<PAGE> 1
=================================================================
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 June 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 June 30, 1996 and
December 31, 1995, the Consolidated Statements of Operations for
the three- and six-month periods ended June 30, 1996 and 1995,
the Consolidated Statement of Partners' Capital as of June 30,
1996, and the Consolidated Statements of Cash Flows for the six-
month periods ended June 30, 1996 and 1995 and the notes thereto,
in accordance with generally accepted accounting principles, are
incorporated by reference to sequentially numbered pages 13
through 19 of ORP's Quarterly Report (Unaudited) dated June 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 six-month period ended June 30, 1996 is
incorporated herein by reference to sequentially numbered pages 6
through 12 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: 8/19/96 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: 8/19/96 By: Leo E. Zickler
------- ---------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 8/19/96 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 13 through 19).
(20) Report furnished to security holders.
Oxford Residential Properties I Limited Partnership's
Quarterly Report (Unaudited) dated June 30, 1996, follows on
sequentially numbered pages 5 through 19 of this report.
(27) Financial Data Schedule.
<PAGE> 5
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
June 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 June 30, 1996, its consolidated
results of operations for the three- and six-month periods ended
June 30, 1996, and its cash flows for the six-month period ended
June 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, 815
Assignee Units, including 47 Assignee Units purchased in July
1996.
On August 29, 1996, ORP will pay to its Partners and Assignee
Unit Holders of record as of June 30, 1996, a cash distribution
for the first half of 1996 in the amount of $187,095, or $7.50
per Assignee Unit, representing an annualized return of 1.5% for
1996 based on the original cost of $1,000 per Assignee Unit.
This distribution amount per Assignee Unit is consistent with the
distribution made for the previous semi-annual period.
Liquidity and Capital Resources
Current Position. At June 30, 1996, ORP held $1,737,000 in
cash and cash equivalents and the working capital reserve,
compared to $1,765,000 at December 31, 1995. The decrease of
$28,000 in cash and cash equivalents and the working capital
reserve is primarily attributable to increases in property net
operating incomes offset by: (i) the distribution made on
February 29, 1996 to Partners of record as of December 31, 1995
totaling $189,000, (ii) the purchase of Assignee Units during the
six-month period ended June 30, 1996 totaling $80,000, and (iii)
the payment of administrative costs totaling $96,000.
<PAGE> 7
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Other Assets shown on the Balance Sheet increased by $89,000
to $1,004,000 at June 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
primarily 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 $865,000. 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 $43,000 and $96,000, respectively, are also
included in Other Assets.
Unamortized deferred costs which related to organization and
refinancing costs (discussed in prior reports) at June 30, 1996
were $571,000, 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 $288,000 were made for
the six-month period ended June 30, 1996, compared to $301,000
for the same period in 1995. Of the $288,000 of property
improvements, $183,000 was capitalized for financial statement
purposes, compared to $214,000 of the $301,000 of property
improvements for the quarter ended June 30, 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 June 30, 1996 and December 31, 1995, deferred property
management fees to NHP amounted to $339,000 and $268,000,
respectively, and are reflected as Due to Affiliates in the
financial statements.
<PAGE> 8
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Results of Operations
The net operating income, before debt service and
refurbishment expenses, reported by each of the four investment
properties for the three- and six-month periods ended June 30,
1996 and 1995 is as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
Three months Six months
ended June 30, ended June 30,
-------------- ---------------
(in thousands) (in thousands)
Property 1996 1995 1996 1995
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairlane East, Dearborn, MI $425 $411 $ 811 $ 801
The Landings, Indianapolis, IN 139 137 248 244
Raven Hill, Burnsville, MN 272 270 517 468
Shadow Oaks, Tampa, FL 115 96 242 209
- -----------------------------------------------------------------
Total Net Operating Income $951 $914 $1,818 $1,722
=================================================================
</TABLE>
Three months ended June 30, 1996 versus
three months ended June 30, 1995
In the aggregate, the net operating income, before debt
service and refurbishment expenses, reported by ORP for the
quarter ended June 30, 1996 increased by $37,000, or 4.1%,
compared to the quarter ended June 30, 1995. Set forth below is
a discussion of the properties which compares their respective
operations for the three-month periods ended June 30, 1996 and
1995.
