<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, 1997
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 on page 3.
=================================================================
<PAGE> 2
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements of the Partnership, and the notes
thereto, are incorporated herein by reference to sequentially
numbered pages 12 through 18 included in ORP's Quarterly Report
(Unaudited).
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, 1997, is
incorporated herein by reference to sequentially numbered pages 6
through 11 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 3 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
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 12 through 18).
(20) Report furnished to security holders.
Oxford Residential Properties I Limited Partnership's
Quarterly Report (Unaudited) dated March 31, 1997, follows
on sequentially numbered pages 5 through 20 of this report.
(27) Financial Data Schedule.
<PAGE> 4
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: 05/15/97 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: 05/15/97 By: /s/ Leo E. Zickler
-------- -------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 05/15/97 By: /s/ Francis P. Lavin
------- -------------------------------------------
Francis P. Lavin
President
<PAGE> 5
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
March 31, 1997
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 ("ORP" or the "Partnership") as of March
31, 1997, and its consolidated results of operations and cash
flows for the quarter ended March 31, 1997. 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 has been extended to December 31,
1997 with respect to the purchase of up to 600 additional
Assignee Units. Since June 20, 1995, ORP has purchased, in the
aggregate, 1,057 Assignee Units. No Assignee Units were purchased
by ORP during the quarter ended March 31, 1997.
Liquidity and Capital Resources
Current Position. At March 31, 1997, ORP held $1,601,000 in
cash and cash equivalents and the working capital reserve,
compared to $1,560,000 at December 31, 1996. The increase of
$41,000 is primarily attributable to increases in property net
operating incomes offset by distributions made on March 1, 1997
to Partners of record as of December 31, 1996 totaling $185,000,
and the payment of partnership administrative expenses during the
quarter ended March 31, 1997 totaling $98,000.
Other Assets shown on the accompanying consolidated Balance
Sheet increased by $135,000 to $1,108,000 at March 31, 1997, from
$973,000 at December 31, 1996. The increase in Other Assets is
primarily a result of an increase in prepaid property insurance
and the property tax escrow subaccount. 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 totaling $828,000
at March 31, 1997. 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
<PAGE> 7
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
in the following months. Accounts Receivable and Prepaid Expenses
totaling $83,000 and $197,000 at March 31, 1997, respectively,
are also included in Other Assets.
Unamortized deferred costs relating to organization and
refinancing costs (discussed in prior reports) at March 31, 1997
were $497,000, compared to $522,000 at December 31, 1996. 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, refurbishment expenses, and capitalized
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 $115,000 were made for the quarter ended March 31,
1997, compared to $122,000 for the same period in 1996. Of the
$115,000 of property improvements, $79,000 was capitalized for
financial statement purposes for the quarter ended March 31,
1997, compared to $75,000 of the $122,000 of property
improvements for the same period in 1996.
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, 1997 and December 31, 1996, deferred property
management fees to NHP amounted to $447,000 and $411,000,
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, from each of the
four investment properties for the quarter ended March 31, 1997,
as compared to the quarter ended March 31, 1996, is as follows:
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
(in thousands)
Three months ended March 31,
----------------------------
Property 1997 1996
- -----------------------------------------------------------------
<S> <C> <C>
Fairlane East, Dearborn, MI $411 $386
The Landings, Indianapolis, IN 125 109
Raven Hill, Burnsville, MN 260 245
Shadow Oaks, Tampa, FL 119 127
- -----------------------------------------------------------------
Total Net Operating Income $915 $867
=================================================================
</TABLE>
<PAGE> 8
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Three months ended March 31, 1997
versus three months ended March 31, 1996
In the aggregate, the net operating income, before debt
service, refurbishment expenses, and capitalized property
improvements, reported by ORP for the quarter ended March 31,
1997, increased by 5.5% compared to the quarter ended March 31,
1996. Set forth below is a discussion of the properties which
compares their respective operations for the three-month periods
ended March 31, 1997 and 1996.
