<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
--------------------------------
Commission file number: 0-14533
--------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Maryland 52-1322906
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7200 Wisconsin Avenue, 11th floor, Bethesda, Maryland 20814
(Address of principal executive offices) (Zip Code)
(301) 654-3100
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Assignee Units
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ NO / /
There is no public trading market for the Assignee Units.
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.
Index to Exhibits is found on page 4.
=================================================================
<PAGE> 2
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Balance Sheets for Oxford Residential
Properties I Limited Partnership ("Oxford Residential Properties
I," "ORP," or the "Partnership") as of September 30, 1996 and
December 31, 1995, the Consolidated Statements of Operations for
the three- and nine-month periods ended September 30, 1996 and
1995, the Consolidated Statement of Partners' Capital as of
September 30, 1996, the Consolidated Statements of Cash Flows for
the nine-month periods ended September 30, 1996 and 1995, and the
notes thereto, in accordance with generally accepted accounting
principles, are incorporated by reference to sequentially
numbered pages 14 through 20 of ORP's Quarterly Report
(Unaudited) dated September 30, 1996, attached hereto as Exhibit
20 (the "Quarterly Report").
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
A discussion of ORP's financial condition and results of
operations for the three- and nine-month periods ended
September 30, 1996 is incorporated herein by reference to
sequentially numbered pages 6 through 13 entitled "Report of
Management" included in ORP's Quarterly Report (Unaudited).
PART II-OTHER INFORMATION
Item 1. 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 2. Changes in Securities. None.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
For a list of Exhibits as required by Item 601 of Regulation
S-K, see Exhibit Index on page 4 of this report.
(b) Reports on Form 8-K. None.
No other items were applicable.
<PAGE> 3
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Oxford Residential Properties I Limited Partnership
By: Oxford Residential Properties I Corporation
Managing General Partner of the Registrant
Date: 11/19/96 By: /s/ 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: 11/19/96 By: /s/ Leo E. Zickler
-------- --------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 11/19/96 By: /s/ Francis P. Lavin
-------- --------------------------------------------
Francis P. Lavin
President
<PAGE> 4
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
EXHIBIT INDEX
(Listed according to the number assigned in the Exhibit Table in
Item 601 of Regulation S-K.)
(11) Statement regarding computation of per share earnings.
The information to compute earnings per share is provided in
the financial statements and notes thereto of the Oxford
Residential Properties I Limited Partnership's Quarterly
Report (Unaudited) to Assignee Unit Holders, attached as
Exhibit 20 (sequentially numbered pages 14 through 20).
(20) Report furnished to security holders.
Oxford Residential Properties I Limited Partnership's
Quarterly Report (Unaudited) dated September 30, 1996,
follows on sequentially numbered pages 5 through 22 of this
report.
(27) Financial Data Schedule.
<PAGE> 5
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
September 30, 1996
CONTENTS
Report of Management
Average Occupancy
Summary of Project Data
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Partners' Capital
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Instructions for Investors who wish to reregister or
transfer ORP Assignee Units
<PAGE> 6
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
The following report provides additional information about the
consolidated financial condition of Oxford Residential Properties
I Limited Partnership ("Oxford Residential Properties I," "ORP,"
or the "Partnership") as of September 30, 1996, its consolidated
results of operations for the three- and nine-month periods ended
September 30, 1996, and its cash flows for the nine-month period
ended September 30, 1996. This report and analysis should be
read together with the consolidated financial statements and
related notes thereto and the selected consolidated financial
data appearing elsewhere in this Quarterly Report.
Recent Developments
On May 25, 1995, an affiliate of ORP and its managing general
partner, Oxford Residential Properties I Corporation ("Managing
General Partner"), completed a tender offer ("Affiliate Tender")
in which the affiliate acquired 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 was extended to December 31, 1996
with respect to the purchase of up to 600 additional Assignee
Units. Since July 1995, ORP has purchased, in the aggregate, 957
Assignee Units, including 35 Assignee Units purchased in October
1996 and 12 Assignee Units purchased in November 1996.
