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, 1999
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)
(formerly Berry and Boyle Cluster Housing Properties)
(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)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units of Limited
Partnership Interests
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 ___
<PAGE>
CLUSTER HOUSING PROPERTIES
(a California Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------
<TABLE>
ASSETS March 31,
1999 December 31,
(Unaudited) 1998
Assets
<S> <C> <C>
Cash and cash equivalents $246,962 $273,377
--------------- ---------------
Total assets $246,962 $273,377
=============== ===============
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Accounts payable $13,037 $13,037
Accrued expenses 5,470 17,228
Due to affiliates (Note 6) 10,829 9,884
--------------- ---------------
Total liabilities 29,336 40,149
General Partners' deficit (2,377) (2,221)
Limited Partners' equity 220,003 235,449
--------------- ---------------
Total liabilities and partners' equity $246,962 $273,377
=============== ===============
<PAGE>
CLUSTER HOUSING PROPERTIES
(a California Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three
Months
Ended
March 31,
1999 1998
---- ----
Revenue:
<S> <C> <C>
Rental income $ - $261,865
Interest income 2,753 4,977
--------------- ---------------
Total Revenue 2,753 266,842
Expenses:
Operations - 101,603
Interest expense - 69,671
Depreciation and amortization - 3,640
General and administrative 18,356 60,535
--------------- ---------------
Total Expenses 18,356 235,449
--------------- ---------------
Net income (loss) ($15,602) $31,393
=============== ===============
Net income (loss) allocated to:
General Partners ($156) $1,570
Basic and diluted per unit Net income (loss) allocated to Investor Limited
Partner interest:
32,421 units issued ($0.48) $0.92
<PAGE>
CLUSTER HOUSING PROPERTIES
(a California Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
Investor Total
General Limited Partners'
Partners Partners Equity
<S> <C> <C> <C>
Balance at December 31, 1997 ($127,847) $3,185,545 $3,057,698
Cash distributions - (3,242,100) (3,242,100)
Net income 125,626 292,004 417,630
---------------- --------------- ---------------
Balance at December 31, 1998 (2,221) 235,449 233,228
Cash distributions - - -
Net loss (156) (15,446) (15,602)
---------------- --------------- ---------------
Balance at March 31, 1999 ($2,377) $220,003 $217,626
================ =============== ===============
<PAGE>
CLUSTER HOUSING PROPERTIES
(a California Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
Cash flows from operating activities: 1999 1998
---- ----
<S> <C> <C>
Interest received $2,753 $4,977
Cash received from rental income - 262,776
General and administrative expenses (29,169) (48,188)
Operations expense - (192,572)
Interest paid - (69,671)
--------------- --------------
Net cash provided by (used in) operating (26,415) (42,678)
activities
Cash flows from investing activities:
Capital improvements - (2,261)
Deposit with escrow agent - 33,367
--------------- --------------
Net cash provided by investing activities - 31,107
Cash flows from financing activities:
Principal payments on mortgage notes payable - (14,260)
--------------- --------------
Net cash used in financing activities - (14,260)
--------------- --------------
Net increase (decrease) in cash and cash (26,415) (25,832)
equivalents
Cash and cash equivalents at beginning of the 273,377 421,580
period
--------------- --------------
Cash and cash equivalents at end of the period $246,962 $395,748
=============== ==============
<PAGE>
CLUSTER HOUSING PROPERTIES
(a California Limited Partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Reconciliation of net income (loss) to net cash (used in) provided by operating
activities:
Three Months Ended
March 31,
1999 1998
---- ----
<S> <C> <C>
Net income (loss) ($15,602) $31,393
Adjustments to reconcile net income (loss) to net cash
(used in)
provided by operating activities:
Depreciation and amortization - 3,640
Change in assets and liabilities net of effects
of investing and financing activities:
Decrease in real estate tax escrows - (12,393)
Decrease prepaid expenses - (48)
Decrease in accounts receivable - 1,400
Decrease in accounts payable and accrued expenses (11,758) (101,046)
Increase in due to affiliates 945 33,465
Decrease in rent received in advance - (1,984)
Increase in tenant security deposits - 2,895
--------------- ---------------
Net cash (used in) provided by operating activities ($26,415) ($42,678)
=============== ===============
</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 March 31, 1999, the
total number of Limited Partners was 1,901. 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.
As of March 31, 1999, the Partnership has sold substantially all of the assets
and is in its final liquidation. Once all Partnership obligations have been
satisfied, the remaining Partnership funds, if any, are anticipated to be
distributed to the Limited Partners. Such funds, if any, are expected to be
modest in amount. It is anticipated that the Partnership will be liquidated
during 1999.