Fairlane East
Fairlane East's net operating income for the quarter ended
March 31, 1997 increased by 6.5% from the same period in 1996 due
to a 3.5% increase in revenues and a 1% decrease in apartment
expenses. The decrease in apartment expenses is primarily
attributable to a decrease in maintenance, operating,
administrative, and marketing expenses. Average occupancy for
the quarter ended March 31, 1997 decreased to 96%, compared to
97% for the same period in 1996. The weighted average rent
collected for the month ended March 31, 1997 increased by 4.6% to
$941, compared to $900 for the same period in 1996. During the
three-month period ended March 31, 1997, the Partnership expended
$55,000 on property improvements, including $42,000 capitalized
for accounting purposes. The Managing General Partner anticipates
slightly lower spending levels on property improvements in 1997,
as compared to the year ended December 31, 1996.
The Landings
The Landings' net operating income for the quarter ended March
31, 1997 increased by 14.7% from the same period in 1997 due to a
4.4% increase in revenues and a 3.6% decrease in apartment
expenses. The decrease in apartment expenses is primarily
attributable to a decrease in maintenance expenses. The increase
in revenues was primarily attributable to a 96% increase in other
income offset by a 1.6% decrease in rental income. Average
occupancy for the quarter ended March 31, 1997 decreased to 86%,
compared to 91% for the same period in 1996. The decrease in
occupancy level is primarily attributed to increased home buying
and a decrease in the job market for the Landings area. The
weighted average rent collected for the month ended March 31,
1997 increased by 3% to $581, compared to $564 for the same
period in 1996. During the three-month period ended March 31,
1997, the Partnership expended $27,000 on property improvements,
including $15,000 capitalized for accounting purposes. The
Managing General Partner anticipates slightly lower spending
levels on property improvements in 1997, as compared to the year
ended December 31, 1996.
<PAGE> 9
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Raven Hill
Raven Hill's net operating income for the quarter ended March
31, 1997 increased by 6.1% from the same period in 1996 due to a
3.4% increase in revenues offset by a 1.6% increase in apartment
expenses. The increase in apartment expenses is primarily
attributable to an increase in operating and marketing expenses.
Average occupancy for the quarter ended March 31, 1997 increased
to 94%, compared to 92% for the same period in 1996. The weighted
average rent collected for the month ended March 31, 1997
increased by less than 1% to $681, compared to $676 for the same
period in 1996. During the three-month period ended March 31,
1997, the Partnership expended $19,000 for property improvements,
including $10,000 capitalized for accounting purposes. The
Managing General Partner anticipates slightly lower spending
levels on property improvements in 1997, as compared to the year
ended December 31, 1996.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended March
31, 1997 decreased by 6.3% from the same period in 1996 due to a
1.6% decrease in revenues and a 2.3% increase in apartment
expenses. The decrease in revenues was primarily attributable to
a 1% increase in rental income offset by a 30.3% decrease in
other income. The increase in apartment expenses is primarily
attributable to an increase in maintenance and operating
expenses. The oversupply of housing in the area's submarket
continues to impact the Shadow Oaks community. Average occupancy
for the quarter ended March 31, 1997 increased to 94%, compared
to 93% for the same period in 1996. The weighted average rent
collected for the month ended March 31, 1997 increased by 7.4%
to $466, compared to $434 for the same period in 1996. During
the three-month period ended March 31, 1997, the Partnership
expended $14,000 on property improvements, including $12,000
capitalized for accounting purposes. The Managing General Partner
anticipates slightly higher levels of property improvements will
be necessary in 1997, as compared to the year ended December 31,
1996, in order to maintain the property's competitive position.
Consolidated Statements of Operations-Other Income and Deductions
Other income was $83,000 and $75,000, respectively, for the
three-month periods ended March 31, 1997 and 1996. The increase
was primarily due to an increase in laundry income.
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 $442,000 and $449,000, respectively, and principal
paid was $86,000 and $79,000, respectively, for the three-month
periods ended March 31, 1997 and 1996.
<PAGE> 10
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Depreciation expense for the three-month periods ended March
31, 1997 and 1996 was $292,000 and $284,000, respectively.
Amortization expense for the three-month periods ended March 31,
1997 and 1996 was $25,000.
For the three-month periods ended March 31, 1997 and 1996, of
the total property improvements in the aggregate amounts of
$115,000 and $122,000, respectively, $36,000 and $47,000,
respectively, were classified as refurbishment expenses for
financial statement purposes. The remaining balances of $79,000
and $75,000, respectively, were capitalized for financial
statement purposes.
Interest income for the three-month periods ended March 31,
1997 and 1996 was $18,000 and $20,000, respectively. The
decrease was primarily due to a decrease, in the aggregate, in
the Partnership's cash and cash equivalents and the working
capital reserve.
