UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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 number: 0-14533
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Maryland 52-1322906
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7200 Wisconsin Avenue, 11th floor, Bethesda, Maryland 20814
(Address of principal executive offices) (Zip Code)
(301) 654-3100 (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: Assignee Units
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 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 .
There is no public trading market for the Assignee Units (AUs). Therefore,
the AUs had neither a market selling price nor an average bid or asked price
within the 60 days prior to the date of this filing.
Index to Exhibit is found on page 4.
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
The Balance Sheets for Oxford Residential Properties I Limited Partnership
("ORP" or the "Partnership") as of September 30, 1995 and December 31, 1994,
the Statements of Operations for the three- and nine-month periods ended
September 30, 1995 and 1994, the Statement of Partners' Capital as of
September 30, 1995, the Statements of Cash Flows for the nine-month periods
ended September 30, 1995 and 1994, and the notes thereto, are incorporated
by reference to sequentially numbered pages 13 through 18 of ORP's
Quarterly Report (Unaudited) dated September 30, 1995, attached as Exhibit
20 (The "Quarterly Report").
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
A discussion of ORP's financial condition and results of operations for the
nine-month period ended September 30, 1995, is incorporated herein by
reference to sequentially numbered pages 6-12 entitled "Report of Management"
included in ORP's Quarterly Report (Unaudited).
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
For a list of Exhibits as required by Item 601 of Regulation S-K, see
Exhibit Index on page 4 of this report.
(b) Reports on Form 8-K.
None
No other items were applicable.
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Oxford Residential Properties I Limited Partnership
By: Oxford Residential Properties I Corporation
Managing General Partner of the Registrant
Date: 11/17/95 By: Donald M. Boardman
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: 11/17/95 By: Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 11/17/95 By: Richard R. Singleton
Senior Vice President and
Chief Operating Officer
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
EXHIBIT INDEX
(Listed according to the number assigned in the Exhibit Table in Item 601
of Regulation S-K.)
(11) Statement regarding computation of per assignee unit earnings.
The information to compute earnings per assignee unit is provided in the
consolidated financial statements and notes thereto of the Oxford Residential
Properties I Limited Partnership's Quarterly Report (Unaudited) to Assignee
Unit Holders, attached as Exhibit 20 (sequentially numbered pages 13-18)
(20) Report furnished to Security Holders.
Oxford Residential Properties I Limited Partnership's Quarterly Report
(Unaudited) dated September 30, 1995, follows on sequentially numbered
pages 5 through 18 of this report.
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
September 30, 1995
CONTENTS
Report of Management
Average Occupancy
Summary of Project Data
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Partners' Capital
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Instructions for Investors who wish to reregister or transfer ORP
Assignee Units
REPORT OF MANAGEMENT
The following report provides additional information about the consolidated
financial condition of Oxford Residential Properties I Limited Partnership
("ORP" or the "Partnership") as of September 30, 1995, and its consolidated
results of operations and cash flows for the nine-month period ended
September 30, 1995. This report and analysis should be read together
with the consolidated financial statements and related notes thereto and
the selected consolidated financial data appearing elsewhere in this
Quarterly Report.
Recent Developments
On May 25, 1995, an affiliate of ORP and its managing general partner,
Oxford Residential Properties I Corporation ("Managing General Partner"),
completed a tender offer ("Affiliate Tender"), in which the affiliate
acquired approximately 5,000 assignee units of limited partnership of ORP
("Units") at a price of $332 per Unit. Subsequent to the termination of the
Affiliate Tender, ORP determined that additional Assignee Unit Holders were
interested in selling their Units for the same price offered in the Affiliate
Tender. On June 20, 1995, ORP advised its Assignee Unit Holders that it would
purchase on a "first come, first served" basis at any time on or before
September 11, 1995, unless sooner terminated, all Units up to an aggregate
of 600 Units at a price of $332 per Unit net to the seller in cash without
interest ("Issuer Tender"). The Issuer Tender has been extended to March 31,
1996. Since August 1995, ORP has purchased, in the aggregate, 528 Units at a
price of $332 per Unit.
