<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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)
Registrant's telephone number, including area code:(301) 654-3100
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.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. /X/.
The Assignee Units of limited partnership interest of the
Partnership are not currently being traded in any public market.
Therefore, the Assignee Units had neither a market selling price
nor an average bid or asked price within the 60 days prior to the
date of this filing.
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<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents of the Registrant are
incorporated herein by reference as indicated:
Form 10-K Parts Document
-----------------------------------------------------------
Parts I, II, III Portions of the Annual Report 1995 are
incorporated by reference into Parts I,
II and III.
Reference to Exhibits is on page 11.
PART I
Item 1. Business.
The Registrant, Oxford Residential Properties I Limited
Partnership (the "Partnership"), was formed on January 19, 1984,
under the Maryland Revised Uniform Limited Partnership Act to
acquire, own and operate residential properties. The Partnership
sold $25,714,000 of Assignee Units in a public offering that
concluded on October 18, 1985. The net offering proceeds were
used to acquire residential properties.
The objectives of the Partnership's acquisitions of
residential properties are to:
(1) preserve and protect the Partnership's capital;
(2) provide capital appreciation through increases in
the value of the residential properties and eventual
cash distributions to Investors from the sale or
refinancing of the residential properties. The
Partnership intends primarily to hold the residential
properties for appreciation in value. Depending upon
financial conditions, the Partnership will sell the
residential properties after a period of time;
(3) provide cash distributions from rental operations on
a current basis. Cash from Partnership operations
will be distributed to Investors in semiannual payments; and
(4) obtain income tax deductions to shelter all or a portion
of cash distributions to Investors during the early years
after the Partnership's funds have been fully invested.
To the extent that tax deductions in the early years exceed
funds available for distribution, such deductions may shelter
taxable income from other sources, subject to limitations
imposed by the Tax Reform Act of 1986.
The Partnership's residential property investments are subject
to competition from similar types of properties in the vicinities
in which they are located.
<PAGE> 3
Item 2. Properties.
Information concerning the individual properties is discussed
in the Annual Report 1995 in the section entitled "Community
Descriptions," which section is incorporated herein by reference
(pages 15 through 16 hereof).
Item 3. Legal Proceedings.
The Registrant is engaged from time to time in litigation
incident to its business; however, there are no pending legal
proceedings whose potential effects are considered to be material
by the Managing General Partner.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Partnership Interests and
Related Security Holder Matters.
(a) Market Information.
The Partnership is classified as a partnership and thus has
no common stock. As of December 31, 1995, the Partnership
had issued 25,714 Assignee Units; however, during 1995, it
reacquired a total of 528 Assignee Units at $332 per Assignee
Unit and has retired these Assignee Units as of December 31,
1995. There is currently no established public market in
which the Assignee Units are traded, and it is not
anticipated that a public market will develop.
(b) Number of Security Holders.
As of December 31, 1995 there were 1,642 Assignee Unit
holders.
(c) Dividend History and Restrictions.
Information regarding the frequency and amount of cash
distributions is included in the section entitled "Selected
Consolidated Financial Data" of the 1995 Annual Report, which
section is incorporated herein by reference (page 14 hereof).
Information regarding management's future expectations as to
distributions is also included in the Annual Report 1995 in
the section entitled "Report of Management," which section is
incorporated herein by reference (on pages 18 through 25
hereof).
Item 6. Selected Financial Data.
Reference is made to the section of the Annual Report 1995
entitled "Selected Consolidated Financial Data," which section is
incorporated herein by reference (page 14 hereof).
<PAGE> 4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
For a detailed discussion of the Partnership's financial
condition and results of operations for the years ended December
31, 1995, 1994 and 1993, see information set forth in the section
entitled "Report of Management" of the Partnership's 1995 Annual
Report, which section is incorporated herein by reference (pages
18 through 25 hereof).
Item 8. Financial Statements and Supplementary Data.
Reference is made to the Annual Report 1995 for the
consolidated financial statements of the Partnership, which
consolidated financial statements are incorporated herein by
reference (pages 27 through 41 hereof). See Item 14 of this
report for information concerning financial statements and
schedules filed with this report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a), (b), (c) and (e).
The Partnership has no directors or officers. The Managing
General Partner of the Partnership, as designated in the
Partnership Agreement, is Oxford Residential Properties I
Corporation. The director and executive officers of the
Managing General Partner are as follows:
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Name Age Position and Business Experience
- - -----------------------------------------------------------------
Leo E. Zickler 59 Chairman of the Board of Directors and
Chief Executive Officer since inception.
Since March 1982 he has been Chairman of
the Board of Directors, and Chief
Executive Officer of Oxford Development
Corporation ("Oxford"), an affiliate of
the Partnership and a national real
estate firm which owns and operates
apartment and Senior Living Communities.
Mr. Zickler served as President of
Oxford until February 28, 1994. Mr.
Zickler continues to serve as a director
and officer of Oxford and certain
affiliated entities.
<PAGE> 5
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Name Age Position and Business Experience
- - -----------------------------------------------------------------
Francis P. Lavin 44 President since March 1, 1994. From
October 1989 through January 1994, he
was a Director and President of ML
Oxford Finance Corporation, an affiliate
of Merrill Lynch & Company, Inc. From
1979 to October 1989, Mr. Lavin held
various positions at subsidiaries of
Merrill Lynch & Company including
Director and Vice President of Merrill
Lynch, Hubbard Inc. Since March 1,
1994, Mr. Lavin has served as President
of Oxford, as well as a director and
officer of certain affiliated entities.
Donald M. Boardman 53 Mr. Boardman resigned in 1995 as Chief
Financial Officer of ORP's Managing
General Partner.
Richard R. Singleton 48 Senior Vice President since inception
and Chief Financial Officer since 1995.
Previously, he was Vice President of
Oxford Mortgage & Investment Corporation
since 1979 and was promoted to Senior
Vice President in 1983, and he was Chief
Operating Officer of ORP's Managing
General Partner since 1990 and was
promoted to Chief Financial Officer in
1995. Formerly, he held the position of
Tax Manager with Arthur Andersen &
Company. Mr. Singleton also serves as
an officer of Oxford and affiliated
entities.
The director and executive officers of Oxford Residential
Properties I Corporation will serve in their respective positions
until successors are chosen.
(d) Family Relationships. None.
(f) Involvement in Certain Legal Proceedings. None.
(g) Promoter and Controlling Persons. Not applicable.
Item 11. Executive Compensation.
(a), (b), (c) and (d)
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.
(e) Termination of Employment and Change of Control
Arrangements. None.
<PAGE> 6
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security Ownership of Certain Beneficial Owners.
ORP Acquisition Partners Limited Partnership, located at 7200
Wisconsin Avenue, Suite 1100, Bethesda, MD 20814, owns 4,997
Assignee Units, representing approximately 19.4% of the
Assignee Units outstanding at December 31, 1995.
No other person or group is known by the Partnership to own
beneficially more than 5% of the outstanding limited
partnership interests and Assignee Units.
(b) Security Ownership of Management.
The officers and director of the General Partners of the
Partnership do not directly own any Assignee Units. An
affiliate of the General Partner is the Assignor Limited
Partner of the Partnership. The Assignor Limited Partner has
assigned the ownership of its limited partnership units
(including rights to a percentage of the income, gain,
losses, deductions, and distributions of the Partnership) to
the Assignee Unit Holders.
(c) Changes in Control.
The Partnership is not aware of any arrangement which may at
a subsequent date result in a change in control of the
Partnership. There is a provision in the Partnership
Agreement for removal of any General Partner which allows
for, under certain circumstances, the ability to change
control.
Item 13. Certain Relationships and Related Transactions.
(a) Transactions with Management and Others.
The Partnership has no directors or officers. The Managing
General Partner and its affiliates do not receive any direct
compensation, but receive fees and are reimbursed by ORP for
any actual direct costs and expenses incurred in connection
with the operation of the Partnership.
<TABLE>
<CAPTION>
December 31, 1995 1994 1993
--------------------------------
<S> <C> <C> <C>
Expense reimbursement $ 64,796 $ 58,150 $ 81,178
Property management fees 342,171 328,695 319,831
--------------------------------
Total $406,967 $386,845 $401,009
================================
</TABLE>
<PAGE> 7
Expense reimbursements are for affiliates' personnel costs,
travel expenses and interest on interim working capital
advances for activities directly related to the Partnership
which were not covered separately by fees. Total
reimbursements to the Managing General Partner and its
affiliates for the year ended December 31, 1995, were
approximately $64,796 for administrative and accounting
related costs, compared to $58,150 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 $136,868, $131,478 and $130,811
for the years ended December 31, 1995, 1994 and 1993,
respectively, have been deferred and are included in due to
affiliates in the accompanying consolidated balance 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.
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.
(b) Certain Business Relationships.
The Partnership response to Item 13(a) is incorporated herein
by reference. In addition, the Partnership has no business
relationship with entities of which the officers or director
of the Managing General Partner of the Partnership are
officers, directors or equity owners other than as set forth
in the Partnership's response to Item 13(a).