ORP's partnership administrative expenses for the three-month
periods ended March 31, 1997 and 1996 were $50,000 and $58,000,
respectively.
<PAGE> 11
<TABLE>
- -------------------------------------------------------------------------------------------------
Average Occupancy
- -------------------------------------------------------------------------------------------------
The average occupancy for each of the four investment properties is shown in the following chart:
<CAPTION>
For the Quarter Ended
Property/ Acquisition ------------------------------------------------------------------
Location Date 3/31/96 6/30/96 9/30/96 12/31/96 3/31/97
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 97% 98% 97% 98% 96%
Dearborn, Michigan
The Landings 10/31/84 91% 96% 96% 92% 86%
Indianapolis, Indiana
Raven Hill 12/24/86 92% 95% 92% 92% 94%
Burnsville, Minnesota
Shadow Oaks 2/07/85 93% 92% 93% 90% 94%
Tampa, Florida
- --------------------------------------------------------------------------------------------------------------
Summary of Project Data (in thousands)
- --------------------------------------------------------------------------------------------------------------
<CAPTION>
1997 Operating Results through 3/31/97 (in thousands)
--------------------------------------------------------------------
Average Rent NOI
Collected<F1> Before Property NOI
Property/ No. of March March Apartment Apartment Improvements & Property Before
Location Units 1997 1996 Revenues Expenses Debt Service Improvements<F2> Debt Service
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 244 $941 $900 $ 673 $262 $411 $ 55 $356
Dearborn, Michigan
The Landings 150 $581 $564 256 131 125 27 98
Indianapolis, Indiana
Raven Hill 304 $681 $676 613 353 260 19 241
Burnsville, Minnesota
Shadow Oaks 200 $466 $434 268 149 119 14 105
Tampa, Florida
- --------------------------------------------------------------------------------------------------------------
Total 898 $1,810 $895 $915 $115 $800
==============================================================================================================
<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 $79,000 incurred
during the quarter ended March 31, 1997.
</FN>
</TABLE>
<PAGE> 12
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
(Unaudited)
- --------------------------------------------------------------------
<S> <C> <C>
Assets
Investment properties, at cost
Land $ 3,681 $ 3,681
Buildings and improvements, net
of accumulated depreciation
of $13,952 and $13,656,
respectively 20,776 20,989
- --------------------------------------------------------------------
Total Investment Properties 24,457 24,670
- --------------------------------------------------------------------
Cash and cash equivalents 1,424 1,106
Working capital reserve 177 454
Tenant security deposits 151 135
Deferred costs, net of amortization
of $2,420 and $2,395, respectively 497 522
Other assets 1,108 973
- --------------------------------------------------------------------
3,357 3,190
- --------------------------------------------------------------------
Total Assets $27,814 $27,860
====================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $21,415 $21,501
Accounts payable and accrued
expenses 557 472
Distributions payable 0 185
Due to affiliates 447 411
Tenant security deposits 151 135
- --------------------------------------------------------------------
Total Liabilities 22,570 22,704
- --------------------------------------------------------------------
Partners' Capital
General Partners (1,038) (1,040)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714
Assignee Units issued and
24,657 outstanding) 6,281 6,195
- --------------------------------------------------------------------
Total Partners' Capital 5,244 5,156
- --------------------------------------------------------------------
Total Liabilities and
Partners' Capital $27,814 $27,860
====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 13
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statements of Operations (in thousands, except Net
Income per Assignee Unit and Weighted average number of Assignee
Units Outstanding) (Unaudited)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1997 1996
- --------------------------------------------------------------------
<S> <C> <C>
Apartment Revenues
Rental income $ 1,727 $ 1,686
Other income 83 75
- --------------------------------------------------------------------
Total Apartment Revenues 1,810 1,761
- --------------------------------------------------------------------
Apartment Expenses
Maintenance 252 288
Operating 197 167
Administrative 98 109
Property management fees 90 88
Property taxes 230 218
Marketing 28 24
- --------------------------------------------------------------------
Total Apartment Expenses 895 894
- --------------------------------------------------------------------
Net Operating Income 915 867
- --------------------------------------------------------------------
Other Deductions
Interest expense 442 449
Depreciation and amortization 317 309
Refurbishment expenses 36 47
Interest income (18) (20)
Partnership administrative expenses 50 58
- --------------------------------------------------------------------
Total Other Deductions $ 827 $ 843
- --------------------------------------------------------------------
Net Income $ 88 $ 24
====================================================================
