<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 March 31, 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
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 March 31, 1996 and
December 31, 1995, the Consolidated Statements of Operations for
the three-month periods ended March 31, 1996 and 1995, the
Consolidated Statement of Partners' Capital as of March 31, 1996,
and the Consolidated Statements of Cash Flows for the three-month
periods ended March 31, 1996 and 1995 and the notes thereto, are
incorporated by reference to sequentially numbered pages 11
through 16 of ORP's Quarterly Report (Unaudited) dated March 31,
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-month period ended March 31, 1996 is
incorporated herein by reference to sequentially numbered pages 6
through 10 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: 5/14/96 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:5/14/96 By: Leo E. Zickler
------- --------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date:5/14/96 By: 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 5 through 18).
(20) Report furnished to security holders.
Oxford Residential Properties I Limited Partnership's
Quarterly Report (Unaudited) dated March 31, 1996, follows
on sequentially numbered pages 5 through 18 of this report.
(27) Financial Data Schedule
<PAGE> 5
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
March 31, 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 March 31, 1996, and its consolidated
results of operations and cash flows for the quarter ended March
31, 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, 768
Assignee Units including 235 Assignee Units purchased in April
1996.
Liquidity and Capital Resources
Current Position. At March 31, 1996, ORP held $1,603,000 in
cash and cash equivalents and the working capital reserve,
compared to $1,765,000 at December 31, 1995. The decrease of
$162,000 in cash and cash equivalents and the working capital
reserve is primarily attributable to the distribution made to
Partners of record as of December 31, 1995 totaling $189,000.
Other Assets shown on the Balance Sheet increased $169,000 to
$1,084,000 at March 31, 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 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 $844,000.
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 $40,000 and
$200,000, respectively, are also included in Other Assets.
<PAGE> 7
Unamortized deferred costs at March 31, 1996 were $595,000,
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 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 $122,000 were made for
the quarter ended March 31, 1996, compared to $112,000 for the
same period in 1995. Of the $122,000 of property improvements,
$75,000 was capitalized for financial statement purposes,
compared to $68,000 of the $111,000 of property improvements for
the quarter ended March 31, 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 March 31, 1996 and December 31, 1995, deferred property
management fees to NHP amounted to $303,000 and $268,000,
respectively.
Results of Operations
The net operating income, before debt service and
refurbishment expenses, from each of the four investment
properties for the quarter ended March 31, 1996, as compared to
the quarter ended March 31, 1995 is as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
Three months ended March 31,
(in thousands)
Property 1996 1995
- -----------------------------------------------------------------
<S> <C> <C>
Fairlane East, Dearborn, MI $386 $390
The Landings, Indianapolis, IN 109 107
Raven Hill, Burnsville, MN 245 199
Shadow Oaks, Tampa, FL 127 113
- -----------------------------------------------------------------
Total Net Operating Income $867 $809
=================================================================
</TABLE>
In the aggregate, the net operating income, before debt
service and refurbishment expenses, reported by ORP for the
quarter ended March 31, 1996 increased by $58,000, or 7.2%,
compared to the quarter ended March 31, 1995. Set forth below is
a discussion of the properties which compares their respective
operations for the three-month periods ended March 31, 1996 and
1995.
<PAGE> 8
Fairlane East
Fairlane East's net operating income for the quarter ended
March 31, 1996 decreased by 1.0% from the same period in 1995
primarily due to a 10.6% increase in apartment expenses offset by
a 3.4% increase in revenues. The increase in apartment expenses
is primarily attributable to an increase in maintenance,
administrative and operating expenses. Average occupancy for the
quarter ended March 31, 1996 decreased to 97% from 98%, compared
to the same period in 1995. The weighted average rent collected
for the month ended March 31, 1996 increased by 3.3% to $900,
compared to $871 for the same period in 1995. In the first
quarter of 1996, ORP expended $36,000 on property improvements,
including $31,000 capitalized for accounting purposes. The
Managing General Partner anticipates slightly 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 quarter ended March
31, 1996 increased by 1.9% from the same period in 1995 due to a
2.5% increase in revenues offset by a 3.1% increase in apartment
expenses. The increase in apartment expenses is primarily
attributable to an increase in maintenance expenses. Average
occupancy for the quarter ended March 31, 1996 decreased to 91%
from 94%, compared to the same period in 1995. The weighted
average rent collected for the month ended March 31, 1996
increased by 3.7% to $564, compared to $544 for the same period
in 1995. In the first quarter of 1996, ORP expended $38,000 on
property improvements, including $24,000 capitalized for
accounting purposes. 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, as compared to the year ended December 31, 1995.