Liquidity and Capital Resources
Current Position. At September 30, 1995, ORP held $1,741,153 in cash, cash
equivalents, and the working capital reserve, compared to $2,099,361 at
December 31, 1994. The decrease of $358,208 in cash, cash equivalents, and
the working capital reserve is primarily attributable to: (i) the purchase of
Assignee Units totaling approximately $174,300, and (ii) the payment of fees
and expenses totaling $276,671, in the aggregate, in connection with
securities filings and in related communications with its partners required
by ORP in response to tender offers made earlier this year by certain
affiliated and nonaffiliated entities, and in defense and settlement of the
action filed on April 11, 1995 in the United States District Court for the
Central District of California, captioned Susan Burke v. Oxford Residential
Properties I Limited Partnership, et al. Other Assets shown on the Balance
Sheet increased $237,414 to $985,255 at September 30, 1995, from $747,841 at
December 31, 1994, primarily as a result of an increase in prepaid property
insurance and reserve for replacements and higher property tax escrows.
Other Assets include a Debt Service Payment Fund, a Recurring Replacement
Reserve Fund (for property improvements), a Property Insurance Escrow, and
a Property Tax Escrow for each of the Operating Partnerships totalling
$179,600, $240,904, $106,157, and $349,491, respectively. The Property
Insurance Escrows, Property Tax Escrows, and Recurring Replacement Reserve
Funds are funded and maintained monthy, as needed, from property income
(except security deposits), in accordance with formulas established in the
loan agreement or based on expenditures required in the following month.
Accounts Receivable and other Prepaid Expenses totaling $55,033 and
$54,070, respectively, are also included in Other Assets.
Unamortized deferred costs at September 30, 1995 were $644,269, compared to
$717,674 at December 31, 1994. These costs are being amortized over the
term of the mortgages.
Property Operations. ORP's future liquidity and level of cash distributions
are dependent upon the net operating income after debt service and capital
expenditures generated by ORP's four investment properties and proceeds from
any sale or refinancing of those properties. To the extent any individual
property does not generate sufficient cash to cover its operating needs,
including debt service, deficits would be funded by cash generated from the
other investment properties, if any, working capital reserves, if any, or
borrowings by ORP. Property improvements in the aggregate amount of $497,874
were made during the nine-month period ended September 30, 1995, compared to
$788,339 for the same period in 1994. Of the $497,874 of property
improvements, $368,456 was capitalized for financial statement purposes,
compared to $620,210 of the $788,339 of property improvements for the nine-
month period ended September 30, 1994.
Other Sources. Since 1994, 40% of the property management fees owed to NHP,
Inc. and certain of its affiliates ("NHP/PMI") have been subordinated to the
receipt by the Assignee Unit Holders of certain returns. As of
September 30, 1995 and 1994, deferred property management fees to NHP/PMI
amounted to $233,695 and $131,478, respectively.
Results of Operations
The net operating income before debt service, refurbishment expenses, and
capitalized property improvements, from each of the four investment
properties for the three- and nine-month periods ended September 30, 1995
and 1994 is as follows:
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
______________________________________________________________
Property 1995 1994 1995 1994
<S> <C> <C> <C> <C>
The Landings, Indianapolis, IN $112,075 $118,228 $ 356,110 $ 354,986
Shadow Oaks, Tampa, FL 120,688 122,064 329,693 376,731
Fairlane East, Dearborn, MI 386,635 325,219 1,187,898 1,000,419
Raven Hill, Burnsville, MN 277,236 219,055 745,204 619,424
$896,634 $784,566 $2,618,905 $2,351,560
</TABLE>
Three Months Ended September 30, 1995 versus Three Months Ended September 30,
1994.
In the aggregate, the net operating income before debt service, refurbishment
expenses, and capitalized property improvements reported by ORP for the
quarter ended September 30, 1995 increased by $112,068, or approximately
14.3%, compared to the quarter ended September 30, 1994. Set forth below
is a discussion of the properties which compares their respective operations
for the three-month periods ended September 30, 1995 and 1994.
Landings
Landings' net operating income for the quarter ended September 30, 1995
decreased by approximately 5.2% from the amount reported for the same period
in 1994. Revenues increased by approximately 3.1% and apartment expenses
increased by approximately 10.6% in 1995, as compared to the same period in
1994. The increase in apartment expenses is primarily attributable to an
increase in property taxes and maintenance expenses. Average occupancy for
the quarter ended September 30, 1995 decreased 3 percentage points to 95%
from the quarter ended September 30, 1994. During the quarter ended
September 30, 1995, ORP expended $19,185 on property improvements including
$13,586 capitalized for accounting purposes. Project improvements completed
during the quarter ended September 30, 1995 primarily include carpet, vinyl
floor and appliance replacements, HVAC repairs, and structural repairs.