Liquidity and Capital Resources
Current Position. At September 30, 1996, ORP held $1,605,000
in cash and cash equivalents and the working capital reserve,
compared to $1,765,000 at December 31, 1995. The decrease of
$160,000 is primarily attributable to increases in property net
operating incomes offset by: (i) the distributions made on
February 29, 1996 and August 29, 1996 to Partners of record as
of December 31, 1995 and June 30, 1996 totaling $189,000 and
$187,000, respectively (ii) the purchase of Assignee Units during
the nine-month period ended September 30, 1996 totaling $127,000,
and (iii) the payment of administrative costs for the nine-month
period ended September 30, 1996 totaling $122,000.
Other Assets shown on the Balance Sheet increased by $247,000
to $1,162,000 at September 30, 1996 from $915,000 at December 31,
1995, primarily as a result of an increase in the Recurring
Replacement Reserve Subaccount and the Property Tax Escrow.
Other Assets include primarily 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
<PAGE> 7
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
totaling $1,048,000. These Subaccounts are funded and maintained
monthly, as needed, from property income (except security
deposits) in accordance with the requirements pursuant to each
property's loan agreement and based on expenditures anticipated
in the following months. Accounts Receivable and Prepaid
Expenses totaling $46,000 and $68,000, respectively, are also
included in Other Assets.
Unamortized deferred costs related to organization and
refinancing costs (discussed in prior reports) at September 30,
1996 were $546,000, compared to $620,000 at December 31, 1995.
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 and capitalized property
improvements 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 $654,000 were made for the nine-month period ended
September 30, 1996, compared to $498,000 for the same period
in 1995. Of the $654,000 of property improvements, $474,000 was
capitalized for financial statement purposes for the nine-month
period ended September 30, 1996, compared to $369,000 of the
$498,000 of property improvements for the same period in 1995.
Other Sources. Since 1994, 40% of the property management fees
owed to NHP Management Company ("NHP") have been subordinated to
the receipt by the Assignee Unit Holders of certain returns. As
of September 30, 1996 and December 31, 1995, deferred property
management fees to NHP amounted to $375,000 and $268,000,
respectively, and are reflected as Due to Affiliates in the
financial statements.
Results of Operations
The net operating income, before debt service, refurbishment
expenses and capitalized property improvements, reported by each
of the four investment properties for the three- and nine-month
periods ended September 30, 1996 and 1995 is as follows:
<PAGE> 8
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
(in thousands) (in thousands)
Property 1996 1995 1996 1995
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairlane East, Dearborn, MI $404 $387 $1,215 $1,188
The Landings, Indianapolis, IN 129 112 377 356
Raven Hill, Burnsville, MN 264 277 781 745
Shadow Oaks, Tampa, FL 121 121 363 330
- -----------------------------------------------------------------
Total Net Operating Income $918 $897 $2,736 $2,619
=================================================================
</TABLE>
Three months ended September 30, 1996 versus three months ended
September 30, 1995
In the aggregate, the net operating income, before debt
service, refurbishment expenses and capitalized property
improvements, reported by ORP for the quarter ended September 30,
1996 increased by $21,000, or 2.3%, compared to the quarter ended
September 30, 1995. Set forth below is a discussion of the
properties which compares their respective operations for the
three-month periods ended September 30, 1996 and 1995.
Fairlane East
Fairlane East's net operating income for the quarter ended
September 30, 1996 increased by 4.4% from the same period in
1995, primarily due to a 2.9% increase in revenues and a less
than 1% increase in apartment expenses. Average occupancy for
the quarter ended September 30, 1996 decreased to 97%, compared
to 99% for the same period in 1995. The weighted average rent
collected for the month ended September 30, 1996 increased by
4.1% to $922, compared to $886 for the same period in 1995.
During the quarter ended September 30, 1996, ORP expended
$152,000 on property improvements, including $125,000 capitalized
for accounting purposes.
The Landings
The Landings' net operating income for the quarter ended
September 30, 1996 increased by 15.2% from the same period in
1995, due to a 2.6% increase in revenues and a 7% decrease in
apartment expenses. The decrease in apartment expenses is
primarily attributable to a decrease in maintenance expenses.