Raven Hill
Raven Hill's net operating income for the quarter ended March
31, 1996 increased by 23.1% from the same period in 1995 due to a
5.4% increase in revenues and a 4.5% decrease in apartment
expenses. The decrease in apartment expenses is primarily
attributable to a decrease in property taxes and administrative
expenses which were offset by an increase in maintenance and
operating expenses. Average occupancy for the quarter ended
March 31, 1996 decreased to 92% from 95% in 1995. The weighted
average rent collected for the month ended March 31, 1996
increased by 8.2% to $676, compared to $625 for the same period
in 1995. In the first quarter of 1996, ORP expended $37,000 on
property improvements, including $16,000 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.
<PAGE> 9
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended March
31, 1996 increased by 12.4% from the same period in 1995, due to
a 9.3% increase in revenues and a 6.5% increase in apartment
expenses. The increase in apartment expenses is primarily
attributable to an increase in maintenance costs. The average
occupancy for the quarter ended March 31, 1996 increased to 93%,
from 91% in 1995. The increase in revenues is primarily
attributed to an increase in rental income resulting from an
increase in both occupancy rate and rents, as well an increase in
other income. The weighted average rent collected for the month
ended March 31, 1996 increased by less than 1%, compared to the
same period in 1995. In the first quarter of 1996, ORP expended
$11,000 on property improvements, including $4,000 capitalized
for accounting purposes. The Managing General Partner
anticipates that slightly higher levels of property improvements
will be necessary in 1996, as compared to the year ended December
31, 1995, in order to maintain the property's competitive
position.
Consolidated Statements of Operations-Other Income and Deductions
Other income was $75,000 and $47,000 for the three-month
periods ended March 31, 1996 and 1995. The increase was
primarily due to higher interest earned on certain escrow
accounts.
Interest expense was $449,000 and $456,000 for the three-month
periods ended March 31, 1996 and 1995.
For the three-month periods ended March 31, 1996 and 1995, of
the total property improvements in the aggregate amount of
$122,000 and $111,000, respectively, $47,000 and $43,000,
respectively, were classified as refurbishment expenses for
financial statement purposes. The remaining balances of $75,000
and $68,000, respectively, were capitalized for financial
statement purposes.
Depreciation expense for the three-month periods ended March
31, 1996 and 1995 was $284,000 and $273,000, respectively.
Amortization expense for the three-month periods ended March 31,
1996 and 1995 totaled $25,000.
Interest income was $20,000 for the three-month periods ended
March 31, 1996 and 1995.
ORP's administrative expenses for the three-month periods ended
March 31, 1996 and 1995 were $58,000 and $59,000, respectively.