Fairlane East
Fairlane East's net operating income for the quarter ended
June 30, 1996 increased by 3.4% from the same period in 1995,
primarily due to a 2.4% increase in revenues. Apartment expenses
increased by less than 1%. Average occupancy for the quarter
ended June 30, 1996 decreased to 98% from 99%, compared to the
same period in 1995. The weighted average rent collected for the
month ended June 30, 1996 increased by 3.3% to $908, compared to
$879 for the same period in 1995. During the quarter ended June
30, 1996, ORP expended $87,000 on property improvements,
including $67,000 capitalized for accounting purposes.
The Landings
The Landings' net operating income for the quarter ended
June 30, 1996 increased by 1.5% from the same period in 1995, due
to a 2.6% increase in revenues offset by a 3.9% increase in
apartment expenses. The increase in apartment expenses is
primarily attributable to an increase in property taxes. Average
<PAGE> 9
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
occupancy for the quarter ended June 30, 1996 decreased to 96%
from 97% compared to the same period in 1995. The weighted
average rent collected for the month ended June 30, 1996
increased by 2.7% to $579, compared to $564 for the same period
in 1995. During the quarter ended June 30, 1996, ORP expended
$9,000 on property improvements, including $2,000 capitalized for
accounting purposes.
Raven Hill
Raven Hill's net operating income for the quarter ended
June 30, 1996 increased by less than 1% from the same period in
1995. Apartment revenues increased by 6.3%; however, this
increase was offset by an 11.1% increase in apartment expenses.
The increase in apartment expenses is primarily attributable to
an increase in property taxes and operating expenses. Average
occupancy for the quarters ended June 30, 1996 and 1995 was 95%.
The weighted average rent collected for the month ended June 30,
1996 increased by 6.6% to $678, compared to $636 for the same
period in 1995. During the quarter ended June 30, 1996, ORP
expended $51,000 on property improvements, including $26,000
capitalized for accounting purposes.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended
June 30, 1996 increased by 19.8% from the same period in 1995,
due to an 11.2% increase in revenues offset by a 5.5% increase in
apartment expenses. The increase in revenues is primarily
attributable to an increase in rental income resulting from an
increase in both occupancy rate and rents. The increase in
apartment expenses is primarily attributable to an increase in
maintenance and operating expenses. The average occupancy for
the quarter ended June 30, 1996 increased to 92% from 89%,
compared to the same period in 1995. The weighted average rent
collected for the month ended June 30, 1996 increased by 3.5% to
$438, compared to $423 for the same period in 1995. During the
quarter ended June 30, 1996, ORP expended $19,000 on property
improvements, including $13,000 capitalized for accounting
purposes.
Six months ended June 30, 1996 versus
six months ended June 30, 1995
In the aggregate, the net operating income, before debt
service and refurbishment expenses, reported by ORP for the six-
month period ended June 30, 1996 increased by $96,000, or 5.6%,
compared to the same period in 1995. Set forth below is a
discussion of the properties which compares their respective
operations for the six-month periods ended June 30, 1996 and
1995.
<PAGE> 10
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Fairlane East
Fairlane East's net operating income for the six-month period
ended June 30, 1996 increased by 1.2% from the same period in
1995, primarily due to a 2.9% increase in revenues offset by a
5.6% increase in apartment expenses. The increase in apartment
expenses is primarily attributable to an increase in
administrative and operating expenses. Average occupancy for the
six-month periods ended June 30, 1996 and 1995 was 98%. During
the six-month period ended June 30, 1996, ORP expended $123,000
on property improvements, including $98,000 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 quarter ended
June 30, 1996 increased by 1.6% from the same period in 1995, due
to a 2.6% increase in revenues offset by a 3.5% increase in
apartment expenses. The increase in apartment expenses is
primarily attributable to an increase in maintenance expenses.
Average occupancy for the six-month period ended June 30, 1996
decreased to 94% from 95%, compared to the same period in 1995.
