-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VKtCIFrWJHSplKYrSur+X4oDoVfQsw8XI3JThrEqx0qs3z9Mw9DNN/lCquzu8rv/ hD0jwGkOvus9n5Eppp4OTg== 0000726995-99-000010.txt : 19990813 0000726995-99-000010.hdr.sgml : 19990813 ACCESSION NUMBER: 0000726995-99-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLUSTER HOUSING PROPERTIES CENTRAL INDEX KEY: 0000726995 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 042817478 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-13556 FILM NUMBER: 99685109 BUSINESS ADDRESS: STREET 1: 5110 LANDGALE WAY CITY: COLORADO SPRINGS STATE: CO ZIP: 80906 BUSINESS PHONE: 7195270544 MAIL ADDRESS: STREET 1: 5110 LANGDALE WAY CITY: COLORADO SPGS STATE: CO ZIP: 80906 FORMER COMPANY: FORMER CONFORMED NAME: BERRY & BOYLE CLUSTER HOUSING PROPERTIES DATE OF NAME CHANGE: 19920703 10-Q 1 10-Q FOR THE QUARTER ENDED JUNE 30, 1999 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 June 30, 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 ___ CLUSTER HOUSING PROPERTIES (a California Limited Partnership) AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS ....................................................... June 30, 1999 December 31, (Unaudited) 1998 Assets Cash and cash equivalents .............................................................................. $ 226,734 $ 273,377 --------- --------- Total assets .................................................................................. $ 226,734 $ 273,377 ========= ========= LIABILITIES AND PARTNERS' EQUITY (DEFICIT) Accounts payable ....................................................................................... $ 13,037 $ 13,037 Accrued expenses ....................................................................................... 4,325 17,228 Due to affiliates (Note 6) ............................................................................. 14,745 9,884 --------- --------- Total liabilities ............................................................................. 32,107 40,149 General Partners' deficit .............................................................................. (2,607) (2,221) Limited Partners' equity ............................................................................... 197,234 235,449 --------- --------- Total liabilities and partners' equity ......................................................... $ 226,734 $ 273,377 ========= ========= CLUSTER HOUSING PROPERTIES (a California Limited Partnership) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Six Months Ended Ended June 30, June 30, 1999 1998 1999 1998 ---- ---- ---- ---- Revenue: Rental income $ - $152,747 $ - $414,612 Interest income 2,479 17,252 5,232 22,229 Gain from sale of properties - - - 452,214 --------------- --------------- --------------- --------------- Total Revenue 2,479 169,999 5,232 889,055 Expenses: Operations - 81,058 - 182,661 Interest expense - 47,713 - 117,384 Depreciation and amortization - 4,248 - 7,888 General and administrative 25,477 44,963 43,833 105,498 --------------- --------------- --------------- --------------- Total Expenses 25,477 177,982 43,833 413,431 --------------- --------------- --------------- --------------- Net income (loss) ($22,998) ($7,983) ($38,601) $475,624 =============== =============== =============== =============== Net income (loss) allocated to: General Partners ($230) ($80) ($386) $7,618 Basic and diluted per unit Net income (loss) allocated to Investor Limited Partner interest: 32,421 units issued ($0.70) ($0.24) ($1.18) $14.44 CLUSTER HOUSING PROPERTIES (a California Limited Partnership) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT) Investor Total General Limited Partners' Partners Partners Equity 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 (386) (38,215) (38,601) --------------- --------------- --------------- Balance at June 30, 1999 ($2,607) $197,234 $194,627 =============== =============== =============== CLUSTER HOUSING PROPERTIES (a California Limited Partnership) AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, Cash flows from operating activities: 1999 1998 ---- ---- Interest received $5,232 $22,229 Cash received from rental income - 379,073 General and administrative expenses (51,875) (129,440) Operations expense - (321,707) Interest paid - (129,014) --------------- --------------- Net cash used in operating activities (46,643) (178,859) Cash flows from investing activities: Proceeds from sale of properties 6,608,653 Capital improvements - (361,293) Deposit with escrow agent - 42,297 --------------- --------------- Net cash provided by investing activities - 6,289,657 Cash flows from financing activities: Deposits - 1,335 Principal payments on mortgage notes payable - (3,058,800) --------------- --------------- Net cash used in financing activities - (3,057,465) --------------- --------------- Net increase (decrease) in cash and cash equivalents (46,643) 3,053,332 Cash and cash equivalents at beginning of the period 273,377 421,580 --------------- --------------- Cash