This property is over 20 years old and requires attention to property
improvements and renovations on turnover to maintain the property's
competitive position.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended September 30, 1995
decreased by approximately 1.1% from the amount reported for the same period
in 1994. Revenues increased by approximately 4.4% and apartment expenses
increased by approximately 9.6%, as compared to the same period in 1994.
The increase in apartment expenses is primarily attributable to an increase
in utility expenses. Average occupancy for the quarter ended September 30,
1995 increased 2 percentage points to 95% from the quarter ended September 30,
1994. During the quarter ended September 30, 1995, ORP expended $21,755 on
property improvements, including $16,148 capitalized for accounting purposes.
Property improvements completed during the quarter ended September 30, 1995
primarily include carpet, vinyl floor and applicance replacements, HVAC
repairs, and updating of landscaping.
Fairlane East
Fairlane East's net operating income for the quarter ended September 30,
1995 increased by approximately 18.9% from the amount reported for the same
period in 1994. Revenues increased by approximately 3.8% and apartment
expenses decreased by approximately 12.8%, as compared to the same period in
1994. The decrease in apartment expenses is primarily attributable to a
decrease in property taxes due to statewide property tax reforms enacted in
1994 and a reduction in operating and maintenance expenses. Average
occupancy for the quarter ended September 30, 1995 increased 1 percentage
point to 99% from the quarter ended September 30 1994. During the quarter
ended September 30, 1995, ORP expended $98,736 on property improvements,
including $86,828 capitalized for accounting purposes. Property
improvements completed during the quarter ended September 30, 1995
primarily include fence and HVAC replacements, carpet, vinyl floor and
applicance replacements, interior painting, asphalt repairs, cabinet
replacements, interior renovations, structural repairs, roof replacements,
and lighting improvements.
Raven Hill
Raven Hill's net operating income for the quarter ended September 30, 1995
increased by approximately 26.6% from the amount reported for the same
period in 1994. Revenues increased by approximately 7.9% and apartment
expenses decreased by approximately 4.7%, as compared to the same period in
1994. The decrease in apartment expenses is primarily attributable to a
decrease in property taxes due to successful property tax appeals.
Average occupancy for the quarter ended September 30, 1995 decreased 3
percentage points to 93% from the quarter ended September 30, 1994. During
the quarter ended September 30, 1995, ORP expended $57,079 for property
improvements, including $37,392 capitalized for accounting purposes. Property
improvements completed during the quarter ended September 30, 1995 primarily
include asphalt repairs, carpet and vinyl replacements, appliance painting and
replacements, interior and exterior painting, plumbing repairs, purchase
of golf carts, and structural repairs.
Nine Months Ended September 30, 1995 versus Nine Months Ended September 30,
1994.
In the aggregate, the net operating income before debt service,
refurbishment expenses, and capitalized property improvements reported by
ORP for the nine-month period ended September 30, 1995 increased by $267,344,
or approximately 11.4%, compared to the nine-month period ended September 30,
1994. Set forth below is a discussion of the properties which compares their
respective operations for the nine-month periods ended September 30, 1995 and
1994.
Landings
Landings' net operating income for the nine-month period ended September 30,
1995 increased by less than 1% from the amount reported for the same period
in 1994. Revenues increased by approximately 3.6%, and apartment expenses
increased by approximately 6.7% in 1995, as compared to the same period in
1994. The increase in apartment expenses was primarily attributable to an
increase in operating, maintenance expenses, and property taxes. Average
occupancy for the nine-month period ended September 30, 1995 remained the
same, as compared to the same period in 1994. During the nine-month
period ended Septemner 30, 1995, ORP expended $66,313 on property
improvements, including $46,381 capitalized for accounting purposes.
Project improvements completed during the nine-month period ended
September 30, 1995 primarily include carpet, vinyl floor and appliance
replacements, landscaping, asphalt repairs, HVAC repairs, installation of
new cabinets and blinds, structural repairs, and exterior and interior
painting. This property is over 20 years old and requires attention to
property improvements and renovations on turnover to maintain the property's
competitive position.