During the six-month period ended June 30, 1996, ORP expended
$47,000 on property improvements, including $26,000 capitalized
for accounting purposes. The Managing General Partner
anticipates 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 quarter ended
June 30, 1996 increased by 10.5% from the same period in 1995,
due to a 5.8% increase in revenues offset by a 2.6% increase in
apartment expenses. The increase in apartment expenses is
primarily attributable to an increase in maintenance and
operating expenses which were offset by a decrease in
administrative expenses. Average occupancy for the six-month
period ended June 30, 1996 decreased to 94% from 96%, compared to
the same period in 1995. During the six-month period ended
June 30, 1996, ORP expended $88,000 on property improvements,
including $42,000 capitalized for accounting purposes. The
Managing General Partner anticipates 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 quarter ended
June 30, 1996 increased by 15.8% from the same period in 1995,
due to a 10.2% increase in revenues offset by a 6% increase in
apartment expenses. The increase in apartment expenses is
<PAGE> 11
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
primarily attributable to an increase in maintenance and
operating expenses. The average occupancy for the six-month
period ended June 30, 1996 increased to 93% from 91%, compared to
the same period in 1995. During the six-month period ended
June 30, 1996, ORP expended $30,000 on property improvements,
including $17,000 capitalized for accounting purposes. The
Managing General Partner anticipates 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.
Consolidated Statements of Operations-Other Income and Deductions
Other income was $131,000 and $108,000, respectively, for the
six-month periods ended June 30, 1996 and 1995. The increase was
primarily due to higher interest earned on certain escrow
accounts.
Interest income for the six-month periods ended June 30, 1996
and 1995 was $39,000 and $53,000, respectively.
The terms of the mortgage loans require the borrowers to make
equal installment payments over the term of the loans. Each
payment consists of (i) interest on the unpaid balance of the
loans, and (ii) 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 $896,000 and $909,000, respectively, and
principal payments were $160,000 and $147,000, respectively, for
the six-month periods ended June 30, 1996 and 1995.
For the six-month periods ended June 30, 1996 and 1995, of the
total property improvements in the aggregate amount of $288,000
and $301,000, respectively, $105,000 and $87,000, respectively,
were classified as refurbishment expenses for financial statement
purposes. The remaining balances of $183,000 and $214,000,
respectively, were capitalized for financial statement purposes.
Depreciation expense for the six-month periods ended June 30,
1996 and 1995 was $567,000 and $550,000, respectively.
Amortization expense for the six-month periods ended June 30,
1996 and 1995 totaled $49,000.
ORP's administrative expenses for the six-month periods ended
June 30, 1996 and 1995 were $122,000 and $120,000, respectively.
In the aggregate, the net income, after debt service,
refurbishment expenses, and other deductions, reported by ORP for
the six-month period ended June 30, 1996 increased by $335,000,
or 154.4%, compared to the same period in 1995. 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 (discussed in prior reports).
<PAGE> 12
<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 6/30/96
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 98% 98% 99% 99% 97% 98%
Dearborn, Michigan
The Landings 10/31/84 94% 97% 95% 90% 91% 96%
Indianapolis, Indiana
Raven Hill 12/24/86 95% 95% 93% 95% 92% 95%
Burnsville, Minnesota
Shadow Oaks 2/07/85 91% 88% 95% 94% 93% 92%
Tampa, Florida
==================================================================================================
Summary of Project Data
- -------------------------------------------------------------------------------------------------------------------------
1996 Operating Results through 6/30/96 (in thousands)
Average ----------------------------------------------------------------------
Rent Collected<F1> NOI
-------------------- Before Property NOI
Property/ Number of June June 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 $908 $879 $1,309 $ 498 $ 811 $123 $ 688
Dearborn, Michigan
The Landings 150 $579 $564 509 261 248 47 201
Indianapolis, Indiana
Raven Hill 304 $678 $636 1,198 681 517 88 429
Burnsville, Minnesota
Shadow Oaks 200 $438 $423 531 289 242 30 212
Tampa, Florida
- -------------------------------------------------------------------------------------------------------------------------
Total 898 $3,547 $1,729 $1,818 $288 $1,530
=========================================================================================================================
<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 $183,000
incurred through June 30, 1996.