Average occupancy for the quarters ended September 30, 1996 and
1995 was 96%. The weighted average rent collected for the month
ended September 30, 1996 increased by 3.9% to $584, compared to
<PAGE> 9
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
$562 for the same period in 1995. During the quarter ended
September 30, 1996, ORP expended $25,000 on property
improvements, including $16,000 capitalized for accounting
purposes.
Raven Hill
Raven Hill's net operating income for the quarter ended
September 30, 1996 decreased by 4.7% from the same period in
1995. Apartment revenues increased by 3%; however, this increase
was offset by a 9.9% increase in apartment expenses. The
increase in apartment expenses is primarily attributable to an
increase in property taxes, marketing and maintenance expenses.
The average occupancy for the quarter ended September 30, 1996
decreased to 92%, compared to 96% for the same period in 1995.
The weighted average rent collected for the month ended
September 30, 1996 increased by 3.7% to $672, compared to $648
for the same period in 1995. During the quarter ended
September 30, 1996, ORP expended $160,000 on property
improvements, including $141,000 capitalized for accounting
purposes.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended
September 30, 1996 remained constant as compared to the same
period in 1995. Revenues increased by 2.3%, but were offset by a
4% increase in apartment expenses. The increase in apartment
expenses is primarily attributable to an increase in maintenance.
The average occupancy for the quarter ended September 30, 1996
decreased to 93%, compared to 94% for the same period in 1995.
The weighted average rent collected for the month ended
September 30, 1996 decreased by less than 1% to $438, compared to
$441 for the same period in 1995. During the quarter ended
September 30, 1996, ORP expended $29,000 on property
improvements, including $9,000 capitalized for accounting
purposes.
Nine months ended September 30, 1996 versus nine months ended
September 30, 1995
In the aggregate, the net operating income, before debt
service, refurbishment expenses and capitalized property
improvements, reported by ORP for the nine-month period ended
September 30, 1996 increased by $117,000, or 4.5%, compared to
the same period in 1995. Set forth below is a discussion of the
properties which compares their respective operations for the
nine-month periods ended September 30, 1996 and 1995.
Fairlane East
Fairlane East's net operating income for the nine-month period
ended September 30, 1996 increased by 2.3% from the same period
in 1995, primarily due to a 2.9% increase in revenues offset by a
3.8% increase in apartment expenses. The increase in apartment
<PAGE> 10
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
expenses is primarily attributable to an increase in
administrative and operating expenses offset by a decrease in
maintenance expenses and property taxes. The average occupancy
for the nine-month period ended September 30, 1996 decreased to
97%, compared to 98% for the same period in 1995. During the
nine-month period ended September 30, 1996, ORP expended $275,000
on property improvements, including $223,000 capitalized for
accounting purposes. The Managing General Partner anticipates
lower spending levels on property improvements in 1996, as
compared to the year ended December 31, 1995.
The Landings
The Landings' net operating income for the nine-month period
ended September 30, 1996 increased by 5.9% from the same period
in 1995, due to a 2.6% increase in revenues and less than a 1%
decrease in apartment expenses. The decrease in apartment
expenses is primarily attributable to a decrease in
administrative and marketing expenses offset by an increase in
maintenance expenses and property taxes. Average occupancy for
the nine-month period ended September 30, 1996 decreased to 94%,
compared to 95% for the same period in 1995. During the nine-
month period ended September 30, 1996, ORP expended $72,000 on
property improvements, including $42,000 capitalized for
accounting purposes. The Managing General Partner anticipates
that slightly higher levels of property improvements will be
necessary in 1996 to maintain the property's competitive
position, as compared to the year ended December 31, 1995.