Shadow Oaks
Shadow Oaks' net operating income for the nine-month period ended September
30, 1995 decreased by approximately 12.5% from the amount reported for the
same period in 1994. Revenues decreased by approximately 2.1% and apartment
expenses increased by approximately 8.1%, as compared to the same period in
1994. The increase in apartment expenses is primarily attributable to an
increase in utilities and administrative expenses. Average occupancy for
the nine-month period ended September 30, 1995 decreased 4 percentage points
to 91% from the nine-month period ended September 30, 1994. The Managing
General Partner believes that the decrease in occupancy rate for the
nine-month period ended September 30, 1995, compared to the nine-month
period ended September 30, 1994 is the result of increased home buying in the
Tampa area, as well as competition from newer apartment communities. However,
the average occupancy for the quarter ended September 30, 1995 increased 2
percentage points compared to the same period in 1994, and increased 7
percentage points compared to the quarter ended June 30, 1995. The Shadow
Oaks property is continuing its resident retention program in an effort to
remain competitive in the market. During the nine-month period ended
September 30, 1995, ORP expended $69,681 on property improvements, including
$47,625 capitalized for accounting purposes. Property improvements
completed during the nine-month period ended September 30, 1995 primarily
include carpet, vinyl floor and applicance replacements, roof repairs,
exterior structural repairs, HVAC repairs, fire equipment upgrades,
lighting replacements, and updating of landscaping.
Fairlane East
Fairlane East's net operating income for the nine-month period ended
September 30, 1995 increased by approximately 18.7% from the amount reported
for the same period in 1994. Revenues increased by approximately 4.6% and
apartment expenses decreased by approximately 12.3%, as compared to the
same period in 1994. The increase in revenues can be attributed to a
stronger economy in the Dearborn, Michigan area as a result of new
commercial development. The decrease in apartment expenses is primarily
attributable to a decrease in property taxes due to statewide property
tax reforms enacted in 1994 and lower maintenance expenses. Average occupancy
for the nine-month period ended September 30, 1995 increased 2 percentage
points to 98% from the nine-month period ended September 30, 1994. During the
nine-month period ended September 30, 1995, ORP expended $218,917 on property
improvements, including $187,132 capitalized for accounting purposes.
Property improvements completed during the nine-month period ended
September 30, 1995 primarily include fence and window replacements,
carpet, vinyl floor and appliance replacements, HVAC replacements, purchase
of maintenance vehicle, structural repairs, roof replacements, asphalt
repairs, painting interior, cabinet replacements, lighting supplies, and
landscaping improvements.
Raven Hill
Raven Hill's net operating income for the nine-month period ended
September 30, 1995 increased by approximately 20.3% from the amount
reported for the same period in 1994. Revenues increased by approximately
6.9% and apartment expenses decreased by approximately 1.5%, as compared to
the same period in 1994. The decrease in apartment expenses is primarily
attributable to a decrease in property taxes due to successful property tax
appeals, and lower marketing costs. Average occupancy for the nine-month
period ended September 30, 1995 remained constant, as compared to the
nine-month period ended September 30, 1994. During the nine-month period
ended September 30, 1995, ORP expended $142,963 for property improvements,
including $87,318 capialized for accounting purposes. Property improvements
completed during the nine-month period ended September 30, 1995 primarily
include roof replacements, refurbishment of indoor pool/spa areas,
resurfacing of racquetball courts, parking lot repairs, carpet and vinyl
replacements, appliance painting and replacements, interior painting,
door replacements, boiler repairs, structural repairs, plumbing repairs,
purchase of golf carts, landscaping improvements, and installation of
security system.
Consolidated Statements of Operations-Other Income and Deductions
Interest expense was $1,361,623 and $1,471,688 for the nine months ended
September 30, 1995 and September 30, 1994, respectively.
For the nine months ended September 30, 1995 and September 30, 1994, of the
total property improvements in the aggregate amounts of $497,874 and $788,339,
respectively, $129,416 and $168,129, respectively, were refurbishment
expenses. The remaining balances of $368,456 and $620,210, respectively,
were capitalized for financial statement purposes.
Depreciation expense for the nine months ended September 30, 1995 and
September 30, 1994 was $820,790 and $785,392, respectively.
Amortization expense for the nine-month periods ended September 30, 1995 and
September 30, 1994 was $73,405 and $64,207, respectively.
Interest income was $78,879 and $63,827 for the nine months ended
September 30, 1995 and September 30, 1994, respectively.
ORP's administrative expenses for the nine months ended September 30, 1995
and September 30, 1994 were $173,134 and $93,995, respectively, excluding
legal fees and costs incurred in connection with certain tender offers and
related litigation. This $79,139 increase in administrative expenses is
primarily attributable to additional audit and tax preparation requirements.