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),
Pinecliff (Pinecliff), formerly Autumn Ridge Joint Venture, 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. Refer to Note 4 regarding the
termination of the Joint Ventures and the sale of Sin Vacas, Villa
Antigua and Pinecliff.
The Partnership follows the accrual basis of accounting.
The Partnership considers itself to have been engaged in only one
industry segment, real estate.
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. 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
2. Significant Accounting Policies, continued:
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
D. 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
As of December 31, 1997, the Partnership recorded its property as
Assets Held for Sale on the consolidated balance sheets. Accordingly
the Partnership stopped depreciating these assets effective January 1,
1998.
E. Deferred Expenses
Costs of obtaining or extending mortgages on the properties are being
amortized over the mortgage term using the straight-line method, which
approximates the effective interest method.
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.
H. Long-Lived Assets
The Partnership utilizes the provisions of SFAS No. 121, Accounting for
the Impairment of Long -Lived Assets and for Long-Lived Assets to be
Disposed Of, to review for impairment. Recoverability of assets to be
held and used is measured by a comparison of the carrying amount of an
asset to future net cash flows expected to be generated by the asset.
If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of
the assets exceeds the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less
costs to sell.
<PAGE>
3. Cash and Cash Equivalents:
Cash and cash equivalents at March 31, 1999 and December 31, 1998 consisted of
the following:
1999 1998
---- ----
Cash on hand $ 246,962 $ 273,377
4. Joint Venture and Property Acquisitions:
The Partnership had invested in three properties located in Scottsdale and
Tucson, Arizona and Colorado Springs, Colorado. The Partnership held a majority
interest in these properties and controlled the operations of the joint
ventures.
Sin Vacas
On October 25, 1985, the Partnership acquired a majority interest in the Sin
Vacas Joint Venture, which owned and operated the Villas at Sin Vacas, a 72-unit
residential property located in Tucson, Arizona. Since the Partnership owned a
majority interest in the Sin Vacas Joint Venture, the accounts and operations of
the Sin Vacas Joint Venture have been consolidated into the Partnership.
The co-venture partner was an affiliate of Evans Withycombe, Inc. ("EWI"), a
Phoenix based residential development, construction and management firm. EWI s
also the developer of the Sin Vacas property.
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
$275,167. The total capital contributions and acquisition costs incurred were
$2,713,937 and $418,686, respectively.
JANUARY 1, 1996 THROUGH MAY 13, 1996
Net cash from operations (as defined in the joint venture agreement) was 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 were
allocated 99% to the Partnership and 1% to the co-venturer.
All profits from operations, to the extent of cash distributions were 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.
<PAGE>
4. Joint Venture and Property Acquisitions, continued:
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 owned and operated 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 the
Partnership.
The co-venture partner was an affiliate of Evans Withycombe, Inc. ("EWI"), a
Phoenix based residential development, construction and management firm. EWI is
also the developer of the Villa Antigua property.
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 $85,440. The total capital contributions and acquisition costs incurred
were $2,580,117 and $381,729, respectively.
JANUARY 1, 1996 THROUGH MAY 13, 1996
Net cash from operations (as defined in the joint venture agreement) was 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
were allocated 99% to the Partnership and 1% to the co-venturer.
All profits from operations, to the extent of cash distributions, were 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
affected by the relative balances in the individual partners' capital accounts.
<PAGE>
4. Joint Venture and Property Acquisitions, continued:
Sin Vacas and Villa Antigua
MAY 14, 1996 THROUGH NOVEMBER 25, 1997
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
and delivery of certain mutual releases, EWI (i) relinquished 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) assigned 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), which resulted in the dissolution of the Sin
Vacas Joint Venture and the Villa Antigua Joint Venture. EWI may still share in
the cash flow distributions or proceeds from sale of the properties if certain
performance levels are met.
On November 25, 1997, Villa Sin Vacas was sold pursuant to the terms of a Sale
Agreement and escrow Instructions (the "Agreement") dated May 6, 1997, as
amended. Villas Sin Vacas was sold to Villas Sin Vacas Townhome Ventures Limited
Partnership, an Arizona Limited Partnership unaffiliated with the Partnership,
the assignee of Capital Management Systems, Inc., a Pennsylvania Corporation.
The net selling price for Villas Sin Vacas was $4,952,091 subject to certain
customary adjustments. The Partnership repaid first mortgage financing in the
amount of $2,396,000 at closing utilizing a portion of proceeds from the sale.
The Partnership recorded a gain on sale of approximately $975,000 during 1997.