<PAGE> 10
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Average Occupancy
- -------------------------------------------------------------------------------------------------
The average occupancy for each of the four investment properties is shown in the following chart:
For the Quarter Ended
Property/ Acquisition --------------------------------------------------
Location Date 3/31/95 6/30/95 9/30/95 12/31/95 3/31/96
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 98% 98% 99% 99% 97%
Dearborn, Michigan
The Landings 10/31/84 94% 97% 95% 90% 91%
Indianapolis, Indiana
Raven Hill 12/24/86 95% 95% 93% 95% 92%
Burnsville, Minnesota
Shadow Oaks 2/07/85 91% 88% 95% 94% 93%
Tampa, Florida
- -------------------------------------------------------------------------------------------------------------------------------
Summary of Project Data
- -------------------------------------------------------------------------------------------------------------------------------
1996 Operating Results Through 3/31/96 (in thousands)
-----------------------------------------------------------------------------------
Average Rent Collected<F1> NOI
-------------------------- Before Property NOI
Property/ Number of March March 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 $900 $871 $ 650 $264 $386 $ 36 $350
Dearborn, Michigan
The Landings 150 $564 $544 245 136 109 38 71
Indianapolis, Indiana
Raven Hill 304 $676 $625 593 348 245 37 208
Burnsville, Minnesota
Shadow Oaks 200 $434 $433 273 146 127 11 116
Tampa, Florida
- -------------------------------------------------------------------------------------------------------------------------------
Total 898 $1,761 $894 $867 $122 $745
===============================================================================================================================
<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 $75,000 incurred through March 31,
1996.
</FN>
</TABLE>
<PAGE> 11
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31, 1996 December 31,
(Unaudited) 1995
- --------------------------------------------------------------------
<S> <C> <C>
Assets
Investment properties, at cost
Land $ 3,681 $ 3,681
Buildings and improvements,
net of accumulated depreciation
of $12,807 and $12,523, respectively 21,173 21,382
- --------------------------------------------------------------------
Total Investment Properties 24,854 25,063
- --------------------------------------------------------------------
Cash and cash equivalents 759 931
Working capital reserve 844 834
Tenant security deposits 127 121
Deferred costs, net of
amortization of $2,322 and
$2,297, respectively 595 620
Other assets 1,084 915
- --------------------------------------------------------------------
3,409 3,421
- --------------------------------------------------------------------
Total Assets $28,263 $28,484
====================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $21,749 $21,828
Accounts payable and accrued expenses 552 568
Distributions payable 0 189
Due to affiliates 303 268
Tenant security deposits 127 121
- --------------------------------------------------------------------
Total Liabilities 22,731 22,974
- --------------------------------------------------------------------
Partners' Capital
General Partners (1,044) (1,044)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714 Assignee
Units issued and 25,181 outstanding
as of March 31, 1996; 25,714 Assignee
Units issued and 25,186 outstanding
as of December 31, 1995) 6,575 6,553
- --------------------------------------------------------------------
Total Partners' Capital 5,532 5,510
- --------------------------------------------------------------------
Total Liabilities and Partners' Capital $28,263 $28,484
====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 12
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statements of Operations (in thousands, except Net
Income (Loss) per Assignee Unit and Weighted average number of
Assignee Units Outstanding)
(Unaudited)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months ended March 31,
1996 1995
- --------------------------------------------------------------------
<S> <C> <C>
Apartment Revenues
Rental income $ 1,686 $ 1,634
Other income 75 47
- --------------------------------------------------------------------
Total Apartment Revenues 1,761 1,681
- --------------------------------------------------------------------
Apartment Expenses
Maintenance 288 247
Operating 167 145
Administrative 109 116
Property management fees 88 84
Property taxes 218 256
Marketing 24 24
- --------------------------------------------------------------------
Total Apartment Expenses 894 872
- --------------------------------------------------------------------
Net Operating Income 867 809
- --------------------------------------------------------------------
Other Deductions
Interest expense 449 456
Depreciation and amortization 309 298
Refurbishment expenses 47 43
Interest income (20) (20)
Partnership administrative expenses 58 59
- --------------------------------------------------------------------
Total Other Deductions $ 843 $ 836
- --------------------------------------------------------------------
Net Income (Loss) $ 24 $ (27)
====================================================================
Net Income (Loss) Allocated to
Assignee Unit Holders $ 24 $ (26)
====================================================================
Net Income (Loss) per Assignee Unit $ .93 $ (1.03)