(c) Indebtedness of Management. None
(d) Transactions with Promoters. None
<PAGE> 8
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) List of documents filed as part of this Report:
1. Financial Statements.
The following financial statements are contained in the
Partnership's Annual Report 1995 and are incorporated
herein by reference into Part II, Item 8:
Page
Numbers
Description Herein
---------------------------------------------------------
Report of Independent Accountants. 26
Consolidated Balance Sheets as of December 31,
1995 and 1994. 27
Consolidated Statements of Operations for the
years ended December 31, 1995, 1994 and 1993. 28
Consolidated Statement of Partners' Capital for
the years ended December 31, 1995, 1994 and
1993. 29
Consolidated Statements of Cash Flows for the
years ended December 31, 1995, 1994 and 1993. 30
Notes to Consolidated Financial Statements. 31-41
2. Financial Statement Schedules.
All financial statement schedules have been omitted
since they are not applicable, not required, or because
the required information is included elsewhere in the
financial statements or notes thereto.
3. Exhibits (listed according to the number assigned in
the table in Item 601 of Regulations S-K).
Exhibit No. 4 - Items defining the rights of security
holders including indentures.
a. Amended and Restated Agreement and Certificate of
Limited Partnership (Incorporated by reference from
Exhibit A of the Prospectus of the Partnership, dated
May 24, 1985).
Exhibit No. 10 - Material contracts.
a. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering The Landings.
<PAGE> 9
b. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering Fairlane East.
c. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering Raven Hill.
d. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering Shadow Oaks.
Exhibit No. 13 - Annual report to security holders, etc.
a. Annual Report for the year ended December 31, 1995
("filed" only to the extent material therefrom is
specifically incorporated by reference).
Exhibit No. 25 - Power of Attorney.
a. Leo E. Zickler Power of Attorney (Incorporated by
reference from Exhibits to Post-effective Amendment No.
1 to Form S-11 Registration Statement, dated March 28,
1985).
Exhibit No. 28 - Additional Exhibits. None.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the registrant during
the fourth quarter of the year ended December 31, 1995.
(c) The list of Exhibits required by Item 601 of Regulation
S-K is included in Item 14(a)(3) above.
(d) Financial Statement Schedules.
See Item 14(a)(2) above.
<PAGE> 10
CROSS REFERENCE SHEET
The item numbers and captions in Parts I, II, III, and IV
hereof and the page and/or pages in the referenced materials
where the corresponding information appears are as follows:
Sequentially
Numbered
Item Reference Materials Page(s)
- - ---------------------------------------------------------------------------
1. Business Annual Report 1995 pps 15-25
2. Properties Annual Report 1995 pps 15-17
5. Market for Registrant's Annual Report 1995 pps 14, 18-25,
Partnership Interest 36-37 and 39-40
and Related Partnership
Matters
6. Selected Financial Data Annual Report 1995 pp 14
7. Management's Discussion Annual Report 1995 pps 18-25
and Analysis of Financial
Condition and Results of
Operations
8. Financial Statements Annual Report 1995 pps 26-41
and Supplementary Data
11. Executive Compensation Annual Report 1995 pps 39-40
13. Certain Relationships Annual Report 1995 pps 39-40
and Related Transactions
14. Exhibits, Financial Annual Report 1995 pps 14-44
Statement Schedules, and
Reports on Form 8-K
<PAGE> 11
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
EXHIBIT INDEX
(Listed according to the number assigned in the Exhibit Table in
Item 601 of Regulation S-K.)
(13) Annual Report 1995 to Security Holders.
Oxford Residential Properties I Limited Partnership's Report
dated December 31, 1995, follows on sequentially numbered pages
12 through 44 of this report.
<PAGE> 12
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
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: 4/1/96 By: Richard R. Singleton
------- -------------------------------------------------
Richard R. Singleton
Senior Vice President and 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: 4/1/96 By: Leo E. Zickler
------- ------------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 4/1/96 By: Francis P. Lavin
------- -----------------------------------------------
Francis P. Lavin
President
No proxy material has been sent to the Registrant's security
holders. The Partnership's Annual Report 1995 is expected to be
mailed to Assignee Unit Holders before April 30, 1996.
<PAGE> 13
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Annual Report 1995
CONTENTS
Selected Consolidated Financial Data
Community Descriptions
Average Occupancy
Summary of Project Data
Report of Management
Report of Independent Accountants
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Partners' Capital
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Distribution Information
General Partnership Information
Instructions for Investors who wish to reregister or
transfer ORP Assignee Units
<PAGE> 14
<TABLE>
Selected Consolidated Financial Data
<CAPTION>
For the Years Ended December 31,
FINANCIAL HIGHLIGHTS 1995 1994 1993 1992 1991
- - ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total Assets $28,483,781 $29,215,316 $27,871,716 $27,928,726 $28,507,256
Investment Properties $25,062,859 $25,559,248 $25,837,396 $26,041,931 $26,633,837
Mortgage Notes Payable $21,827,812 $22,129,117 $19,049,019 $19,126,557 $19,196,918
Total Revenues from Apartment
Operations $ 6,895,496 $ 6,618,927 $ 6,426,376 $ 6,060,944 $ 5,965,963
Net Operating Income $ 3,462,904 $ 3,248,689 $ 3,244,232 $ 2,789,552 $ 2,800,768
Net Loss $ (184,035) $ (62,203) $ (286,088) $ (563,572) $(3,497,511)
Net Loss Allocated to
Assignee Unit Holders $ (180,354) $ (60,659) $ (280,366) $ (552,301) $(3,427,561)
Net Loss per Assignee Unit $ (7.07) $ (2.37) $ (10.90) $ (21.48) (133.30)
Net Loss (tax basis) per
Assignee Unit $ (26.65)<F1> $ (25.50)<F3> $ (38.29)<F5> $ (51.74)<F7> $ (50.54)<F9>
Cash Distributions per
Assignee Unit $ 12.50<F2> $ 10.00<F4> $ 10.00<F6> $ 0.00<F8> $ 0.00<F10>
Assignee Units Outstanding 25,186 25,714 25,714 25,714 25,714
Weighted Average of Assignee
Units Outstanding 25,515 25,714 25,714 25,714 25,714
Number of Assignee Unit Holders 1,642 <F11> 2,163 2,172 2,191 2,189
Number of Investment
Properties Owned 4 4 4 4 4
- - -----------------------------------------------------------------------
<FN>
<F1> Net loss (tax basis) per Assignee Unit includes $31.58 per Assignee Unit, and $4.93 in portfolio income.
<F2> Includes semiannual distributions of $5.00 per Assignee Unit paid in August 1995 and $7.50 per Assignee Unit paid in
February 1996.
<F3> Net loss (tax basis) per Assignee Unit includes $36.10 per Assignee Unit pre-act passive loss, $6.39 in cancellation of
indebtedness income, and $4.21 in portfolio income.
<F4> Includes semiannual distributions of $5.00 per Assignee Unit paid in August 1994 and February 1995.
<F5> Net loss (tax basis) per Assignee Unit includes $39.21 per Assignee Unit pre-act passive loss and $.92 in portfolio income.
<F6> Includes distribution of $10 per Assignee Unit paid in March 1994.
<F7> Net loss (tax basis) per Assignee Unit includes $53.70 per Assignee Unit pre-act passive loss and $1.96 in portfolio income.
<F8> The Managing General Partner declared no distributions payable in either August 1992 or February 1993.
<F9> Net loss (tax basis) per Assignee Unit includes $53.82 per Assignee Unit both post- and pre-act passive loss and $3.28 in
portfolio income.
<F10> The Managing General Partner declared no distributions payable in either August 1991 or February 1992.
<F11> ORP Acquisition Partners Limited Partnership, located at 7200 Wisconsin Avenue, Suite 1100, Bethesda, MD 20814,
acquired 4,997 Assignee Units, representing approximately 19.4% of the Assignee Units outstanding at December 31, 1995.
Also, since August 1995, ORP has purchased, in the aggregate, 533 Assignee Units, including five units purchased in
February 1996, at a price of $332 per Assignee Unit.
</FN>
</TABLE>
<PAGE> 15
COMMUNITY DESCRIPTIONS
The following paragraphs contain descriptions of each of the
four properties comprising the Partnership's portfolio. Unless
otherwise indicated, information provided herein is as of
December 31, 1995.
Fairlane East, Dearborn, Michigan
Fairlane East is a 244-unit conventional property, located in
Dearborn, Michigan. Fairlane East was built in 1973 and consists
of twenty-six buildings. The buildings are wood framed,
constructed with brick and wood trim. The property is located on
Rotunda Road. To the north is single-family residential, to the
east is industrial, to the south is the Ford Land Development
Maintenance Center, and to the west is a retirement center and
the Ford World Headquarters. Fairlane East is convenient to
shopping, restaurants, churches, and public transportation.
Amenities include: a washer and dryer in each unit, a swimming
pool, and a clubhouse. Average occupancy was 99% in 1995 and 96%
in 1994.
Property improvements completed for the year ended December 31,
1995 primarily include fence and window replacements, carpet,
vinyl floor, and appliance replacements, HVAC repairs and
replacements, maintenance vehicle, structural repairs, roof
replacements, asphalt repairs, interior painting, cabinet
replacements, lighting supplies, and landscaping improvements.