On October 10, 1997, Villa Antigua was sold pursuant to the terms of a Sale
Agreement and escrow Instructions (the "Agreement") dated May 6, 1997, as
amended. Villa Antigua was sold to Villa Sin Antigua Condominium Ventures
Limited Partnership, an Arizona Limited Partnership unaffiliated with the
Partnership, the assignee of Capital Management Systems, Inc., a Pennsylvania
Corporation. The net selling price for Villa Antigua was $6,141,526 subject to
certain customary adjustments. The Partnership repaid first mortgage financing
in the amount of $3,010,362 at closing utilizing a portion of proceeds from the
sale. The Partnership recorded a gain on sale of approximately $1,307,000 during
1997.
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 owned a majority interest in the Autumn Ridge Joint Venture, the
accounts and operations of the Autumn Ridge Joint Venture have been consolidated
into the Partnership.
The co-venture partner was Highland Properties, Inc. ("Highland") a Colorado
based residential development, construction and management firm. Highland
developed the property known as L'Auberge Pinecliff.
<PAGE>
4. Joint Venture and Property Acquisitions, continued:
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 $318,811. At December 31, 1998, the total capital contributions and
acquisition costs incurred were $4,192,309 and $497,475, respectively.
JANUARY 1, 1996 THROUGH JULY 2, 1996:
Net cash from operations (as defined in the joint venture agreement) was 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
were allocated 100% to the Partnership.
All profits from operations, to the extent of cash distributions, were 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
affected by the relative balances in the individual partners' capital accounts.
JULY 3, 1996 THROUGH MAY 28, 1998
On July 3, 1996, the Partnership and certain affiliates consummated an agreement
with Highland Properties, Inc. ("Highland") which separated the interests of
Highland and the Partnership, thus affording the Partnership greater flexibility
in the operation and disposition of the property. In consideration of a payment
by the Partnership to Highland totaling $7,718, and delivery of certain mutual
releases, Highland (i) relinquished its option to exercise its rights of first
refusal with regard to the sale of the property and (ii) assigned all of its
interest in the L'Auberge Pinecliff Joint Venture to the Partnership, (while
preserving the economic interests of the venturer in these Joint Ventures),
which resulted in the dissolution of the L'Auberge Pinecliff Joint Venture.
Highland may still share in the cash flow distributions or proceeds from sale of
the properties if certain performance levels are met.
On May 28, 1998, the Partnership sold Pinecliff, its final real estate asset.
Pinecliff was sold to G&I Pinecliff LLC, a Delaware limited liability company
unaffiliated with the Partnership. The net sales price for Pinecliff was
$6,248,652, subject to certain customary adjustments, including a credit to the
purchaser of $360,000 for capital improvements. The Partnership repaid mortgage
financing in the amount of $3,041,860 at closing utilizing a portion of proceeds
from the sale. The Partnership recorded a gain on sale of $452,214 during 1998.
5. 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 would be
different than described above in the case of certain events as defined in the
Partnership Agreement, such as the sale of an interest in a joint venture
partnership.
6. Related-Party Transactions:
L'Auberge Communities, Inc. is a General Partner of L'Auberge Communities,
which owns a 99% interest in GP L'Auberge Communities, L.P. (formerly Berry and
Boyle Management). Due to affiliates at March 31, 1999 and 1998 consisted of
reimbursable costs payable to L'Auberge Communities, Inc., an affiliate of the
General Partners, in the amounts of $10,829 and $9,884, respectively.
For the three months ended March 31, 1999 and 1998, general and administrative
expenses included $ -0- and $19,289, respectively, of salary reimbursements paid
to the General Partners for certain administrative and accounting personnel who
perform services for the Partnership.
The officers and principal shareholders of EWI, the developer 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.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
At March 31, 1999, the Partnership had cash and cash equivalents of $246,962
compared with $273,377 at December 31, 1998. The aggregate net decrease of
$26,415 resulted from the cash needed for operations including investor
services, and legal and accounting fees.
Property Status
On May 28, 1998, the Partnership sold its final real estate asset, Pinecliff, a
96-unit multi-family rental property in Colorado Springs, Colorado. Pinecliff
was sold to G&I Pinecliff LLC, a Delaware limited liability company unaffiliated
with the Partnership. The purchase price for Pinecliff was $6,700,000, subject
to certain customary adjustments and a $360,000 credit to the purchaser. The
Partnership repaid mortgage financing in the approximate amount of $3,041,860 at
closing utilizing a portion of proceeds from the sale. The Partnership realized
net proceeds of approximately $3,145,390 from the sale of Pinecliff.