In addition, ORP also incurred $276,671 of fees and expenses in connection
with securities filings and in related communications with its partners
required by ORP in response to tender offers made earlier this year by
certain affiliated and nonaffiliated entities, and in defense and settlement of
the action filed on April 11, 1995 in the United States District Court for the
Central District of California, captioned Susan Burke v. Oxford Residential
Properties I Limited Partnership, et al. This suit alleged that, among other
things, ORP had not responded properly to certain alleged offers made to
purchase assignee units. Pursuant to a settlement agreement dated as of
May 5, 1995, the parties executed mutual releases, the action was dismissed
with prejudice, and ORP reimbursed the plaintiff $112,500 for a portion of her
legal costs, which amount is included in the $276,671 discussed above.
<TABLE>
<CAPTION>
Average Occupancy
The average occupancy for each of the four investment properties is shown in the following chart:
For the Quarter Ended
Property/ Acquisition _________________________________________________________________
Location Date 3/31/94 6/30/94 9/30/94 12/31/94 3/31/95 6/30/95 9/30/95
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Landings 10/31/84 93% 95% 98% 96% 94% 97% 95%
Indianapolis, Indiana
Shadow Oaks 2/07/85 96% 96% 93% 87% 91% 88% 95%
Tampa, Florida
Fairlane East 12/23/85 94% 95% 98% 96% 98% 98% 99%
Dearborn, Michigan
Raven Hill 12/24/86 93% 94% 96% 95% 95% 95% 93%
Burnsville, Minnesota
</TABLE>
<TABLE>
<CAPTION>
Summary of Project Data
(Unaudited)
1995 Operating Results Through 9/30/95
_____________________________________________________________________________________
Average NOI Before
Rent Collected Property NOI
Property/ Number of September Net Operating Impr.& Property Before
Location Units 1995 1994 Revenues Exp. Debt Service Imp. Debt Serv.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Landings 150 $559 $540 $ 751,887 $ 395,777 $ 356,110 $ 66,313 $ 289,797
Indianapolis, In
Shadow Oaks 200 $431 $429 745,827 416,134 329,693 69,681 260,012
Tampa, Fl
Fairlane East 244 $879 $857 1,917,476 729,578 1,187,898 218,917 968,981
Dearborn, Mi
Raven Hill 304 $642 $599 1,717,697 972,493 745,204 142,963 602,241
Burnsville, Mn
Totals 898 $5,132,887 $2,513,982 $2,618,905 $497,874 $2,121,031
1Represents net rental revenue collected for the month divided by the average
number of units occupied during the month.
2Represents total property improvement costs incurred through September 30,
1995, of which $368,456 have been capitalized for financial statement
purposes.
</TABLE>
<TABLE>
<CAPTION>
Oxford Residential Properties I Limited Partnership
Consolidated Balance Sheets
September 30, 1995
(Unaudited) December 31, 1994
Assets
Investment properties, at cost
<S> <C> <C>
Land $ 3,682,239 $ 3,682,239
Buildings and improvements,
net of accumulated depreciation
of $12,249,312 and $11,425,282,
respectively 21,424,675 21,877,009
Total Investment Properties 25,106,914 25,559,248
Cash and cash equivalents 917,221 1,306,836
Working capital reserve 823,932 792,525
Tenant security deposits 112,779 91,192
Deferred costs, net of amortization of
$2,272,965 and $2,199,560,
respectively 644,269 717,674
Other assets 985,255 747,841
3,483,456 3,656,068
Total Assets $28,590,370 $29,215,316
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $21,905,483 $22,129,117
Accounts payable and accrued expenses 588,860 545,281
Distributions payable --- 128,570
Due to affiliates 233,745 131,528
Tenant security deposits 112,779 91,192
Total Liabilities 22,840,867 23,025,688
Partners' Capital
General Partners (1,042,948) (1,040,210)
Assignor Limited Partner 459 466
Assignee Unit Holders (25,714 Assignee
Units issued and 25,189 outstanding) 6,791,992 7,229,372
Total Partners' Capital 5,749,503 6,189,628
Total Liabilities and
Partners' Capital $28,590,370 $29,215,316
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<TABLE>
<CAPTION>
Oxford Residential Properties I Limited Partnership
Consolidated Statements of Operations
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
1995 1994 1995 1994
Apartment Revenues
<S> <C> <C> <C> <C>
Rental income $1,689,355 $1,618,315 $4,963,213 $4,776,090
Other income 61,106 46,703 169,674 150,747
Total Apartment Revenues 1,750,461 1,665,018 5,132,887 4,926,837
Apartment Expenses
Maintenance 297,293 292,685 804,915 823,002