The Landings, Indianapolis, Indiana
The Landings is a 150-unit property located in northeastern
Indianapolis, Indiana. The property is approximately 15 minutes
from the downtown business district. The Landings is located at
78th Street and Keystone Avenue between the popular areas of
Keystone at the Crossing and Broad Ripple, and is convenient to
shopping, entertainment, parks, major thoroughfares, and public
transportation. The property was built in 1974 and consists of
nine wood frame constructed buildings with brick and aluminum
siding and wood trim. The property is located on 27.3 acres
along the White River and surrounds a lake that opens to the
White River. Amenities include: a clubhouse with party and
billiard room, boat launch ramp to the river, boat storage, a
sand volleyball court, two lighted tennis courts, a basketball
court area, and a swimming pool. Average occupancy was 94% in
1995 and 96% in 1994.
Project improvements completed for the year ended December 31,
1995 primarily include carpet, vinyl floor and appliance
replacements, balcony replacements, landscaping, asphalt repairs,
HVAC repairs and replacements, pool decking repairs, installation
of new cabinets and blinds, structural repairs, and exterior and
interior painting.
<PAGE> 16
Raven Hill, Burnsville, Minnesota
Raven Hill is a 304-unit apartment community located in
Burnsville, Minnesota, a growing suburb of Minneapolis. It is
convenient to the Minneapolis central business district, as well
as the suburban employment centers of the Twin Cities of
Minneapolis and St. Paul. The property was built in 1971 and is
one of the oldest communities in its submarket. Amenities
include: two guest suites, indoor and outdoor swimming pools, a
spa, tennis courts, an indoor racquetball court, and two
entertainment centers. Average occupancy was 95% for the years
ended December 31, 1995 and 1994.
Property improvements completed for the year ended December
31, 1995 primarily include roof replacements, window repairs and
replacements, refurbishment of indoor pool/spa areas, exercise
equipment, resurfacing of racquetball courts, parking lot
repairs, carpet and vinyl replacements, appliance painting and
replacements, interior painting, door replacements, boiler
repairs, structural repairs, parking lot light poles, plumbing
repairs, landscaping improvements, and installation of security
system for the underground parking garages.
Shadow Oaks, Tampa, Florida
Shadow Oaks is a 200-unit apartment community built in 1984 and
is located in a neighborhood consisting of middle- and upper-
middle-class single-family homes close to various commercial
centers. Shadow Oaks is located in northeast Tampa, between the
University of South Florida and Carrollwood areas. Amenities
include: playground, pool, whirlpool, tennis court, picnic area,
volleyball court, and laundry facilities. There has been
significant building of apartments in Tampa and the surrounding
area and, as a result, Shadow Oaks competes for residents with a
considerable number of newer apartment developments located in
nearby neighborhoods. Average occupancy was 92% in 1995 and 93%
in 1994.
Property improvements completed for the year ended December 31,
1995 primarily include carpet, vinyl floor and appliance
replacements, roof repairs, exterior structural repairs, HVAC
repairs, fire equipment upgrades, lighting replacements, and
landscaping improvements.
<PAGE> 17
<TABLE>
Average Occupancy
<CAPTION>
The average occupancy for each of the four investment properties is shown in the following chart:
Average For the Quarter Ended Average
Property/ Acquisition Occupancy ------------------------------------- Occupancy -----------
Location Date 1994 3/31/95 6/30/95 9/30/95 12/31/95 1995
- - ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 96% 98% 98% 99% 99% 99%
Dearborn, Michigan
The Landings 10/31/84 96% 94% 97% 95% 90% 94%
Indianapolis, Indiana
Raven Hill 12/24/86 95% 95% 95% 93% 95% 95%
Burnsville, Minnesota
Shadow Oaks 2/07/85 93% 91% 88% 95% 94% 92%
Tampa, Florida
</TABLE>
<TABLE>
- - ------------------------------------------------------------------------------------------------------
Summary of Project Data
<CAPTION>
Average NOI
Rent Collected<F1> Before Property NOI
Property/ Number December Net Operating Improvements Property Before
Location of Units 1995 1994 Revenues Expenses & Debt Service Improvements<F2> Debt Service
- - --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 244 $889 $866 $2,572,302 $1,012,352 $1,559,950 $422,285 $1,137,665
Dearborn, Michigan
The Landings 150 $560 $553 994,292 532,303 461,989 110,864 351,125
Indianapolis, Indiana
Raven Hill 304 $664 $613 2,315,707 1,325,810 989,897 238,176 751,721
Burnsville, Minnesota
Shadow Oaks 200 $415 $418 1,013,195 562,127 451,068 85,708 365,360
Tampa, Florida --- -------------------------------------------------------------------------
Total 898 $6,895,496 $3,432,592 $3,462,904 $857,033 $2,605,871
=== =========================================================================
<FN>
<F1> Represents net rental revenue collected for the month divided by the average number of units occupied during the month.
<F2> Represents total Property improvement costs, including capitalized costs, incurred during 1995.
</FN>
</TABLE>
<PAGE> 18
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 December
31, 1995, and its consolidated results of operations and cash
flows for the three years ended December 31, 1995, 1994 and 1993.
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 Annual 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 4,997 assignee units of limited
partnership of ORP ("Assignee Units") at a price of $332 per
Assignee Unit. Subsequent to the termination of the Affiliate
Tender, ORP determined that additional Assignee Unit Holders were
interested in selling their Assignee 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 Assignee Units up to an
aggregate of 600 Assignee Units at a price of $332 per Assignee
Unit, net to the seller in cash without interest ("Issuer
Tender"). The Issuer Tender has been extended to December 31,1996
with respect to the purchase of up to 600 additional Assignee
Units. Since August 1995, ORP has purchased, in the aggregate,
533 Assignee Units including five units purchased in February
1996, at a price of $332 per Assignee Unit.
Liquidity and Capital Resources
Current Position. At December 31, 1995, ORP held $1,765,215 in
cash, cash equivalents, and the working capital reserve, compared
to $2,099,361 at December 31, 1994. The decrease of $334,146 in
cash, cash equivalents, and the working capital reserve is
primarily attributable to increases in property operating income
offset by: (i) the purchase of Assignee Units totaling
approximately $178,248, and (ii) the payment of fees and expenses
totaling $267,261, 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 discussed
in Note 7 to the Financial Statements. Other Assets shown on the
Balance Sheet increased $167,442 to $915,283 at December 31, 1995
from $747,841 at December 31, 1994, primarily as a result of an
increase in the Replacement Reserve Subaccount. Other Assets
include a Liquidity Reserve Subaccount (for debt service), a
Recurring Replacement Reserve Subaccount (for property
improvements), a Property Insurance Escrow, and a Property Tax
Escrow for each of the Operating Partnerships totaling $179,600,
$252,322, $154,074, and $200,590, respectively. The Property
Insurance Escrows, Property Tax Escrows, and Recurring
Replacement Reserve Subaccounts are funded and maintained
<PAGE> 19
monthly, as needed, from property income (except security
deposits), in accordance with formulas established in the loan
agreement and based on expenditures required in the following
month. Accounts Receivable and other Prepaid Expenses totaling
$57,654 and $71,043, respectively, are also included in Other
Assets.
Unamortized deferred costs at December 31, 1995 were $619,800,
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 refurbishment expenses 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 $857,033 were made for
the year ended December 31, 1995, compared to $1,106,330 for the
same period in 1994. Of the $857,033 of property improvements,
$602,533 was capitalized for financial statement purposes,
compared to $774,810 of the $1,106,330 of property improvements
for the year ended December 31, 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 December 31, 1995 and 1994, deferred
property management fees to NHP/PMI amounted to $268,346 and
$131,478, respectively.
Results of Operations
The net operating income, before debt service and
refurbishment expenses, from each of the four investment
properties for the year ended December 31, 1995, as compared to
the years ended December 31, 1994 and 1993 is as follows:
<TABLE>
<CAPTION>
Property 1995 1994 1993
- - -----------------------------------------------------------------
<S> <C> <C> <C>
Fairlane East, Dearborn, MI $1,559,950 $1,414,244 $1,455,068
The Landings, Indianapolis, IN 461,989 519,327 442,224
Raven Hill, Burnsville, MN 989,897 816,311 884,115
Shadow Oaks, Tampa, FL 451,068 498,807 462,825
- - -----------------------------------------------------------------
Total Net Operating Income $3,462,904 $3,248,689 $3,244,232
==================================================================
</TABLE>
<PAGE> 20
In the aggregate, the net operating income reported by the
Partnership in 1995 increased more than 6%, compared to 1994.
Set forth below is a discussion of the properties which compares
their respective operations for the years ended December 31,
1995, 1994, and 1993.
1995 vs. 1994
Fairlane East
Fairlane East's net operating income for the year ended
December 31, 1995 increased by 10.3% from the same period in 1994
due to a 5.2% decrease in operating expenses and a 3.6% increase
in revenues. The increase in revenues can be attributed to a
stronger economy in the Dearborn, Michigan area due to commercial
development. The decrease in operating expenses is primarily
attributable to a decrease in maintenance, administrative and
marketing expenses and property taxes. Average occupancy for the
year ended December 31, 1995 increased to 99% from 96% in 1994.