Raven Hill
Raven Hill's net operating income for the nine-month period
ended September 30, 1996 increased by 4.8% from the same period
in 1995, due to a 4.9% increase in revenues offset by a 4.9%
increase in apartment expenses. The increase in apartment
expenses is primarily attributable to an increase in maintenance
and operating expenses which was offset by a decrease in
administrative expenses. Average occupancy for the nine-month
period ended September 30, 1996 decreased to 93%, compared to 96%
for the same period in 1995. During the nine-month period ended
September 30, 1996, ORP expended $248,000 on property
improvements, including $183,000 capitalized for accounting
purposes. The Managing General Partner anticipates that higher
levels of property improvements will be necessary in 1996 to
maintain the property's competitive position, as compared to the
year ended December 31, 1995.
Shadow Oaks
Shadow Oaks' net operating income for the nine-month period
ended September 30, 1996 increased by 10% from the same period in
1995, due to a 7.4% increase in revenues offset by a 5.3%
increase in apartment expenses. The increase in apartment
expenses is primarily attributable to an increase in maintenance
and operating expenses offset by a decrease in administrative
<PAGE> 11
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
expenses. The average occupancy for the nine-month period ended
September 30, 1996 increased to 93%, compared to 92% for the same
period in 1995. During the nine-month period ended September 30,
1996, ORP expended $59,000 on property improvements, including
$26,000 capitalized for accounting purposes. The Managing
General Partner anticipates that higher levels of property
improvements will be necessary in 1996 to maintain the property's
competitive position, as compared to the year ended December 31,
1995.
Consolidated Statements of Operations-Other Income and Deductions
Other income was $202,000 and $170,000, respectively, for the
nine-month periods ended September 30, 1996 and 1995. The
increase was primarily due to an increase in interest earned on
certain escrow accounts, and an increase in lease breakage
income.
Interest income for the nine-month periods ended September 30,
1996 and 1995 was $59,000 and $79,000, respectively. The
decrease was primarily due to a decrease in cash and cash
equivalents during the nine-month period ended September 30,
1996. (See Liquidity and Capital Resources above.)
The terms of the mortgage loans require the borrowers to make
equal installment payments over the term of the loans. Each
payment consists of interest on the unpaid balance of the loans,
and a reduction of loan principal. The interest paid on these
loans decreases each period, while the portion applied to the
loan principal increases each period. As a result, interest
expense was $1,342,000 and $1,362,000, respectively, and
principal payments were $242,000 and $222,000, respectively, for
the nine-month periods ended September 30, 1996 and 1995.
For the nine-month periods ended September 30, 1996 and 1995,
of the total property improvements in the aggregate amount of
$654,000 and $498,000 respectively, $180,000 and $129,000,
respectively, were classified as refurbishment expenses for
financial statement purposes. The remaining balances of $474,000
and $369,000, respectively, were capitalized for financial
statement purposes.
Depreciation expense for the nine-month periods ended
September 30, 1996 and 1995 was $846,000 and $820,000,
respectively. Amortization expense for the nine-month periods
ended September 30, 1996 and 1995 was $74,000. Depreciation
expense increased due to the addition of capitalized property
improvements during the nine-month period ended September 30,
1996.
ORP's administrative expenses for the nine-month periods ended
September 30, 1996 and 1995 were $160,000 and $173,000,
respectively.
<PAGE> 12
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
In the aggregate, the net income, after debt service,
refurbishment expenses, and other deductions, reported by ORP for
the nine-month period ended September 30, 1996 increased by
$330,000, or 240.9%, from a $137,000 loss at September 30, 1995,
to a $193,000 profit at September 30, 1996. The increase is
primarily attributed to a reduction of $277,000 in fees and
expenses incurred in 1995 in connection with securities filings
and related communications with its partners required by ORP in
response to certain tender offers and in defense and settlement
of a lawsuit initiated by a partner (discussed in prior reports).