====================================================================
Weighted average number of
Assignee Units Outstanding 25,183 25,714
====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 13
Oxford Residential Properties I Limited Partnership and Subsidiaries
- -----------------------------------------------------------------------
Consolidated Statement of Partner's Capital (in thousands)
- -----------------------------------------------------------------------
<TABLE>
<CAPTION>
For the period December 31, 1995 through March 31, 1996
Limited Partners'Interests
--------------------------
Assignor
Assignee Limited General
Unit Holders Partner Partners Total
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1995 $6,553 $1 $(1,044) $5,510
- ----------------------------------------------------------------------
Net income, March 31, 1996 24 0 0 24
Purchase of Units (2) 0 0 (2)
- ----------------------------------------------------------------------
Balance, March 31, 1996
(Unaudited) $6,575 $1 $(1,044) $5,532
======================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 14
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1996 1995
- --------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net income (loss) $ 24 $ (27)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 309 298
Changes in assets and liabilities:
Tenant security deposits liability 6 12
Tenant security deposits (6) (12)
Other assets (169) (170)
Accounts payable and accrued expenses (16) 87
Due to affiliates 35 34
- --------------------------------------------------------------------
Net cash provided by operating activities 183 222
- --------------------------------------------------------------------
Investing activities
Increase in working capital reserve (10) (10)
Additions to investment properties (75) (68)
- --------------------------------------------------------------------
Net cash used in investing activities (85) (78)
- --------------------------------------------------------------------
Financing activities
Distributions paid (189) (129)
Mortgage principal paid (79) (73)
Purchase of Assignee Units (2) 0
- --------------------------------------------------------------------
Net cash used in financing activities (270) (202)
- --------------------------------------------------------------------
Net decrease in cash and cash equivalents (172) (58)
Cash and cash equivalents, beginning of period 931 1,307
- --------------------------------------------------------------------
Cash and cash equivalents, end of period $ 759 $1,249
====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 15
- -----------------------------------------------------------------
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 (a) Consolidated Balance Sheets as of March 31,
1996 and December 31, 1995, (b) Consolidated Statements of
Operations for the three-month periods ended March 31, 1996 and
1995, (c) Consolidated Statement of Partners' Capital as of March
31, 1996, and (d) Consolidated Statements of Cash Flows for the
three-month periods ended March 31, 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. On July 21, 1995, August
24, 1995, September 13, 1995, October 27, 1995, and February 7,
1996, ORP reacquired 221, 135, 169, 3 and 5 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 three-month period
ended March 31, 1996, were approximately $16,441 for
administrative and accounting-related costs, compared to $25,655
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
subordinated to the receipt by the Assignee Unit Holders of
certain returns. Property management fees of $35,000 and $34,000
<PAGE> 16
for the three-month periods ended March 31, 1996 and March 31,
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, Oxford Residential Properties I Corporation ("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, 768 Assignee Units including 235 Assignee Units
purchased in April 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 $176,313. As
of March 31, 1996, the total outstanding balance of the four
mortgage notes payable was $21,749,000. The properties are in
compliance with their respective debt service agreements as of
March 31, 1996.
The individual outstanding mortgage notes payable as of
March 31, 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 $ 9,993 $ 81
The Landings 3,294 26
Raven Hill 5,033 41
Shadow Oaks 3,429 28
- ----------------------------------------------------------------
$21,749 $176
================================================================
<FN>
<F1> Includes principal and interest.
</FN>
</TABLE>
<PAGE> 17
- ------------------------------------------------------------------
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> 18
The Quarterly Report on Form 10-Q for the quarter ended March
31, 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 March 31, 1996 (Unaudited) and the
Consolidated Statement of Operations for the three months ended March 31,
1996 (Unaudited), and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,603
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,806
<PP&E> 37,661
<DEPRECIATION> 12,807
<TOTAL-ASSETS> 28,263
<CURRENT-LIABILITIES> 982
<BONDS> 21,749
0
0
<COMMON> 0
<OTHER-SE> 5,532
<TOTAL-LIABILITY-AND-EQUITY> 28,263
<SALES> 0
<TOTAL-REVENUES> 1,761
<CGS> 0
<TOTAL-COSTS> 894
<OTHER-EXPENSES> 394
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 449
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24
<EPS-PRIMARY> .93
<EPS-DILUTED> .93
</TABLE>