The competitive services and rental rates, along with impressive
curb appeal, are contributing factors to the improvement in
occupancy. During 1995, the Partnership expended $422,285 on
property improvements, including $347,892 capitalized for
accounting purposes. Property improvements completed in 1995
include exterior painting, roof replacements, window
replacements, fence and deck replacements, front entrance
improvements, furnace replacements, carpet and vinyl floor
replacements, counter replacements, appliance repairs and
replacements, purchase of maintenance vehicle, and landscaping
improvements. Improvements budgeted for 1996 will focus on roof
replacements, continuing asphalt and concrete repairs, carpet and
vinyl replacements, and landscaping improvements. The Managing
General Partner anticipates slightly lower spending levels on
property improvements in 1996.
The Landings
The Landings' net operating income for the year ended December
31, 1995 decreased by 11% from the same period in 1994 due to a
14.9% increase in operating expenses and a 1.2% increase in
revenues. The increase in apartment expenses is primarily
attributable to an increase in property taxes, maintenance and
operating expenses. The property taxes in 1994 included a refund
for approximately $13,000 due to a successful appeal of the prior
year's taxes. Average occupancy for the year ended December 31,
1995 decreased to 94% from 96% in 1994. The Indianapolis rental
housing market has remained strong in 1995. The outlook of the
local economy and the rental market continues to be generally
favorable. During 1995, the Partnership expended $110,864 on
property improvements, including $73,016 capitalized for
accounting purposes. Some of the major project improvements
completed in 1995 included pool repairs, asphalt and curb
repairs, carport roofing repairs, carpet and vinyl floor
replacements, appliance replacements, HVAC repairs and
replacements, counter and cabinet replacements, balcony repairs
and replacements, and exterior painting. The Managing General
Partner anticipates that slightly higher levels of major property
improvements will be necessary in 1996 to maintain the property's
competitive position.
<PAGE> 21
Raven Hill
Raven Hill's net operating income for the year ended December
31, 1995 increased by 21.3% from the same period in 1994 due to
an 8.8% increase in revenues and only a 1% increase in expenses.
The slight increase in expenses is primarily attributable to an
increase in maintenance expenses. Average occupancy in 1995 and
1994 was 95%. The Partnership expended $238,176 for property
improvements during 1995, including $125,891 capitalized for
accounting purposes. Some of the major property improvements
completed in 1995 include roof replacements, refurbishment of
indoor pool/spa areas, resurfacing of racquetball courts, window
and door replacement, HVAC repair and replacements, appliance
replacements, carpet and vinyl floor replacements, structural
repairs, interior and exterior painting, landscaping, door
repairs and replacements. Property improvements scheduled for
1996 includes interior painting, exterior structural repairs,
common area repairs, carpet and vinyl floor replacements, HVAC
repairs, and appliance replacements. The Managing General
Partner anticipates that higher levels of property improvements
will be necessary in 1996 to ascertain the property's competitive
position.
Shadow Oaks
Shadow Oaks' net operating income for the year ended December
31, 1995 decreased by 9.6% from the same period in 1994 due to a
1.3% decrease in revenues and a 6.5% increase in operating
expenses. The increases in operating expenses is attributable to
an increase in maintenance, operating and administrative
expenses. The oversupply of housing in the area's submarket
continues to impact the Shadow Oaks community. The average
occupancy in 1995 decreased by one percentage point to 92%,
compared to 93% in 1994. Management believes that the decrease
in occupancy rates during 1995 is the result of increased home
buying in the Tampa area. Rates are expected to improve when
home buying activity levels off. During 1995, the Partnership
expended $85,708 on property improvements, including $55,734
capitalized for accounting purposes. Some of the major property
improvements completed during 1995 included carpet, vinyl floor
and appliance replacements, roof repairs, lighting replacements,
HVAC repairs, updating of landscaping, and cabinet replacements.
Improvements for 1996 will focus on continuing carpet, appliance
replacements, common area repairs and landscaping improvements.
The Managing General Partner anticipates that similar levels of
property improvements will be necessary in 1996 to maintain the
property's competitive position.
1994 vs. 1993
Fairlane East
Fairlane East's net operating income for the year ended
December 31, 1994 decreased by 2.8% from the same period in 1993
due to an 11.8% increase in operating expenses and a 3% increase
in revenues. The increase in revenues can be attributed to a
stronger economy in the Dearborn, Michigan area due to new
commercial development. In the Detroit metropolitan area,
population growth and unemployment rates have improved. The
<PAGE> 22
increase in operating expenses is attributable to an increase in
property taxes and maintenance expenses. The competitive
services and rental rates, along with impressive curb appeal,
were contributing factors to the improvement in occupancy.
Average occupancy in 1994 increased to 96% from 95% in 1993.
During 1994, the Partnership expended $342,593 on property
improvements, including $283,399 capitalized for accounting
purposes. Of the $342,593 in improvements, the temporary
Engineering/Capital Replacement Reserve Subaccount established at
the closing of the refinancing totaling $167,500 was used in full
to pay for required property improvements made in 1994. The
remaining cost of property improvements totaling $175,093 was
paid from the operations of the properties in 1994. Property
improvements completed in 1994 included exterior painting, roof
replacements, road resurfacing, concrete curb repairs, fence and
deck replacements, swimming pool renovations, furnace
replacements, carpet and vinyl floor replacements, and
landscaping improvements.
The Landings
The Landings' net operating income for the year ended December
31, 1994 increased by 17.4% from the amount reported for the same
period in 1993. Revenues increased by 3.2% and operating
expenses decreased by 9.1% in 1994, as compared to 1993. Most of
the decrease in operating expenses is attributable to a decrease
in property taxes. Maintenance and operating expenses also
decreased. Average occupancy in 1994 and 1993 was 96%. The
Indianapolis rental housing market remained strong in 1994 as
compared to the previous three years. Indianapolis experienced
solid population and employment growth during 1994. During 1994,
the Partnership expended $154,531 on property improvements,
including $105,022 capitalized for accounting purposes. Of the
$154,531 in improvements, the temporary Engineering/Capital
Replacement Reserve subaccount established at the closing of the
refinancing totaling $47,558, was used in full to pay for
required property improvements made in 1994. The remaining cost
of property improvements totaling $106,973, was paid from the
operations of the properties in 1994. Some of the major project
improvements completed in 1994 included pool repairs, asphalt and
curb repairs, carport roofing repairs, carpet and vinyl floor
replacements, appliance refurbishment, balcony repairs, and
exterior painting. The property is 20 years old and requires
attention to property improvements and renovations upon turnover.
Raven Hill
Raven Hill's net operating income for the year ended December
31, 1994 decreased by 7.7% from the amount reported for the year
ended December 31, 1993. This is a direct result of a 2.3%
increase in revenues and a 9.7% increase in expenses. The
increase in expenses is primarily attributable to an increase in
property taxes, and maintenance and administrative expenses.
Occupancy in 1994 increased to 95% from 92% in 1993. The
Partnership expended $538,767 for property improvements during
1994, including $349,501 that was capitalized for accounting
purposes. Of the $538,767 in improvements, the temporary
Engineering/Capital Replacement Reserve Subaccount established at
the closing of the refinancing totaling $198,379 was used in full
<PAGE> 23
to pay for required property improvements made in 1994. The
remaining cost of property improvements totaling $340,388, was
paid from the operations of the properties in 1994. Some of the
major property improvements completed in 1994 included roof
replacements, refurbishment of indoor pool/spa areas, resurfacing
of racquetball courts, parking lot repairs, carpet replacements,
appliance painting, door replacements, boiler repairs,
landscaping improvements, appliance replacements, laundry room
improvements, installation of card key system for all garages,
and lighting conversion in garages and hallways.
Shadow Oaks
Shadow Oaks' net operating income for the year ended December
31, 1994 increased by 7.8% from the amount reported for the same
period in 1993. The improved performance was the result of a
4.3% increase in revenues partially offset by a 1.1% increase in
expenses. The oversupply of housing in the area's submarket
continued to impact the Shadow Oaks community. The average
occupancy in 1994 decreased by 2 percentage points to 93%,
compared to 95% in 1993. Occupancy rates decreased from 96% for
the quarter ended March 31, 1994 to 87% for the quarter ended
December 31, 1994. Management believed that the decrease in
occupancy rates during 1994 was the result of increased home
buying in the Tampa area. The Shadow Oaks property continued its
resident retention program in 1994 in an effort to remain
competitive in the market. During 1994, the Partnership expended
$70,439 on property improvements, including $36,888 that was
capitalized for accounting purposes. A temporary
Engineering/Capital Replacement Reserve Subaccount was
established at closing for all properties except Shadow Oaks to
pay for necessary capital improvements identified during the
lender's due diligence review of the properties. Some of the
major property improvements completed during 1994 included
playground and parking lot striping and sealing, carpet, vinyl
and appliance replacements, lighting replacements, HVAC repairs,
and updating of landscaping and site signage.
1993 vs. 1992
Fairlane East
Fairlane East's net operating income for the year ended
December 31, 1993 increased 13.5% over the same period in 1992
due to a 5.7% increase in revenues and a 2.9% decrease in
operating expenses. This increase in revenue was attributed to a
stronger economy in the Dearborn, Michigan area due to new
commercial development. In the Detroit metropolitan area,
population growth and unemployment rates improved during 1993.