During the fourth quarter of 1997, the Partnership sold two properties: (1)
Villas at Sin Vacas, a 72-unit multifamily rental property in Tucson, Arizona,
which was sold in November 1997; and (2) Villa Antigua, an 88-unit multifamily
rental property in Scottsdale, Arizona, which was sold in October 1997. The
ownership of each property was formerly structured as a Joint Venture in which
the Partnership owned a majority interest. With regard to the termination of the
Joint Ventures and the sales of properties, see Note 4 of Notes to Consolidated
Financial Statements.
Results of Operations
For the three months ended March 31, 1999 the Partnership's operating results
were comprised of partnership level interest income earned on short term
investments, reduced by administrative expenses. A summary of these operating
results appears below.
<TABLE>
Partnership
<S> <C>
Total revenue $2,753
Expenses:
General and administrative 18,356
Operations -
Depreciation and amortization -
Interest -
------------
18,356
------------
Net income (15,602)
============
For the three months ended March 31, 1998 the Partnership's operating results
were comprised of its share of the income and expenses from Pinecliff, as well
as partnership level interest income earned on short term investments, reduced
by administrative expenses. A summary of these operating results appears below.
L'Auberge Investment Consolidated
Pinecliff Partnership Total
<S> <C> <C> <C>
Total revenue $263,261 $3,581 $266,842
Expenses:
General and administrative 60,535 60,535
Operations 101,538 65 101,603
Depreciation and amortization 3,640 3,640
Interest 69,671 69,671
-------------- ------------ ---------------
174,849 60,600 235,449
-------------- ------------ ---------------
Net income 88,412 (57,019) $31,393
============== ============ ===============
</TABLE>
Comparison of Operating Results for the Three Months Ended March 31, 1999 and
1998:
Partnership operations for the three months ended March 31, 1999 generated net
loss of $15,602 compared with net income of $31,393 for the corresponding period
in 1998. Due to the fact that all of the properties have been sold and the
Partnership is in its final liquidation, there were no operating revenues or
expenses for the three months ended March 31, 1999. Likewise, general and
administrative expenses have decreased by $42,246 or 70% primarily due to a
reduction in professional services from March 1998 in connection with the sale
of the properties, as well as lower accounting and investor services for the
first quarter of 1999.
<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. Exhibit 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 12, 1999
<PAGE>
EXHIBIT INDEX
Exhibit
No.
(4)(a)(1) Amended and Restated Certificate and Agreement of Limited Partnership
(included in Partnership's Registration Statement No. 2-86262,
declared effective on March 22, 1984 (the "Registration Statement")
and incorporated herein by reference).
(4)(a)(2) Seventeenth Amendment to Amended and Restated Certificate and
Agreement of Limited Partnership dated May 31, 1990 (included as an
exhibit to the Partnership's Form 10-K for the fiscal year ended
December 31, 1990 and incorporated herein by reference).
(4)(b) Subscription Agreement (included as an Exhibit in the Registration
Statement and incorporated herein by reference).
(10)(a) Property management agreement between Autumn Ridge Joint Venture and
Berry and Boyle Residential Services.(included as an exhibit to the
Partnership's Form 10-K for the fiscal year ended December 31, 1990
and incorporated herein by reference).
(10)(b) Property management agreement regarding Sin Vacas between Cluster
Housing Properties and L'Auberge Communities Inc. dated May 15, 1996.
(10)(c) Property management agreement regarding Villa Antigua between Cluster
Housing Properties and L'Auberge Communities Inc. dated November 30, 1996.
(10)(d) Documents pertaining to the permanent loan refinancing for the Sin
Vacas Joint Venture (included as an exhibit to the Partnership's Form
10-K for the fiscal year ended December 31, 1992 and incorporated
herein by reference).
(10)(e) Documents pertaining to the permanent loan refinancing for the Autumn
Ridge Joint Venture (included as an exhibit to the Partnership's Form
10-K for the fiscal year ended December 31, 1992 and incorporated
herein by reference).
(10)(f) Documents pertaining to the permanent loan refinancing for the Villa
Antigua Joint Venture (included as an exhibit to the Partnership's
Form 10-K for the fiscal year ended December 31, 1992 and
incorporated herein by reference).
(10)(g) First Amendment to Joint Venture Agreement of L'Auberge Pinecliff
Joint Venture and Related Assignment of Joint Venture Interest.
(10)(h) Agreement regarding Villa Sin Vacas Joint Venture
(10)(i) Agreement regarding Villa Antigua Joint Venture
(10)(j) Purchase and Sale Agreement and Escrow Instructions between Cluster
Housing Properties and DRA Advisors, Inc. related to the sale of
Pinecliff dated January 15, 1998.
(27) Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1999
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0
0
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</TABLE>