<PAGE> 13
<TABLE>
- --------------------------------------------------------------------------------------------------------------------------
Average Occupancy
==========================================================================================================================
<CAPTION>
The average occupancy for each of the four investment properties is shown in the following chart:
For the Quarter Ended
Property/ Acquisition
Location Date 3/31/95 6/30/95 9/30/95 12/31/95 3/31/96 6/30/96 9/30/96
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 98% 98% 99% 99% 97% 98% 97%
Dearborn, Michigan
The Landings 10/31/84 94% 97% 95% 90% 91% 96% 96%
Indianapolis, Indiana
Raven Hill 12/24/86 95% 95% 93% 95% 92% 95% 92%
Burnsville, Minnesota
Shadow Oaks 2/07/85 91% 88% 95% 94% 93% 92% 93%
Tampa, Florida
- --------------------------------------------------------------------------------------------------------------------------
Summary of Project Data
==========================================================================================================================
1996 Operating Results through 9/30/96 (in thousands)
____________________________________________________________________
Average Rent Collected<F1> NOI
----------------------- Before Property NOI
Property/ Number of September September Net Apartment Improvements Property Before
Location Units 1996 1995 Revenues Expenses & Debt Service Improvements<F2> Debt Service
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 244 $922 $886 $1,972 $ 757 $1,215 $275 $ 940
Dearborn, Michigan
The Landings 150 $584 $562 772 395 377 72 305
Indianapolis, Indiana
Raven Hill 304 $672 $648 1,801 1,020 781 248 533
Burnsville, Minnesota
Shadow Oaks 200 $438 $441 801 438 363 59 304
Tampa, Florida
- --------------------------------------------------------------------------------------------------------------------------
Total 898 $5,346 $2,610 $2,736 $654 $2,082
==========================================================================================================================
<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 totaling $474,000 incurred through
September 30, 1996.
</FN>
</TABLE>
<PAGE> 14
Oxford Residential Properties I Limited Partnership and Subsidiaries
<TABLE>
- --------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
- --------------------------------------------------------------------
<CAPTION>
September 30, December 31,
1996 1995
(Unaudited)
- --------------------------------------------------------------------
<S> <C> <C>
Assets
Investment properties, at cost
Land $ 3,681 $ 3,681
Buildings and improvements,
net of accumulated depreciation
of $13,369 and $12,523, respectively 21,010 21,382
- --------------------------------------------------------------------
Total Investment Properties 24,691 25,063
- --------------------------------------------------------------------
Cash and cash equivalents 1,108 931
Working capital reserve 497 834
Tenant security deposits 139 121
Deferred costs, net of
amortization of $2,371 and
$2,297, respectively 546 620
Other assets 1,162 915
- --------------------------------------------------------------------
3,452 3,421
- --------------------------------------------------------------------
Total Assets $28,143 $28,484
====================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $21,585 $21,828
Accounts payable and accrued expenses 655 568
Distributions payable 0 189
Due to affiliates 375 268
Tenant security deposits 139 121
- --------------------------------------------------------------------
Total Liabilities 22,754 22,974
- --------------------------------------------------------------------
Partners' Capital
General Partners (1,040) (1,044)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714 Assignee
Units issued and 24,804 outstanding as
of September 30, 1996; 25,714 Assignee
Units issued and 25,186 outstanding as
of December 31, 1995) 6,428 6,553
- --------------------------------------------------------------------
Total Partners' Capital 5,389 5,510
- --------------------------------------------------------------------
Total Liabilities and Partners' Capital $28,143 $28,484
====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 15
Oxford Residential Properties I Limited Partnership and Subsidiaries
<TABLE>
- --------------------------------------------------------------------
Consolidated Statements of Operations (in thousands, except Net
Income (Loss) per Assignee Unit and Weighted average number of
Assignee Units Outstanding)
(Unaudited)
- --------------------------------------------------------------------
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------ ----------------
1996 1995 1996 1995
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Apartment Revenues
Rental income $ 1,728 $ 1,689 $ 5,144 $ 4,963
Other income 71 61 202 170
- --------------------------------------------------------------------
Total Apartment Revenues 1,799 1,750 5,346 5,133
- --------------------------------------------------------------------
Apartment Expenses
Maintenance 308 297 848 805
Operating 145 136 462 405
Administrative 111 118 322 350
Property management fees 89 87 266 255
Property taxes 200 192 635 628
Marketing 28 23 77 71
- --------------------------------------------------------------------