There was a 1.5% increase in job growth in 1993, compared to a
loss of 1.9% in 1992, and the projected population growth rate
through the year 2000 was 1.27%, compared to a 2% population loss
in 1992. Average occupancy in 1993 increased to 95% from 92% in
1992. During 1993, the Partnership expended $212,093 on property
improvements, including $156,067 that was capitalized for
accounting purposes. Property improvements completed during 1993
included structural repairs, carpet and vinyl floor replacements,
and appliance replacements.
<PAGE> 24
The Landings
The Landings reported a 17.7% increase in net operating income
for the year ended December 31, 1993 over the amount reported for
the year ended December 31, 1992. Revenues increased by 5.7% and
operating expenses decreased by 2.9% in 1993, as compared to
1992. Average occupancy in 1993 was 96%, representing a three
percentage point increase over the prior year. The Indianapolis
region's economy continued to improve in 1993, with moderate
employment growth and diversification adding much needed
stability. During 1993, the Partnership expended $129,513 on
property improvements, of which $74,957 was capitalized for
accounting purposes. Property improvements completed in 1993
included carpet, vinyl floor and roof replacements, and exterior
painting of some units.
Raven Hill
Raven Hill's net operating income for the year ended December
31, 1993 increased 24.1% over the amount reported for the year
ended December 31, 1992. This was a direct result of a 6.7%
increase in revenues and a 3.3% decrease in expenses. The
increase in revenues was primarily the result of fewer
concessions to tenants in 1993 (1% of rental income in 1993,
compared to 3% in 1992) and a real estate tax refund of $52,420.
While average occupancy in 1993 increased to 92% from 91% in
1992, occupancy rates decreased from 95% for the quarter ended
March 31, 1993 to 88% for the quarter ended December 31, 1993.
Management believes that the decrease in occupancy rates during
1993 was the result of increased home buying in the Burnsville
area and traffic congestion created by nearby bridge
construction. The Partnership expended $595,563 for property
improvements during 1993, including $520,781 that was capitalized
for accounting purposes. Property improvements completed during
1993 included structural repairs, extensive carpet, vinyl floor
and appliance replacements, and roof replacements.
Shadow Oaks
Shadow Oaks' net operating income for the year ended December
31, 1993 increased by 10.6% from the amount reported for the same
period in 1992. The improved performance was the result of a
5.2% increase in revenues combined with a slight decrease in
expenses. The oversupply of housing in the area's submarket
continued to impact the Shadow Oaks community in 1993. The
average occupancy in 1993 increased by one percentage point to
95%, compared to 94% in 1992. The Shadow Oaks property continued
its resident retention program in an effort to remain competitive
in the market. During 1993, the Partnership expended $127,084 on
property improvements, of which $42,872 was capitalized for
accounting purposes. Property improvements in 1993 focused
mainly on carpet replacement and exterior painting.
<PAGE> 25
Consolidated Statements of Operations-Other Income and Deductions.)
Interest expense was $1,812,358, $1,928,596 and $2,034,858 for
the years ended December 31, 1995, 1994 and 1993, respectively.
For the years ended December 31, 1995, 1994 and 1993, of the
total property improvements in the aggregate amounts of $857,033,
$1,106,330 and $1,064,253, respectively, $254,500, $331,520 and
$269,454, respectively, were refurbishment expenses. The
remaining balances of $602,533, $774,810 and $794,799,
respectively, were capitalized for financial statement purposes.
Depreciation expense for the years ended December 31, 1995,
1994 and 1993 was $1,097,222, $1,052,958 and $999,334,
respectively. Amortization expense for the years ended December
31, 1995, 1994 and 1993 was $97,874, $100,459 and $66,175,
respectively.
Interest income was $100,723, $83,800 and $24,179 for the years
ended December 31, 1995, 1994 and 1993, respectively.
ORP's administrative expenses for the years ended December 31,
1995, 1994 and 1993 were $209,037, $150,418 and $184,678,
respectively, excluding legal fees and costs incurred in
connection with certain tender offers and related litigation.
This $58,619 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 discussed in Note 7 to the Financial Statements.
<PAGE> 26
Report of Independent Accountants
To the Partners and Assignee Unit Holders of Oxford Residential
Properties I Limited Partnership:
We have audited the accompanying consolidated balance sheets of
Oxford Residential Properties I Limited Partnership and
Subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of operations, partners' capital and cash
flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of
the Partnership's Managing General Partner. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Oxford Residential Properties I Limited
Partnership and Subsidiaries as of December 31, 1995 and 1994,
and the consolidated results of its operations and its cash flows
for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting
principles.
Coopers & Lybrand L.L.P.
------------------------
Coopers & Lybrand L.L.P.
Washington, D.C.
February 11, 1996
<PAGE> 27
Oxford Residential Properties I Limited Partnership and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, 1995 1994
- - -----------------------------------------------------------------------------
<S> <C> <C>
Assets
Investment properties, at cost
Land $ 3,680,539 $ 3,682,239
Buildings and improvements, net of
accumulated depreciation of
$12,522,504 and $11,425,282,
respectively 21,382,320 21,877,009
----------- -----------
Total Investment Properties 25,062,859 25,559,248
----------- -----------
Cash and cash equivalents 930,744 1,306,836
Working capital reserve 834,471 792,525
Tenant security deposits 120,624 91,192
Deferred costs, net of amortization of
$2,297,434 and $2,199,560, respectively 619,800 717,674
Other assets 915,283 747,841
----------- -----------
3,420,922 3,656,068
----------- -----------
Total Assets $28,483,781 $29,215,316
=========== ===========
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $21,827,812 $22,129,117
Accounts payable and accrued expenses 568,174 545,281
Distributions payable 188,895 128,570
Due to affiliates 268,396 131,528
Tenant security deposits 120,624 91,192
----------- -----------
Total Liabilities 22,973,901 23,025,688
----------- -----------
Commitments and contingencies (Notes 9 and 10) 0 0
Partners' Capital
General Partners (1,043,882) (1,040,210)
Assignor Limited Partner 457 466
Assignee Unit Holders (25,714 Assignee Units
issued and 25,186 outstanding for 1995;
25,714 Assignee Units issued and outstanding
for 1994) 6,553,305 7,229,372
----------- -----------
Total Partners' Capital 5,509,880 6,189,628
----------- -----------
Total Liabilities and Partners' Capital $28,483,781 $29,215,316
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 28
Oxford Residential Properties I Limited Partnership and Subsidiaries
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For the Years Ended December 31, 1995 1994 1993
- - -----------------------------------------------------------------------------
<S> <C> <C> <C>
Apartment Revenues
Rental income $6,667,312 $6,399,684 $6,150,099
Other income 228,184 219,243 276,277
---------- ---------- ----------
Total Apartment Revenues 6,895,496 6,618,927 6,426,376
---------- ---------- ----------
Apartment Expenses
Maintenance 1,122,325 1,080,895 1,033,045
Operating 582,931 540,154 545,763
Administrative 467,378 451,666 413,625
Property management fees 342,171 328,695 319,831
Property taxes 815,122 857,573 769,243
Marketing 102,665 111,255 100,637
---------- ---------- ----------
Total Apartment Expenses 3,432,592 3,370,238 3,182,144
---------- ---------- ----------
Net Operating Income 3,462,904 3,248,689 3,244,232
---------- ---------- ----------
Other Deductions
Interest expense 1,812,358 1,928,596 2,034,858
Depreciation and amortization 1,195,096 1,153,417 1,065,509
Refurbishment expenses 254,500 331,520 269,454
Interest income (100,723) (83,800) (24,179)
Partnership administrative expenses 209,037 150,418 184,678
Litigation and tender compliance 276,671 0 0
---------- ---------- ----------
Total Other Deductions 3,646,939 3,480,151 3,530,320
---------- ---------- ----------
Loss Before Extraordinary Item $ (184,035) $ (231,462) $ (286,088)
========== ========== ==========
Extraordinary Gain from
Debt Forgiveness $ 0 $ 169,259 $ 0
========== ========== ==========
Net Loss $ (184,035) $ (62,203) $ (286,088)
========== ========== ==========
Net Loss Allocated to
Assignee Unit Holders $ (180,354) $ (60,959) $ (280,366)
========== ========== ==========
Loss Before Extraordinary
Item per Assignee Unit $ (7.07) $ (8.82) $ (10.90)
========== ========== ==========
Net Loss per Assignee Unit $ (7.07) $ (2.37) $ (10.90)
========== ========== ==========
Weighted average number of
Assignee Units Outstanding 25,515 25,714 25,714
========== ========== ==========
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 29
Oxford Residential Properties I Limited Partnership and Subsidiaries
Consolidated Statement of Partner's Capital
<TABLE>
<CAPTION>
Limited Partners'Interests
--------------------------
For the Years Ended December 31, Assignee Assignor General
1995, 1994, and 1993 Unit Holders Limited Partner Partners Total
- - -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1992 $8,084,977 $483 $(1,033,261) $7,052,199
- - -------------------------------------------------------------------------------------------
Net loss (280,366) (14) (5,708) (286,088)
Distributions to Assignee
Unit Holders (257,140) 0 0 (257,140)
- - -------------------------------------------------------------------------------------------
Balance, December 31, 1993 7,547,471 469 (1,038,969) 6,508,971
- - -------------------------------------------------------------------------------------------
Net loss (60,959) (3) (1,241) (62,203)
Distributions to Assignee
Unit Holders (257,140) 0 0 (257,140)
- - -------------------------------------------------------------------------------------------
Balance, December 31, 1994 7,229,372 466 (1,040,210) 6,189,628