</FN>
</TABLE>
<PAGE> 13
Oxford Residential Properties I Limited Partnership and Subsidiaries
- ------------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
- ------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
June 30, 1996 December 31, 1995
(Unaudited)
- ------------------------------------------------------------------------
<S> <C> <C>
Assets
Investment properties, at cost
Land $ 3,681 $ 3,681
Buildings and improvements, net of
accumulated depreciation of $13,090
and $12,523, respectively 20,998 21,382
- ------------------------------------------------------------------------
Total Investment Properties 24,679 25,063
- ------------------------------------------------------------------------
Cash and cash equivalents 988 931
Working capital reserve 749 834
Tenant security deposits 136 121
Deferred costs, net of amortization of
$2,346 and $2,297, respectively 571 620
Other assets 1,004 915
- ------------------------------------------------------------------------
3,448 3,421
- ------------------------------------------------------------------------
Total Assets $28,127 $28,484
========================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $21,668 $21,828
Accounts payable and accrued expenses 436 568
Distributions payable 187 189
Due to affiliates 339 268
Tenant security deposits 136 121
- ------------------------------------------------------------------------
Total Liabilities 22,766 22,974
- ------------------------------------------------------------------------
Partners' Capital
General Partners (1,042) (1,044)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714 Assignee
Units issued and 24,946 outstanding
as of June 30, 1996; 25,714 Assignee
Units issued and 25,186 outstanding
as of December 31, 1995) 6,402 6,553
- ------------------------------------------------------------------------
Total Partners' Capital 5,361 5,510
- ------------------------------------------------------------------------
Total Liabilities and Partners' Capital $28,127 $28,484
========================================================================
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 Operations (in thousands, except Net Income (Loss)
per Assignee Unit and Weighted average number of Assignee Units
Outstanding)
(Unaudited)
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months Six months
ended June 30, ended June 30,
---------------- ----------------
1996 1995 1996 1995
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Apartment Revenues
Rental income $1,730 $1,640 $3,416 $3,274
Other income 56 62 131 108
- -----------------------------------------------------------------------------
Total Apartment Revenues 1,786 1,702 3,547 3,382
- -----------------------------------------------------------------------------
Apartment Expenses
Maintenance 252 260 540 508
Operating 150 124 317 268
Administrative 102 116 211 232
Property management fees 89 85 177 169
Property taxes 217 180 435 436
Marketing 25 23 49 47
- -----------------------------------------------------------------------------
Total Apartment Expenses 835 788 1,729 1,660
- -----------------------------------------------------------------------------
Net Operating Income 951 914 1,818 1,722
- -----------------------------------------------------------------------------
Other Deductions
Interest expense 447 454 896 909
Depreciation and amortization 307 301 616 599
Refurbishment expenses 58 43 105 87
Interest income (19) (33) (39) (53)
Partnership administrative expenses 64 62 122 120
Litigation and tender compliance 0 277 0 277
- -----------------------------------------------------------------------------
Total Other Deductions 857 1,104 1,700 1,939
- -----------------------------------------------------------------------------
Net Income (Loss) $ 94 $ (190) $ 118 $ (217)
=============================================================================
Net Income (Loss) Allocated to
Assignee Unit Holders $ 92 $ (186) $ 116 $ (213)
=============================================================================
Net Income (Loss) per Assignee Unit $ 3.69 $(7.25) $ 4.63 $(8.28)
=============================================================================
Weighted average number of Assignee
Units Outstanding 24,951 25,714 25,067 25,714
=============================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 15
Oxford Residential Properties I Limited Partnership and Subsidiaries
- -------------------------------------------------------------------------------
Consolidated Statement of Partners' Capital (in thousands)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the period December 31, 1995 through June 30, 1996
------------------------------------------------------
Limited Partners' Interests
------------------------------
Assignee Assignor General
Unit Holders Limited Partner Partners Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1995 $6,553 $1 $(1,044) $5,510
- -------------------------------------------------------------------------------
Net income for the six months
ended June 30, 1996 116 0 2 118
Distribution to Assignee Unit
Holders (187) 0 0 (187)