Total Apartment Expenses 881 853 2,610 2,514
- --------------------------------------------------------------------
Net Operating Income 918 897 2,736 2,619
- --------------------------------------------------------------------
Other Deductions
Interest expense 446 452 1,342 1,362
Depreciation and amortization 304 295 920 894
Refurbishment expenses 75 43 180 129
Interest income (20) (26) (59) (79)
Partnership administrative
expenses 38 53 160 173
Litigation and tender compliance 0 0 0 277
- --------------------------------------------------------------------
Total Other Deductions 843 817 2,543 2,756
- --------------------------------------------------------------------
Net Income (Loss) $ 75 $ 80 $ 193 $ (137)
====================================================================
Net Income (Loss) Allocated
to Assignee Unit Holders $ 73 $ 78 $ 189 $ (135)
====================================================================
Net Income (Loss) per
Assignee Unit $ 2.93 $ 3.08 $ 7.56 $ (5.25)
====================================================================
Weighted average number of
Assignee Units Outstanding 24,878 25,452 25,004 25,626
====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 16
Oxford Residential Properties I Limited Partnership and Subsidiaries
<TABLE>
- ------------------------------------------------------------------------------
Consolidated Statement of Partners' Capital (in thousands)
- ------------------------------------------------------------------------------
<CAPTION>
For the period December 31, 1995 through September 30, 1996
-------------------------------------------------------------
Limited Partners'
Interests
-------------------
Asignee Assignor
Unit Limited General
Holders Partner Partners Total
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1995 $6,553 $1 $(1,044) $5,510
- ------------------------------------------------------------------------------
Net income for the nine months
ended September 30, 1996 189 0 4 193
Distribution to Assignee Unit
Holders (187) 0 0 (187)
Purchase of Units (127) 0 0 (127)
- ------------------------------------------------------------------------------
Balance, September 30, 1996 (Unaudited) $6,428 $1 $(1,040) $5,389
==============================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 17
Oxford Residential Properties I Limited Partnership and Subsidiaries
<TABLE>
- --------------------------------------------------------------------
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
- --------------------------------------------------------------------
<CAPTION>
Nine months ended
September 30,
-------------------
1996 1995
- --------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net income (loss) $ 193 $ (137)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 920 894
Changes in assets and liabilities:
Tenant security deposits liability 18 22
Tenant security deposits (18) (22)
Other assets (247) (237)
Accounts payable and accrued expenses 87 43
Due to affiliates 107 102
- --------------------------------------------------------------------
Net cash provided by operating activities 1,060 665
- --------------------------------------------------------------------
Investing activities
Working capital reserve 337 (31)
Additions to investment properties (474) (369)
- --------------------------------------------------------------------
Net cash used in investing activities (137) (400)
- --------------------------------------------------------------------
Financing activities
Distributions paid (376) (257)
Mortgage principal paid (243) (224)
Purchase of Assignee Units (127) (174)
- --------------------------------------------------------------------
Net cash used in financing activities (746) (655)
- --------------------------------------------------------------------
Net increase (decrease) in cash and cash
equivalents 177 (390)
Cash and cash equivalents, beginning of period 931 1,307
- --------------------------------------------------------------------
Cash and cash equivalents, end of period $1,108 $ 917
====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 18
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Note 1. Financial Statements.
The consolidated financial statements reflect all adjustments
which, in the opinion of Oxford Residential Properties I
Corporation (the "Managing General Partner") of Oxford
Residential Properties I Limited Partnership ("Oxford Residential
Properties I," "ORP," or the "Partnership"), are necessary to
present fairly the Partnership's Consolidated Balance Sheets
as of September 30, 1996 and December 31, 1995, the Consolidated
Statements of Operations for the three- and nine-month periods
ended September 30, 1996 and 1995, the Consolidated Statement of
Partners' Capital as of September 30, 1996, and the Consolidated
Statements of Cash Flows for the nine-month periods ended
September 30, 1996 and 1995, according to generally accepted
accounting principles. Although the Managing General Partner
believes the disclosures presented are adequate to make the
information not misleading, these statements should be read in
conjunction with the audited consolidated financial statements
and the notes included in the Partnership's Annual Report for the
year ended December 31, 1995.