- - -------------------------------------------------------------------------------------------
Net loss (180,354) (9) (3,672) (184,035)
Distributions to Assignee
Unit Holders (317,465) 0 0 (317,465)
Purchase of Units (178,248) 0 0 (178,248)
- - -------------------------------------------------------------------------------------------
Balance, December 31, 1995 $6,553,305 $457 $(1,043,882) $5,509,880
===========================================================================================
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE> 30
Oxford Residential Properties I Limited Partnership and Subsidiaries
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
For the Years Ended December 31, 1995 1994 1993
- - ----------------------------------------------------------------------------
<S> <C> <C> <C>
Operating activities
Net loss $ (184,035) $ (62,203) $ (286,088)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation and amortization 1,195,096 1,153,417 1,065,509
Gain from Debt Forgiveness 0 (169,259) 0
Changes in assets and liabilities:
Tenant security deposits
liability 29,432 40,535 (4,838)
Tenant security deposits (29,432) (40,535) 4,838
Other assets (167,442) (261,601) (51,811)
Accounts payable and
accrued expenses 22,893 (14,511) 180,643
Due to affiliates 136,868 131,478 130,811
- - ----------------------------------------------------------------------------
Net cash provided by
operating activities 1,003,380 777,321 1,039,064
- - ----------------------------------------------------------------------------
Investing activities
Restricted reserve 0 0 500,000
Increase in working
capital reserve (41,946) (298,716) (288,585)
Additions to investment
properties (602,533) (774,810) (794,799)
Sale of land 1,700 0 0
- - ---------------------------------------------------------------------------
Net cash used in
investing activities (642,779) (1,073,526) (583,384)
- - ---------------------------------------------------------------------------
Financing activities
Refinancing proceeds 0 22,362,000 0
Distributions paid (257,140) (385,710) 0
Refinancing costs 0 (606,463) (209,912)
Subordinated management fees paid 0 (901,759) 0
Mortgage principal paid (301,305) (19,656,971) (77,538)
Purchase of Assignee Units (178,248) 0 0
- - ---------------------------------------------------------------------------
Net cash (used in) provided
by financing activities (736,693) 811,097 (287,450)
- - ---------------------------------------------------------------------------
Net (decrease) increase in
cash and cash equivalents (376,092) 514,892 168,230
Cash and cash equivalents,
beginning of year 1,306,836 791,944 623,714
- - ---------------------------------------------------------------------------
Cash and cash equivalents,
end of year $ 930,744 $ 1,306,836 $ 791,944
===========================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Partnership Organization
Oxford Residential Properties I Limited Partnership (the
"Partnership") was formed under the Maryland Revised Uniform
Limited Partnership Act on January 19, 1984, to acquire, own and
operate residential properties. The Partnership began operations
in September 1984 and will continue until December 31, 2027,
unless terminated earlier under the provisions of the Partnership
Agreement.
The General Partners of the Partnership are Oxford Residential
Properties I Corporation and Oxford Fund I Limited Partnership.
Oxford Residential Properties I Corporation serves as the
Managing General Partner, and Oxford Fund I Corporation serves as
Associate General Partner. ORP I Assignor Corporation, the
Assignor Limited Partner, has assigned the ownership of its
limited partnership interests (including ORP I Assignor
Corporation's rights to a percentage of the income, gains,
losses, deductions, and distributions of the Partnership) to the
purchasers of Assignee Units on the basis of one unit of limited
partnership interest for one Assignee Unit. The General Partners
and the Assignor Limited Partner are affiliated through common
ownership. The Partnership's net profit or loss is allocated to
the Assignee Unit Holders and partners in accordance with the
Partnership Agreement.
The Partnership sold $25,714,000 in Assignee Unit interests in
a public offering that concluded in October 1985. There is
currently no established public market in which the Assignee
Units are traded. 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 Assignee Units up to an aggregate of 600 Assignee
Units at a price of $332 per Assignee Unit net to the seller in
cash without interest ("Issuer Tender").The Issuer Tender has been
extended to December 31, 1996 with respect to the purchase of up
to 600 additional Assignee Units. Since August 1995, ORP has
purchased, in the aggregate, 533 Assignee Units, including five
units purchased in February 1996, at a price of $332 per Assignee
Unit.
Effective January 12, 1994, the Partnership completed the
refinancing of all debt collateralized by three of its
properties, as well as the placement of a new loan collateralized
by the fourth property. To use this financing program, the
Partnership was required to modify its ownership structure in
certain respects. Accordingly, the Partnership transferred its
ownership interests in the properties to four new entities: (i)
ORP One L.L.C. (Fairlane East), (ii) ORP Two L.L.C. (The
Landings), (iii) ORP Three L.L.C. (Raven Hill), and (iv) ORP Four
Limited Partnership (Shadow Oaks). In the case of Shadow Oaks, a
limited partnership was used because, under applicable Florida
law, limited liability companies are taxed as corporations rather
than partnerships. The Partnership effectively holds all of the
ownership interests of each of these entities. The Partnership
holds a direct 99% interest in each new entity, and the remaining
<PAGE> 32
1% interest is held by one of four new corporations: (i) ORP
Corporation I; (ii) ORP Corporation II; (iii) ORP Corporation
III; and (iv) ORP Corporation IV. The Partnership owns all of
the stock of these new corporations.
Note 2. Significant Accounting Policies
Basis of presentation. The consolidated financial statements
include the accounts of the Partnership and its subsidiaries.
All significant intercompany balances and transactions have been
eliminated.
Method of accounting. The Partnership's consolidated financial
statements are prepared on the accrual basis, in accordance with
generally accepted accounting principles.
Investment Properties. Investment properties are carried at
cost, net of accumulated depreciation and allowance for
unrecoverable amounts pertaining to permanent declines in
property values.
Depreciation and amortization. For financial reporting
purposes, depreciation of buildings and improvements is
calculated based upon cost less the estimated salvage value on a
straight-line basis over the estimated useful life of the
property of 25 years. Personal property is depreciated on a
straight-line basis over five years. For income tax reporting
purposes, depreciation of buildings, improvements and personal
property is calculated using the accelerated cost recovery
methods, as provided in Section 168 of the Internal Revenue Code.
For both financial and income tax reporting purposes,
financing fees are amortized on a straight-line basis over the
life of the respective loan agreements.
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 dates of the financial statements and the
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
Income taxes. No provision has been made for federal, state,
or local income taxes in the financial statements of the
Partnership, since the partners and the Assignee Unit Holders are
required to report on their individual tax returns their
allocable share of income, gains, losses, deductions, and credits
of the Partnership. The Partnership's tax return is prepared on
the accrual basis.
Net loss and distributions per Assignee Unit. Net loss and
distributions per Assignee Unit are based on the weighted average
number of units outstanding during the year.
For financial reporting purposes, the income/loss before and
after extraordinary item per Assignee Unit and the 1994
extraordinary gain per Assignee Unit have been calculated by
dividing the portion of the Partnership's net income/loss before
<PAGE> 33
and after extraordinary item or the extraordinary gain allocable
to Assignee Unit Holders (98%) by the 25,714 Assignee Units
outstanding as of December 31, 1994. The 1994 extraordinary gain
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 the portfolio debt refinancing in 1994. The 1994
extraordinary gain per Assignee Unit was $6.45.
Statements of cash flows. Since the consolidated statements
of cash flows are intended to reflect only cash receipts and cash
payment activity, the statements do not reflect investing and
financing activity that affect recognized assets or liabilities
and do not result in cash receipts or cash payments. This
noncash activity consists of distributions payable of $188,895,
$128,570 and $257,140 at December 31, 1995, 1994 and 1993,
respectively.
Interest on mortgage loans paid in 1995, 1994, and 1993 was
$1,814,429, $1,763,158, and $1,943,907, respectively.
Cash and cash equivalents. Cash and cash equivalents consist
of all demand deposits and government money market funds stated
at cost, which approximates market value, with original
maturities of three months or less.
Note 3. Working Capital Reserve
Working Capital Reserve. The Partnership established an
initial working capital reserve in the amount of $1,285,700 in
1985 from net offering proceeds received in excess of investment
properties acquired. Funds in the reserve, which are invested in
United States Treasury Bills, are stated at cost, which
approximates market value. The Partnership Agreement permits
additions to the reserve of such amounts derived from the
operations of residential properties as deemed advisable by the
Managing General Partner. All funds held in the working capital
reserve will be available to fund renovations and repairs,
operating deficits, and other contingencies of the residential
properties. Funds held in the working capital reserve also can
be used to supplement distributions to the Assignee Unit Holders.
<PAGE> 34
Note 4. Investment Properties
Information regarding the four investment properties is listed below.