and cash equivalents at end of the period $226,734 $3,474,912 =============== =============== 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: Six Months Ended June 30, 1999 1998 ---- ---- Net income (loss) ($38,601) $475,624 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization - 7,888 Gain from sale of property - (452,214) Change in assets and liabilities net of effects of investing and financing activities: Decrease in real estate tax escrows - 24,037 Decrease prepaid expenses - 537 Decrease in accounts receivable - (3,201) Decrease in accounts payable and accrued expenses (12,903) (187,075) (Decrease) increase in due to affiliates 4,861 (8,916) Decrease in rent received in advance - (1,984) Increase in tenant security deposits - (33,555) --------------- --------------- Net cash used in operating activities ($46,643) ($178,859) =============== ===============
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 June 30, 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 June 30, 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. 3. Cash and Cash Equivalents: Cash and cash equivalents at June 30, 1999 and December 31, 1998 consisted of the following: 1999 1998 ---- ---- Cash on hand $ 226,734 $ 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. 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. 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. 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. 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 June 30, 1999 and 1998 consisted of reimbursable costs payable to L'Auberge Communities, Inc., an affiliate of the General Partners, in the amounts of $14,745 and $9,884, respectively. For the six months ended June 30, 1999 and 1998, general and administrative expenses included $ 13,778 and $32,386, respectively, of salary reimbursements paid to the General Partners for certain administrative and accounting personnel who perform services for the Partnership. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources At June 30, 1999, the Partnership had cash and cash equivalents of $226,734 compared with $273,377 at December 31, 1998. The aggregate net decrease of $46,643 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 June 30, 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. Partnership Total revenue $2,479 Expenses: General and administrative 25,477 Operations - Depreciation and amortization - Interest - ------------ 25,477 ------------ Net income (22,998) ============ For the three months ended June 30, 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 Total revenue $154,740 $15,259 $169,999 Expenses: General and administrative - 44,963 44,963 Operations 79,839 1,219 81,058 Depreciation and amortization 4,248 - 4,248 Interest 47,713 - 47,713 -------------- --------------- -------------- 131,800 46,182 177,982 ------------ --------------- -------------- Net income (loss) from operations $22,940 ($30,923) ($7,983) ------------ --------------- -------------- Gain from sale of property 452,214 452,214 ------------- --------------- -------------- Net income $475,154 ($30,923) $444,231 ============= =============== ============== For the six months ended June 30, 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. Partnership Total revenue $5,232 Expenses: General and administrative 43,833 Operations - Depreciation and amortization - Interest - ------------ 43,833 ------------ Net income (38,601) ============ For the six months ended June 30, 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 Total revenue $418,001 $18,840 $436,841 Expenses: General and administrative - 105,498 105,498 Operations 181,377 1,284 182,661 Depreciation and amortization 7,888 - 7,888 Interest 117,384 - 117,384 ------------- --------------- --------------- 306,649 106,782 413,431 ------------- --------------- --------------- Net loss from operations 111,352 (87,942) 23,410 ------------- --------------- --------------- Gain from sale of property 452,214 452,214 ------------- --------------- --------------- Net income $563,566 ($87,942) $475,624 ============= =============== ===============
Comparison of Operating Results for the Six Months Ended June 30, 1999 and 1998: Partnership operations for the six months ended June 30, 1999 generated net loss of $38,601 compared with net income of $475,624 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 six months ended June 30, 1999. Likewise, general and administrative expenses have decreased by $61,665 or 58% primarily due to a reduction in professional services from June 1998 in connection with the sale of the properties, as well as lower accounting and investor services for 1999. 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: August 12, 1999 EXHIBIT INDEX Exhibit No. Page (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 EX-27 2 FDS --
5 3-MOS Dec-31-1999 Jun-30-1999 226,734 0 0 0 0 0 0 0 226,734 32,107 0 0 0 0 194,627 226,734 0 5,232 0 0 43,833 0 0 0 0 0 0 0 0 (38,601) 0 0
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