For financial reporting purposes, the net income (loss) per
assignee unit of limited partnership of ORP ("Assignee Unit") has
been calculated by dividing the portion of the Partnership's net
income (loss) allocable to Assignee Unit Holders (98%) by the
weighted average of Assignee Units outstanding. In all
computations of earnings per Assignee Unit, the weighted average
of Assignee Units outstanding during the period constitutes the
basis for the net income (loss) amounts per Assignee Unit on the
Consolidated Statements of Operations. In July 1995, August
1995, September 1995, October 1995, February 1996, April 1996,
July 1996, and September 1996, ORP reacquired 221, 135, 169, 3,
5, 235, 47, and 95 Assignee Units, respectively.
Note 2. Transactions with Affiliates.
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 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 nine-month period
ended September 30, 1996, were approximately $44,000 for
administrative and accounting related costs, compared to $52,000
for the same period in 1995.
Under the Property Management Agreements with NHP Management
Company ("NHP"), the management fee is equal to 5% of gross
collections for all properties; however, 40% of this fee is
<PAGE> 19
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
subordinated to the receipt by the Assignee Unit Holders of
certain returns. Property management fees of $107,000 and
$102,000 for the nine-month periods ended September 30, 1996 and
September 30, 1995, respectively, have been deferred and are
included in due to affiliates in the accompanying consolidated
balance sheets. NHP also has a separate services agreement with
Oxford Realty Financial Group, Inc. ("ORFG"), pursuant to which
ORFG provides certain services to NHP in exchange for service
fees in an amount equal to 25.41% of all fees collected by NHP
from certain properties, including those owned by the
Partnership.
On May 25, 1995, an affiliate of ORP and its Managing General
Partner completed a tender offer ("Affiliate Tender") in which
the affiliate acquired 4,997 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 was extended to
December 31, 1996 with respect to the purchase of up to 600
additional Assignee Units. Since July 1995, ORP has purchased,
in the aggregate, 957 Assignee Units, including 35 Assignee Units
purchased in October 1996 and 12 Assignee Units purchased in
November 1996.
Note 3. Mortgage Notes Payable.
Effective January 12, 1994, separate mortgage loans were made
to each of the four 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 $176,000. As
of September 30, 1996, the total outstanding balance of the four
mortgage notes payable was $21,585,000. The properties are in
compliance with their respective debt service agreements as of
September 30, 1996.
<PAGE> 20
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
The individual outstanding mortgage notes payable as of
September 30, 1996 and monthly debt service are as follows:
<TABLE>
<CAPTION>
Property Collateralizing Debt Mortgage Monthly
(in thousands) Note Amount Debt Service<F1>
- -----------------------------------------------------------------
<S> <C> <C>
Fairlane East $ 9,918 $ 81
The Landings 3,269 26
Raven Hill 4,995 41
Shadow Oaks 3,403 28
- -----------------------------------------------------------------
$21,585 $176
=================================================================
<FN>
<F1> Includes principal and interest.
</FN>
</TABLE>
<PAGE> 21
- -----------------------------------------------------------------
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 48007-9921, 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.
<PAGE> 22
- -----------------------------------------------------------------
Instructions for Investors who wish to reregister or transfer ORP
Assignee Units
- -----------------------------------------------------------------
The Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996, 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 48007-9921
(810) 614-4550
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Consolidated Balance Sheet at September 30, 1996 (Unaudited) and
the Consolidated Statement of Operations for the nine months ended
September 30, 1996 (Unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,605
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,301
<PP&E> 38,060
<DEPRECIATION> 13,369
<TOTAL-ASSETS> 28,143
<CURRENT-LIABILITIES> 1,169
<BONDS> 21,585
0
0
<COMMON> 0
<OTHER-SE> 5,389
<TOTAL-LIABILITY-AND-EQUITY> 28,143
<SALES> 0
<TOTAL-REVENUES> 5,346
<CGS> 0
<TOTAL-COSTS> 2,610
<OTHER-EXPENSES> 1,201
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,342
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 193
<EPS-PRIMARY> 7.56
<EPS-DILUTED> 7.56
</TABLE>