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------
Schedule of Carrying Values
- - ----------------------------------------------------------------------------
Date of Purchase Carrying No. of
Property Acquisition Price Values<F1> Units
- - ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairlane East
Dearborn, Michigan 12/23/85 $12,100,000 $ 9,580,579 244
The Landings
Indianapolis, Indiana 10/31/84 4,050,000 3,179,900 150
Raven Hill
Burnsville, Minnesota 12/24/86 12,158,800 7,120,203 304
Shadow Oaks
Tampa, Florida 2/07/85 7,138,000 5,182,177 200
- - ----------------------------------------------------------------------------
Total $35,446,800 $25,062,859 898
============================================================================
</TABLE>
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------
Reconciliation of Real Estate
- - ---------------------------------------------------------------------------
For the Years Ended December 31, 1995 1994 1993
- - ---------------------------------------------------------------------------
<S> <C> <C> <C>
Balance, beginning of period $36,984,530 $36,209,720 $35,414,921
Sale of Land (1,700) 0 0
Capitalized Improvements 602,533 774,810 794,799
- - ---------------------------------------------------------------------------
Balance, end of period $37,585,363 $36,984,530 $36,209,720
===========================================================================
</TABLE>
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------
Reconciliation of Accumulated Depreciation
- - ---------------------------------------------------------------------------
For the Years Ended December 31, 1995 1994 1993
- - ---------------------------------------------------------------------------
<S> <C> <C> <C>
Balance, beginning of period $11,425,282 $10,372,324 $ 9,372,990
Depreciation expense for period 1,097,222 1,052,958 999,334
- - ---------------------------------------------------------------------------
Balance, end of period $12,522,504 $11,425,282 $10,372,324
===========================================================================
<FN>
<F1> All of the properties were appraised by Blake & Associates in
September 1993 in connection with the portfolio refinancing. The
aggregate appraised value of the properties was $30,000,000. The
carrying value represents land and building, including capitalized
improvements to date, less accumulated depreciation to date.
</FN>
</TABLE>
<PAGE> 35
<TABLE>
<CAPTION>
Notes to Consolidated Financial Statements
Note 4. Investment Properties (continued)
For the Year Ended December 31, 1995
Cost
Initial Cost Capitalized Subsequent Gross Amount Carried at
to Partnership to Acquisition Close of Period
-------------- ---------------------- --------------------------
Improvements
Buildings & & Buildings
Description Encumbrances Land Improvements Adjustments<F2> & Land Improvements Total<F3>
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fairlane East Apts. $10,029,549 $1,251,349 $11,158,889 $ 1,670,641 $1,251,349 $12,829,530 $14,080,879
Dearborn, Michigan
(244 units - garden
apartments)
The Landings 3,306,091 551,810 3,593,680 693,061 561,750 4,276,801 4,838,551
Indianapolis, Indiana
(150 units - garden
apartments)
Raven Hill Apts. 5,051,378 908,607 11,603,523 (1,676,417)<F4> 908,607 9,927,105 10,835,712
Burnsville, Minnesota
(304 units - garden
apartments)
Shadow Oaks Apts. 3,440,794 962,588 6,635,885 233,248 958,833 6,871,388 7,830,221
Tampa, Florida
(200 units - garden
apartments)
- - ------------------------------------------------------------------------------------------------------------------------------
TOTAL $21,827,812 $3,674,354 $32,991,977 $ 920,533 $3,680,539 $33,904,824 $37,585,363
==============================================================================================================================
<FN>
<F1> No material intercompany profits are included in the carrying value of real estate apartment properties.
<F2> Net of seller guarantee payments.
<F3> The aggregate cost for federal income tax purposes is $40,691,880.
<F4> Includes a reduction in carrying value of $2,839,615 recorded in 1991.
</FN>
</TABLE>
<PAGE> 35 (continued)
<TABLE>
<CAPTION>
Life upon which
Depreciation in
Latest Income
Accumulated Date of Date Statement is
Description Depreciation Const. Acquired Computed (Years)
- - ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairlane East Apts. $ 4,500,300 1972 12/23/85 5-25
Dearborn, Michigan
(244 units - garden
apartments)
The Landings 1,658,651 1974 10/31/84 5-25
Indianapolis, Indiana
(150 units - garden
apartments)
Raven Hill Apts. 3,715,509 1974 12/24/86 5-25
Burnsville, Minnesota
(304 units - garden
apartments)
Shadow Oaks Apts. 2,648,044 1984 2/07/85 5-25
Tampa, Florida
(200 units-garden
apartments)
-----------
$12,522,504
===========
</TABLE>
<PAGE> 36
Note 5. Net Profits, Losses and Cash Distributions
Cash flow, as defined in the Partnership Agreement, will be
distributed within 60 days after June 30 and December 31, 90% to
the Assignee Unit Holders and 10% to the General Partners and the
Assignor Limited Partner. The first cash distribution year was
for the period August 1, 1985 through July 31, 1986, in which the
Assignee Unit Holders were entitled to a noncumulative, preferred
5% return. During the second cash distribution year and
thereafter, the Assignee Unit Holders are entitled to a
noncumulative, preferred 6% return. To the extent that these
preferences are not achieved from current operations, 40% of the
property management fees and the General Partners' and the
Assignor Limited Partner's 10% share in cash flow will be
deferred. Deferred property management fees are to be paid
without interest in the next year in which excess cash flow is
available after distribution to the Assignee Unit Holders of
their preferred 6% return or out of sale or refinancing proceeds.
Profits and losses for financial statement and tax purposes
arising from Partnership operations are allocated 98% to the
Assignee Unit Holders and 2% to the General Partners and the
Assignor Limited Partner.
All sale or refinancing proceeds, as defined in the
Partnership Agreement, will be distributed as follows:
(1) to the Assignee Unit Holders to repay their adjusted
capital contributions;
(2) to the General Partners and Assignor Limited Partner to
repay their adjusted capital contributions;
(3) to the Assignee Unit Holders until payment of the
preferred return on disposition (that is, an amount equal
to 10% of the adjusted capital contributions multiplied by
the number of calendar years from and including 1986) is
achieved;
(4) to the General Partners and Assignor Limited Partner in an
amount equal to any portion of their cash flow from
operations which was previously deferred and not paid in
subsequent years;
(5) to pay property disposition fees to Oxford National
Properties Corporation; and
(6) to pay any remaining amount 85% to the Assignee Unit
Holders and 15% to the General Partners and Assignor
Limited Partner.
Sale or refinance proceeds have been defined to be all cash
receipts arising from such transaction less expenses of the
transaction, the repayment of all related debt including the
mortgage loan, the payments of any previously subordinated
property management fees, and the payments to fund reserves.
<PAGE> 37
All liquidation proceeds shall be first distributed to each
Assignee Unit Holder and Partner, in an amount equal to the
positive balance in his capital account and, thereafter, in the
amounts and order of priority established above for sale or
refinancing proceeds.
The profits for tax purposes resulting from the sale of an
investment property which does not constitute the sale of
substantially all of the Partnership's assets will be allocated
among the Assignee Unit Holders, General Partners, and the
Assignor Limited Partner in a proportion equal to the
distributions received from the proceeds of such sale. Any
profits in excess of the cash distribution will be allocated 98%
to the Assignee Unit Holders and 2% to the General Partners and
the Assignor Limited Partner. A loss from such a sale will be
allocated 98% to the Assignee Unit Holders and 2% to the General
Partners and Assignor Limited Partner.
The profits for tax purposes from the sale or liquidation of
all or substantially all of the Partnership's assets will be
allocated as follows:
(1) the portion of the profits attributable to the excess of
the indebtedness of the investment property prior to its
sale over the Partnership's adjusted basis in such
property will be allocated to each Assignee Unit Holder
having a negative capital account balance, to the extent
of such negative balance, in the proportion that the
negative balance of each Assignee Unit Holder's capital
account bears to the aggregate negative balances of all
the Assignee Unit Holders; and
(2) the remainder will be allocated among the Partners and
Assignee Unit Holders in proportion to the amount of sale
or refinancing proceeds which was distributed to them in
connection with the sale of the investment property or
liquidation of the Partnership.
Losses for tax purposes from the sale of all or substantially
all of the assets of the Partnership or the liquidation of the
Partnership will be allocated as follows:
(1) losses equal to the amount by which the capital accounts
of the Assignee Unit Holders and Partners exceed the
total adjusted capital contributions will be allocated
based on the ratio of each Assignee Unit Holder's and
Partner's capital account excess balance to the total
excess balance;
(2) losses will be allocated among the Assignee Unit Holders
and Partners with positive capital accounts equal to the
ratio of each Assignee Unit Holder's and Partner's
positive capital account to the total positive capital
accounts; and
(3) any remaining losses will be allocated 98% to Assignee
Unit Holders and 2% to the General Partners and the
Assignor Limited Partner.
<PAGE> 38
Note 6. 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 December 31, 1995, the total outstanding balance of the four
mortgage notes payable was $21,827,812. The properties are in
compliance with their respective loan agreements as of December
31, 1995.