Operating 136,399 123,385 404,801 383,060
Administrative 117,632 116,694 349,815 338,162
Property management fees 86,890 82,589 255,542 247,141
Property taxes 192,548 239,281 628,225 700,444
Marketing 23,065 25,818 70,684 83,468
Total Apartment Expenses 853,827 880,452 2,513,982 2,575,277
Net Operating Income 896,634 784,566 2,618,905 2,351,560
Other Deductions
Interest expense 452,326 458,373 1,361,623 1,471,688
Depreciation and amortization 294,776 286,073 894,195 849,599
Refurbishment expenses 42,799 74,985 129,416 168,129
Interest income (26,226) (17,171) (78,879) (63,827)
Partnership admin. expenses 52,903 30,259 173,134 93,995
Litigation and Tender Compliance -- -- 276,671 --
Total Other Deductions 816,578 832,519 2,756,160 2,519,584
Income (Loss) Before
Extraordinary Item $ 80,056 $ (47,953) $ (137,255) $ (168,024)
Extraordinary Gain from
Debt Forgiveness -- -- -- 169,259
Net Income (Loss) $ 80,056 $ (47,953) $ (137,255) $ 1,235
Net Income (Loss) Allocated
to Assignee Unit Holders $ 78,455 $ (46,994) $ (134,510) $ 1,210
Income (Loss) Before
Extraordinary Item
per Assignee Unit $ 3.08 $ (1.82) $ (5.25) $ (6.40)
Net Income (Loss) per
Assignee Unit $ 3.08 $ (1.82) $ (5.25) $ 0.05
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<TABLE>
<CAPTION>
Oxford Residential Properties I Limited Partnership
Consolidated Statement of Partners' Capital
(Unaudited)
For the period December 31, 1994 through September 30, 1995
Limited Partners' Interests
Assignee Assignor General
Unit Holders Limited Partner Partners Total
<S> <C> <C> <C> <C>
Balance, Dec.31, 1994 $7,229,372 $466 $(1,040,210) $6,189,628
Net loss for the nine
months ended
Sept. 30, 1995 (134,510) (7) (2,738) (137,255)
Distribution to
Assignee Unit Holders (128,570) __ __ (128,570)
Purchase of Units (174,300) -- -- (174,300)
Balance, Sept. 30, 1995 $6,791,992 $459 $(1,042,948) $5,749,503
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<TABLE>
<CAPTION>
Oxford Residential Properties I Limited Partnership
Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended September 30,
1995 1994
Operating activities:
<S> <C> <C>
Net (loss) income $ (137,255) $ 1,235
Adjustments to reconcile net (loss)
income to net cash provided by
(used in) operating activities:
Depreciation and amortization 894,195 849,599
Changes in assets and liabilities:
Tenant security deposits liability 21,587 33,634
Tenant security deposits (21,587) (31,910)
Other assets (237,414) (777,766)
Accounts payable and accrued expenses 43,579 188,684
Due to affiliates 102,217 (802,903)
Net cash provided by (used in)
operating activities 665,322 (539,427)
Investing activities:
Increase in working capital reserve (31,407) (290,596)
Additions to investment properties (368,456) (620,210)
Net cash used in investing activities (399,863) (910,806)
Financing activities:
Refinancing proceeds -- 22,362,000
Distributions paid (257,140) (385,710)
Mortgage principal paid (223,634) (19,754,690)
Increase in deferred costs -- (606,462)
Purchase of Assignee Units (174,300) --
Net cash (used in) provided by
financing activities (655,074) 1,615,138
Net (decrease) increase in cash
and cash equivalents (389,615) 164,905
Cash and cash equivalents,
beginning of period 1,306,836 791,944
Cash and cash equivalents, end of period $ 917,221 $ 956,849
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Financial Statements
The consolidated financial statements reflect all adjustments which, in the
opinion of Oxford Residential Properties I Corporation, the Managing General
Partner of Oxford Residential Properties I Limited Partnership ("ORP" or the
"Partnership"), are necessary to present fairly the Partnership's (a)
Consolidated Balance Sheets as of September 30, 1995 and December 31, 1994,
(b) Consolidated Statements of Operations for the three- and nine-month
periods ended September 30, 1995 and 1994, (c) Consolidated Statement of
Partners' Capital as of September 30, 1995, and (d) Consolidated Statements
of Cash Flows for the nine-month periods ended September 30, 1995 and 1994,
according to generally accepted accounting principles. Although the Managing
General Partner believes that the disclosures presented are adequate to make
the information not misleading, these statements should be read in conjunction
with the audited consolidated financial statements and the notes included
in the Partnership's Annual Report for the year ended December 31, 1994.
