  additional  contributions  totaling
$314,097.  At September 30, 1995 the total capital contributions and acquisition
costs incurred were $4,182,595 and $497,475, 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 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 joint  venture,  the accounts and  operations of the
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 joint  venture.  Since  completion of
construction,   the  Partnership  has  made  additional  contributions  totaling
$60,832,  $29,376 of which was  contributed  in 1992. At September 30, 1995, the
total capital  contributions and acquisition costs were $2,555,509 and $381,729,
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  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 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.

6.  Mortgage Notes Payable:

All of the property  owned by the  Partnership  is pledged as collateral for the
nonrecourse  mortgage  notes  payable  outstanding  at  September  30,  1995 and
December 31, 1994 which consisted of the following:
                                                September 30,       December 31,
                                                    1995                 1994
Villas at Sin Vacas ....................          $2,476,323          $2,502,323
Autumn Ridge ...........................           3,173,540           3,206,886
Villa Antigua ..........................           3,077,372           3,109,682

                                                  $8,727,235          $8,818,891

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.

Autumn Ridge
On June 30, 1992,  Autumn Ridge 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 September  30, 1995 and December 31, 1994  consisted of the
following:

                                                   September 30,    December 31,
                                                         1995            1994
Villas at Sin Vacas ........................           $ 9,415           $ 9,514
Autumn Ridge ...............................            12,066            12,193
Villa Antigua ..............................            11,700            11,823

                                                       $33,181           $33,530

The aggregate  principal amounts of long term borrowings due during the calendar
years 1995 through 1997, respectively,  are as follows, $123,587,  $135,348, and
$8,559,930.

7.  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.

8.  Related-Party Transactions:

Due to  affiliates  at September  30, 1995 and  December  31, 1994  consisted of
reimbursable  costs payable to Berry and Boyle Inc., an affiliate of the General
Partners, in the amounts of $2,665 and $10,190, respectively.

For  the  nine  months  ended   September   30,  1995  and  1994,   general  and
administrative  expenses included $52,411 and $49,397,  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 Berry
and Boyle, a California Limited  Partnership  ("Berry and Boyle"),  which is the
principal limited partner of Management.  During the nine months ended September
30, 1995 and 1994,  $63,858 and $58,616,  respectively,  of property  management
fees were paid or accrued to Evans Withycombe, Inc.

Residential  Services,  the property manager of Autumn Ridge, is an affiliate of
the General Partners of the Partnership. For the nine months ended September 30,
1995 and 1994, $37,613 and $36,159,  respectively,  of property  management fees
were paid or accrued to Residential Services.



<PAGE>




                                                        -16-
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  September 30, 1995,
$184,258 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
1995, the aggregate net decrease in working capital  reserves was $40,304.  This
decrease resulted primarily from cash provided by operations of 434,468,  offset
by  distributions  to partners of $400,997 and $91,656 of principal  payments on
mortgage notes payable.

Property Status

Villas at Sin Vacas

As of  September  30,  1995,  the  property  was 83%  occupied,  compared to 92%
approximately one year ago. At September 30, 1995 and 1994, the market rents for
the various unit types were as follows:

                       Unit Type                           1995            1994
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  September  30,  1995,  the  property  was 95%  occupied,  compared to 92%
approximately one year ago. At September 30, 1995 and 1994, the market rents for
the various unit types were as follows:

                       Unit Type                          1995              1994
One bedroom one bath .......................            $  890            $  890
Two bedroom two bath .......................             1,099             1,099

Villa Antigua

As of  September  30,  1995,  the  property  was 95%  occupied,  compared to 97%
approximately one year ago. At September 30, 1995 and 1994, the market rents for
the various unit types were as follows:

                       Unit Type                           1995            1994
One bedroom one bath .........................           $  735           $  695
Two bedroom two bath .........................              953              923
Three bedroom two bath .......................            1,070              970

Results of Operations

For the three  months  ended  September  30, 1995,  the  Partnership  recognized
interest income earned on short term  investments of $20,048 and  administrative
expenses of $39,046, as well as its share of the income or losses allocated from
the Joint Ventures as follows:

                                            Sin            Autumn         Villa
                                           Vacas            Ridge       Antigua
Revenue .............................     $ 182,035      $ 271,004     $ 233,944

Expenses:
  General and administrative ........         1,800          1,800         1,800
  Operations ........................       111,724        142,003        80,043
  Depreciation and amortization .....        28,958         42,529        29,140
  Interest ..........................        56,593         72,526        70,329
                                            199,075        258,858       181,312
Net income (loss) ...................     ($ 17,040)     $  12,146     $  52,632

For the three  months  ended  September  30, 1994,  the  Partnership  recognized
interest income earned on short term  investments of $13,365 and  administrative
expenses of $29,859, as well as its share of the income or losses allocated from
the Joint Ventures as follows:

                                              Sin          Autumn         Villa
                                              Vacas         Ridge        Antigua
Revenue ..............................      $192,298      $247,107      $211,531

Expenses:
  General and administrative .........         1,677         1,677         1,677
  Operations .........................       102,747        89,783        79,709
  Depreciation and amortization ......        28,847        42,365        29,096
  Interest ...........................        57,366        74,517        71,290
                                             190,637       208,342       181,772
Net income (loss) ....................      $  1,661      $ 38,765      $ 29,759

For the nine  months  ended  September  30,  1995,  the  Partnership  recognized
interest income earned on short term  investments of $62,751 and  administrative
expenses  of  $123,975,  as well as its share of the income or losses  allocated
from the Joint Ventures as follows:
                                             Sin           Autumn         Villa
                                             Vacas          Ridge        Antigua
Total revenue ........................      $576,112      $754,499      $701,414

Expenses:
  General and administrative .........         5,400         5,296         5,400
  Operations .........................       294,140       352,121       244,915
  Depreciation and amortization ......        86,874       127,589        87,423
  Interest ...........................       170,373       218,342       211,726
                                             556,787       703,348       549,464
Net income (loss) ....................      $ 19,325      $ 51,151      $151,950

For the nine  months  ended  September  30,  1994,  the  Partnership  recognized
interest income earned on short term  investments of $37,863 and  administrative
expenses  of  $102,186,  as well as its share of the income or losses  allocated
from the Joint Ventures as follows:

                                                                 
                                              Sin          Autumn        Villa
                                             Vacas          Ridge        Antigua
Total revenue ........................      $564,778      $725,458      $615,045

Expenses:
  General and administrative .........         5,031         5,329         5,031
  Operations .........................       260,141       253,177       231,705
  Depreciation and amortization ......        86,544       127,093        87,291
  Interest ...........................       172,641       222,248       214,544
                                             524,357       607,847       538,571
Net income (loss) ....................      $ 40,421      $117,611      $ 76,474


Comparison of Operating Results for the Nine Months Ended September 30, 1995 and
1994:

Interest  income  increased  66% as a result  of  higher  interest  rates on the
Partnership's  short  term  investments.  General  and  administrative  expenses
increased 19% due to increased  legal expense and printing and mailing  expense.
Operating  expenses  increased  20% as a result  of  increases  in  repairs  and
maintenance, salaries and wages, and advertising and promotion.

Thus far in 1995, the Partnership has made the following cash  distributions  to
its Partners:

                               Feb. 15        May 15       Aug 15        Total
Limited Partners .......      $137,789      $121,579      $121,579      $380,947
General Partners .......         7,252         6,399         6,399        20,050

                              $145,041      $127,978      $127,978      $400,997



<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.



                              BERRY AND BOYLE CLUSTER HOUSING PROPERTIES
                                 (Partnership)

                                    BY:  BERRY AND BOYLE MANAGEMENT
                                            A General Partner

                                            BY:  BERRY AND BOYLE INC.
                                                 A General Partner



                              By: _________________________________
                                   James E. Glynn
                                   Treasurer


Date:  ____________, 1995




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<PERIOD-END>                                                        Sep-30-1995
<CASH>                                                                  563,137
<SECURITIES>                                                            985,896
<RECEIVABLES>                                                                 0
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