The principal terms of the new mortgage notes payable are as
follows:
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------
Mortgage Monthly
Property Collateralizing Debt Note Amount Debt Service<F1>
- - -----------------------------------------------------------------
<S> <C> <C>
Fairlane East $10,029,549 $ 81,013
The Landings 3,306,091 26,705
Raven Hill 5,051,378 40,802
Shadow Oaks 3,440,794 27,793
- - -----------------------------------------------------------------
Total $21,827,812 $176,313
=================================================================
<FN>
<F1> Includes principal and interest.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Principal amortization over the next five years is as follows:
Year Amortization
---- ------------
<S> <C>
1996 $327,151
1997 $355,185
1998 $385,622
1999 $418,666
2000 $454,543
</TABLE>
The mortgage notes require the establishment and maintenance
of escrow subaccounts for each property. These subaccounts are
the Basic Carrying Costs Subaccount, the Debt Service Payment
Subaccount, the Recurring Replacement Reserve Subaccount, the
Operations and Maintenance Expense Subaccount, the Liquidity
Reserve Subaccount, and the Curtailment Reserve Subaccount. The
Basic Carrying Costs Subaccount and Liquidity Reserve Subaccount
were initially funded in full out of loan proceeds for all
properties at the mortgage closing. A temporary
Engineering/Capital Replacement Reserve Subaccount was also
established at closing for all properties, except Shadow Oaks, to
pay for necessary capital improvements identified during the
<PAGE> 39
lender's due diligence review of the properties. The permanent
subaccounts, except the Operations and Maintenance Expense
Subaccount and the Curtailment Reserve Subaccount, will hereafter
be directly funded and maintained monthly, as needed, from
property income (except security deposits), in accordance with
formulas established in the loan agreement and based on
expenditures required in the following month. The Operations and
Maintenance Expense Subaccount and the Curtailment Reserve
Subaccount would be established if the borrowers have not
provided a written commitment for the refinancing of the existing
loans on or before six months prior to the maturity dates of the
existing loans. The subaccounts will be funded monthly in the
order listed above, except for certain changes that may occur in
the year prior to maturity of the respective loans. Excess
income from each property will be distributed to the applicable
borrower after all subaccounts that must be funded at that time
have been fully funded in the given month, according to the terms
of the Loan Agreement.
The mortgage notes prohibit secondary financing unless
specifically approved by the lender or specified in the loan
documents. In addition, the mortgage notes prohibit prepayment
before five years and impose a prepayment penalty equal to the
greater of 1% or the Yield Maintenance Premium (as defined in the
Loan Agreement) for prepayments during the sixth and seventh
years. After the seventh year prepayment is allowed with no
prepayment penalty.
In general, the loans are nonrecourse. ORP One L.L.C. and ORP
Corporation I, ORP Two L.L.C. and ORP Corporation II, ORP Three
L.L.C. and ORP Corporation III, and ORP Four Limited Partnership
and ORP Corporation IV have guaranteed payment of all clean-up
costs if environmental contamination is subsequently discovered
on their respective properties.
Note 7. Transactions with Affiliates
<TABLE>
<CAPTION>
December 31, 1995 1994 1993
------------------------------
<S> <C> <C> <C>
Expense reimbursement $ 64,796 $ 58,150 $ 81,178
Property management fees 342,171 328,695 319,831
------------------------------
Total $406,967 $386,845 $401,009
==============================
</TABLE>
The Partnership has no directors or officers. The Managing
General Partner and its affiliates do not receive any direct
compensation, but receive fees and are reimbursed by ORP for any
actual direct costs and expenses incurred in connection with the
operation of the Partnership.
Expense reimbursements are for affiliates' personnel costs,
travel expenses and interests on interim working capital advances
for activities directly related to the Partnership and which were
not covered separately by fees. Total reimbursements to the
<PAGE> 40
Managing General Partner and its affiliates for the year ended
December 31, 1995, were approximately $64,796 for administrative
and accounting related costs, compared to $58,150 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 $136,868, $131,478 and $130,811 for the years ended
December 31, 1995, 1994 and 1993, respectively, have been
deferred and are included in due to affiliates in the
accompanying consolidated balance 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.
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.
Note 8. Taxable Loss
A reconciliation of the major differences between net loss for
the consolidated financial statements and net loss for tax
purposes is as follows:
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------
December 31, 1995 1994 1993
- - ----------------------------------------------------------------------
<S> <C> <C> <C>
Net loss per consolidated
financial statements $184,035 $ 62,203 $ 286,088
Excess tax depreciation 509,944 606,869 718,550
- - ----------------------------------------------------------------------
Net loss for tax reporting purposes $693,979 $669,072 $1,004,638
======================================================================
Per Assignee Unit:
Net loss per financial statements $ 7.07 $ 2.37 $ 10.90
Excess tax depreciation 19.58 23.13 27.39
- - ----------------------------------------------------------------------
Net loss for tax reporting purposes $ 26.65 $ 25.50 $ 38.29
======================================================================
</TABLE>
<PAGE> 41
Note 9. Commitments and Contingencies
The Partnership through its subsidiaries, owns real estate and
as such is subject to various environmental laws of Federal and
local governments. Compliance by the Partnership with existing
laws has not had a material adverse effect on its financial
condition, results of operations, or liquidity, and based on
reports from independent third parties, management does not
believe it will have such an effect in the future. However, the
Partnership cannot predict the impact of new or changed laws or
regulations on its current properties.
Note 10. Subsequent Events
On February 27, 1996, the Managing General Partner declared a
cash distribution by the Partnership for the second half of 1995,
in the amount of $188,895 to its limited partners as of December
31, 1995. The distribution was paid on February 29, 1996, and
equaled $7.50 per Assignee Unit, or an annualized return of 1.5%
on the original cost of $1,000 per Assignee Unit. This
represents an increase of $2.50 per Assignee Unit, or 50%, and
resulted in total distributions for 1995 of $12.50 per Assignee
Unit or an annualized return of 1.25% on the original cost of
$1,000 per Assignee Unit.
<PAGE> 42
Distribution Information
<TABLE>
<CAPTION>
The following table sets forth, on a semiannual basis, all
distributions declared since inception of the Partnership.
Amount Distributed<F1>
----------------------------
Per Assignee
Six months Ended<F1> Unit Investors<F2>
- - --------------------------------------------------------------------
<S> <C> <C>
1995 December 31, 1995 $ 7.50 $ 188,895
June 30, 1995 $ 5.00 $ 128,570
1994 December 31, 1994 $ 5.00 $ 128,570
June 30, 1994 $ 5.00 $ 128,570
1993 December 31, 1993 $ 10.00 $ 257,140
June 30, 1993 $ 0.00 $ 0
1992 December 31, 1992 $ 0.00 $ 0
June 30, 1992 $ 0.00 $ 0
1991 December 31, 1991 $ 0.00 $ 0
June 30, 1991 $ 0.00 $ 0
1990 December 31, 1990 $ 5.00 $ 128,570
June 30, 1990 $ 5.00 $ 128,570
1989 December 31, 1989 $ 5.00 $ 128,570
June 30, 1989 $ 10.00 $ 257,140
1988 December 31, 1988 $ 12.60 $ 323,995
June 30, 1988 $ 12.40 $ 318,854
1987 December 31, 1987 $ 20.37 $ 523,775
June 30, 1987 $ 24.35 $ 626,237
1986 December 31, 1986 $ 20.76 $ 533,732
June 30, 1986 $ 25.00 $ 642,880
1985 December 31, 1985<F3> $ 12.93 $ 332,381
- - -----------------------------------------------------------------
Total $185.91 $4,776,449
=================================================================
<FN>
<F1> Distributions in all cases were paid in the second month
following the six-month period to which the distribution
relates.
<F2> The aggregate amount distributed to Investors since
inception is $4,776,449, or approximately 18.6% of their
original investment.
<F3> Assumes Investors were admitted in July 1985.
</FN>
</TABLE>
<PAGE> 43
General Partnership Information
Advisor
Merrill Lynch, Hubbard Inc.
New York, New York
Selling Agent
Merrill Lynch, Pierce, Fenner & Smith, Incorporated
New York, New York
Legal Counsel
Shaw, Pittman, Potts & Trowbridge
Washington, D.C.
Independent Accountants
Coopers & Lybrand L.L.P.
Washington, D.C.
Transfer Agent and Registrar
MMS Escrow & Transfer Agency, Inc.
P.O. Box 7090
Troy, Michigan 48007-7090
Managing General Partner
Oxford Residential Properties I Corporation
7200 Wisconsin Avenue, 11th Floor
Bethesda, Maryland 20814
The Annual Report on Form 10-K for the
Year Ended December 31, 1995, filed with
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
<PAGE> 44
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 Annual Report on Form 10-K for the year ended December 31,
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
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC
Form 10-K and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,765,215
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,655,707
<PP&E> 37,585,363
<DEPRECIATION> 12,522,504
<TOTAL-ASSETS> 28,483,781
<CURRENT-LIABILITIES> 1,146,089
<BONDS> 21,827,812
0
0
<COMMON> 0
<OTHER-SE> 5,509,880
<TOTAL-LIABILITY-AND-EQUITY> 28,483,781
<SALES> 0
<TOTAL-REVENUES> 6,895,496
<CGS> 0
<TOTAL-COSTS> 3,432,592
<OTHER-EXPENSES> 1,834,581
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,812,358
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (184,035)
<EPS-PRIMARY> (7.07)
<EPS-DILUTED> (7.07)
</TABLE>