For financial reporting purposes, for the nine-month period ended September
30, 1994, the income/loss before and after extraordinary item per Assignee
Unit and the extraordinary gain per Assignee Unit have been calculated by
dividing the portion of the Partnership's net income/loss before and after
extraordinary item or the extraordinary gain allocable to Assignee Unit
Holders (98%) by the 25,714 Assignee Units outstanding. The extraordinary
gain during the quarter ended September 30, 1994 is related to a $169,259 loan
discount which the Partnership received on the repayment of Raven Hill's
previous mortgage loan as part of its refinancing. The extraordinary gain
per Assignee Unit is $6.45.
In all computations of earnings per Assignee Unit, the weighted average of
Assignee Units outstanding during the period constitutes the basis for the
net income (loss) amounts per Assignee Unit on the Consolidated Statements
of Operations. On July 21, 1995, August 24, 1995, and September 13, 1995,
ORP reacquired 221, 135 and 169 Assignee Units, respectively.
Note 2. Transactions with Affiliates
Neither the Director nor the Executive Officers of the Managing General
Partner, Oxford Residential Properties I Corporation, receives direct
compensation for services rendered to the Partnership.
Expense reimbursements are for affiliates' personnel costs and travel
expenses that are directly related to the Partnership and which were not
covered separately by fees. Total reimbursements to the Managing General
Partner and its affiliates for the nine months ended September 30, 1995,
were approximately $51,839 for administrative and accounting-related costs,
compared to $40,008 for the same period in 1994.
Under the Property Management Agreements with NHP, Inc. and certain of its
affiliates ("NHP/PMI"), the management fee is equal to 5% of gross
collections for all properties; however, 40% of this fee is subordinated
until certain distribution preference levels to the Limited Partners are
achieved. Property management fees of $233,695 and $98,856 for the
nine-month period ended September 30, 1995 and September 30, 1994,
respectively, have been deferred and are included in due to affiliates
in the accompanying consolidated baance sheets. NHP/PMI also has a
separate services agreement with Oxford Realty Financial Group, Inc.
("ORFG"), pursuant to which ORFG provides certain services to NHP/PMI in
exchange for service fees in an amount equal to 25.41% of all fees collected
by NHP/PMI from certain properties, including those owned by the Partnership.
The management fee level paid to NHP/PMI is equal to the fee level previously
paid to Oxford Management Company, Inc. ("OMC") prior to December 10, 1993.
ORP incurred $276,671 of fees and expenses in connection with securities
filings and in related communications with its partners required by ORP in
response to tender offers made earlier this year by certain affiliated and
nonaffiliated entities, and in defense and settlement of the action filed on
April 11, 1995 in the United States District Court for the Central District
of California, captioned Susan Burke v. Oxford Residential Properties I
Limited Partnership, et al. This suit alleged that, among other things, ORP
had not responded properly to certain alleged offers made to purchase
Assignee Units. Pursuant to a settlement agreement dated as of May 5, 1995,
the parties executed mutual releases, the action was dismissed with prejudice,
and ORP reimbursed the plaintiff $112,500 (included in the $276,671 above) for
a portion of her legal costs. On May 25, 1995, an affiliate of ORP and the
Managing General Partner completed a tender offer ("Affiliate Tender"), in
which it acquired approximately 5,000 assignee units of limited partnership of
ORP ("Units") at a price of $332 per Unit.
Subsequent to the termination of the Affiliate Tender discussed above, ORP
determined that additional Assignee Unit Holders were interested in selling
their Units for the same price offered in the Affiliate Tender. On June 20,
1995, ORP advised Assignee Unit Holders that it would purchase on a "first
come, first served" basis at any time on or before September 11, 1995,
unless sooner terminated, all Units up to an aggregate of 600 Units at a
price of $332 per Unit net to the seller in cash without interest ("Issuer
Tender"). The Issuer Tender has been extended to March 31, 1996. Since
August 1995, ORP has purchased, in the aggregate, 528 Units at a price of
$332 per Unit.
Note 3. Mortgage Notes Payable
Effective January 12, 1994, separate mortgage loans were made to each of
the four new ownership entities (as discussed in prior reports) in the
aggregate original principal amount of $22,362,000. These mortgage loans
are not cross-collateralized, nor are they cross-defaulted. Each note
bears interest at a fixed rate of 8.25% per annum and matures on
February 11, 2004. The total monthly principal and interest payment is
$176,313. As of September 30, 1995, the total outstanding balance of the
four mortgage notes payable was $21,905,483. The properties are in compliance
with their respective debt service agreements as of September 30, 1995.