Purchase of Units (80) 0 0 (80)
- -------------------------------------------------------------------------------
Balance, June 30, 1996
(Unaudited) $6,402 $1 $(1,042) $5,361
===============================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 16
Oxford Residential Properties I Limited Partnership and Subsidiaries
- ------------------------------------------------------------------------------
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six months ended June 30,
-------------------------
1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net income (loss) $ 118 $ (217)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 616 599
Changes in assets and liabilities:
Tenant security deposits liability 15 12
Tenant security deposits (15) (12)
Other assets (89) (118)
Accounts payable and accrued expenses (132) 103
Due to affiliates 71 68
- ------------------------------------------------------------------------------
Net cash provided by operating activities 584 435
- ------------------------------------------------------------------------------
Investing activities
Working capital reserve 85 (21)
Additions to investment properties (183) (214)
- ------------------------------------------------------------------------------
Net cash used in investing activities (98) (235)
- ------------------------------------------------------------------------------
Financing activities
Distributions paid (189) (129)
Mortgage principal paid (160) (147)
Purchase of Assignee Units (80) 0
- ------------------------------------------------------------------------------
Net cash used in financing activities (429) (276)
- ------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 57 (76)
Cash and cash equivalents, beginning of period 931 1,307
- ------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 988 $1,231
==============================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 17
- -----------------------------------------------------------------
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 (i) Consolidated
Balance Sheets as of June 30, 1996 and December 31, 1995, (ii)
Consolidated Statements of Operations for the three- and six-
month periods ended June 30, 1996 and 1995, (iii) Consolidated
Statement of Partners' Capital as of June 30, 1996, and (iv)
Consolidated Statements of Cash Flows for the six-month periods
ended June 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. On July 21, 1995, August
24, 1995, September 13, 1995, October 27, 1995, February 7, 1996,
and April 3, 1996, ORP reacquired 221, 135, 169, 3, 5, and 235
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 six-month period ended
June 30, 1996, were approximately $30,000 for administrative and
accounting-related costs, compared to $35,000 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
subordinated to the receipt by the Assignee Unit Holders of
<PAGE> 18
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
certain returns. Property management fees of $71,000 and $67,000
for the six-month periods ended June 30, 1996 and June 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, 815 Assignee Units, including 47 Assignee Units
purchased in July 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 June 30, 1996, the total outstanding balance of the four
mortgage notes payable was $21,668,000. The properties are in
compliance with their respective debt service agreements as of
June 30, 1996.
<PAGE> 19
- ----------------------------------------------------------------
Notes to Consolidated Financial Statements
- ----------------------------------------------------------------
The individual outstanding mortgage notes payable as of
June 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 $ 9,956 $ 81
The Landings 3,282 26
Raven Hill 5,014 41
Shadow Oaks 3,416 28
- ----------------------------------------------------------------
$21,668 $176
================================================================
<FN>
<F1> Includes principal and interest.
</FN>
</TABLE>
<PAGE> 20
- -----------------------------------------------------------------
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> 21
- -----------------------------------------------------------------
Instructions for Investors who wish to reregister or transfer ORP
Assignee Units
- -----------------------------------------------------------------
The Quarterly Report on Form 10-Q for the quarter ended
June 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 June 30, 1996 (Unaudited) and the Consolidated
Statement of Operations for the six months ended June 30, 1996 (Unaudited) and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,737
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,140
<PP&E> 37,769
<DEPRECIATION> 13,090
<TOTAL-ASSETS> 28,127
<CURRENT-LIABILITIES> 1,100
<BONDS> 21,668
0
0
<COMMON> 0
<OTHER-SE> 5,359
<TOTAL-LIABILITY-AND-EQUITY> 28,127
<SALES> 0
<TOTAL-REVENUES> 3,547
<CGS> 0
<TOTAL-COSTS> 1,729
<OTHER-EXPENSES> 804
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 896
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 118
<EPS-PRIMARY> 4.64
<EPS-DILUTED> 4.64
</TABLE>