<TABLE>
<CAPTION>
The principal terms of the new mortgage notes payable are as follows:
Original
Property Mortgage Monthly
Collateralizing Note Debt Maturity Interest
Debt Amount Service(1) Date Rate
The Landings,
<S> <C> <C> <C> <C>
Indianapolis, IN $ 3,387,000 $ 26,705 2/11/04 8.25%
Shadow Oaks,
Tampa, FL 10,275,000 81,013 2/11/04 8.25%
Fairlane East,
Dearborn, MI 5,175,000 40,802 2/11/04 8.25%
Raven Hill,
Burnsville, MN 3,525,000 27,793 2/11/04 8.25%
$22,362,000 $176,313
(1) Includes principal and interest.
</TABLE>
Instructions for Investors who wish to reregister or transfer ORP Assignee Units
Please follow the instructions below if you wish to reregister or transfer
ownership of your Oxford Residential Properties I (ORP) Assignee Units.
No transfers or sales can be effected without the consent of the Managing
General Partner and the completion of the proper documents.
To cover the costs associated with processing transfers, MMS Escrow &
Transfer Agency, Inc. ("MMS"), the transfer agent for ORP, charges $25 for
each transfer of ORP Assignee Units between related parties, and $50 per
seller for each transfer for consideration (sale). The only exception is a
transfer to a surviving joint holder of Assignee Units when the other joint
holder dies, in which case no fee is charged. MMS will continue to charge
$150 for the conversion of Assignee Units into a limited partner interest.
To transfer ownership of Assignee Units held in a Merrill Lynch account,
please have your Merrill Lynch financial consultant contact Merrill Lynch
Partnership Operations in New Jersey at (201) 557-1619 to request the
necessary transfer documents. Merrill Lynch Partnership Operations will
only accept calls from your financial consultant. YOU MUST HAVE THE PROPER
TRANSFER DOCUMENTS FROM MERRILL LYNCH TO EFFECT A TRANSFER. Your financial
consultant must contact Partnership Operations, as ORP Investor Services does
not send out transfer papers for Assignee Units held in a Merrill Lynch
account.
Investors who no longer hold their Assignee Units in a Merrill Lynch account
should contact ORP Investor Services at (810) 614-4550 or P.O. Box 7090, Troy,
Michigan 48007-7090, to obtain transfer documents. YOU MUST OBTAIN THE PROPER
TRANSFER DOCUMENTS FROM ORP INVESTOR SERVICES TO EFFECT A TRANSFER OF ASSIGNEE
UNITS WHICH YOU HOLD PERSONALLY.
To redeposit your ORP units into a Merrill Lynch account, please notify ORP
Investor Services in writing after the Merrill Lynch account has been opened.
ORP Investor Services will then instruct Merrill Lynch to deposit the Assignee
Units into the account.
Please remember to notify ORP Investor Services in writing at the address
below or by calling (810) 614-4550 in the event you change your mailing
address or your financial consultant. We can then continue to provide you
and your representative with timely information about your investment in
Oxford Residential Properties I Limited Partnership.
The Quarterly Report on Form 10-Q for the quarter ended September 30, 1995,
filed with the Securities and Exchange Commission, is available to Assignee
Unit Holders and may be obtained by writing:
Investor Services
Oxford Residential Properties I Limited Partnership
P.O. Box 7090
Troy, Michigan 48007-7090
(810) 614-4550
REPORT OF MANAGEMENT
Notes to Consolidated Financial Statements
(Unaudited)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from SEC form 10-Q
for the period ended Septetmber 30, 1995 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 1741153
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1742303
<PP&E> 25106914
<DEPRECIATION> 0
<TOTAL-ASSETS> 28590370
<CURRENT-LIABILITIES> 935384
<BONDS> 21905483
<COMMON> 0
0
0
<OTHER-SE> 5749503
<TOTAL-LIABILITY-AND-EQUITY> 28590370
<SALES> 0
<TOTAL-REVENUES> 5132887
<CGS> 0
<TOTAL-COSTS> 2513982
<OTHER-EXPENSES> 1394537
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1361623
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (137255)
<EPS-PRIMARY> (5.25)
<EPS-DILUTED> (5.25)
</TABLE>