Net Income Allocated to Assignee Unit
Holders $ 86 $ 24
====================================================================
Net Income per Assignee Unit $ 3.49 $ .93
====================================================================
Weighted average number of Assignee
Units Outstanding 24,657 25,183
====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 14
Oxford Residential Properties I Limited Partnership and Subsidiaries
- -----------------------------------------------------------------------
Consolidated Statement of Partners' Capital (in thousands)
- -----------------------------------------------------------------------
<TABLE>
<CAPTION>
For the period December 31, 1996 through March 31, 1997
-------------------------------------------------------
Limited Partners'
Interests
-------------------
Assignee Assignor
Unit Limited General
Holders Partner Partners Total
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1996 $6,195 $1 $(1,040) $5,156
- ----------------------------------------------------------------------
Net income, March 31, 1997 86 0 2 88
- ----------------------------------------------------------------------
Balance, March 31, 1997
(Unaudited) $6,281 $1 $(1,038) $5,244
======================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 15
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1997 1996
- --------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net income $ 88 $ 24
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 317 309
Changes in assets and liabilities:
Tenant security deposits liability 16 6
Tenant security deposits (16) (6)
Other assets (135) (169)
Accounts payable and accrued
expenses 85 (16)
Due to affiliates 36 35
- --------------------------------------------------------------------
Net cash provided by operating activities 391 183
- --------------------------------------------------------------------
Investing activities
Working capital reserve 277 (10)
Additions to investment properties (79) (75)
- --------------------------------------------------------------------
Net cash provided by (used in) investing
activities 198 (85)
- --------------------------------------------------------------------
Financing activities
Distributions paid (185) (189)
Mortgage principal paid (86) (79)
Purchase of Assignee Units 0 (2)
- --------------------------------------------------------------------
Net cash used in financing activities (271) (270)
- --------------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents 318 (172)
Cash and cash equivalents, beginning
of period 1,106 931
- --------------------------------------------------------------------
Cash and cash equivalents, end of
period $1,424 $ 759
====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 16
- -----------------------------------------------------------------
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 (the "Managing General
Partner") of Oxford Residential Properties I Limited Partnership
("ORP" or the "Partnership"), are necessary to present fairly the
Partnership's Consolidated Balance Sheets as of March 31, 1997
and December 31, 1996, the Consolidated Statements of Operations
for the three-month periods ended March 31, 1997 and 1996, the
Consolidated Statement of Partners' Capital as of March 31, 1997,
and the Consolidated Statements of Cash Flows for the three-month
periods ended March 31, 1997 and 1996, 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, 1996.
For financial reporting purposes, the net income per assignee
unit of limited partnership of ORP ("Assignee Unit") has been
calculated by dividing the portion of the Partnership's net
income 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 amounts per Assignee Unit on the Consolidated
Statements of Operations.
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. ORP reimbursed affiliates for
personnel costs, travel expenses and interest on interim working
capital advances 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, 1997, were
approximately $25,000 for administrative and accounting-related
costs, compared to $16,000 for the same period in 1996.
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 $36,000 for the
three-month period ended March 31, 1997, have been deferred and
are included in Due to affiliates in the accompanying
Consolidated Balance Sheets. Cumulative deferred management fees
<PAGE> 17
- -----------------------------------------------------------------
Notes to Consolidated Financial Statement
- -----------------------------------------------------------------
as of March 31, 1997 and December 31, 1996, totaled $447,000 and
$411,000, respectively. 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 of limited
partnership of ORP ("Assignee Units") at a price of $332 per
Assignee Unit. Subsequent to the termination of the Affiliate
Tender, ORP determined that additional Assignee Unit Holders were
interested in selling their Assignee Units for the same price
offered in the Affiliate Tender. On June 20, 1995, ORP advised
its Assignee Unit Holders that it would purchase on a "first
come, first served" basis, at any time on or before September 11,
1995, unless sooner terminated, all Assignee Units up to an
aggregate of 600 Assignee Units at a price of $332 per Assignee
Unit, net to the seller in cash without interest ("Issuer
Tender"). The Issuer Tender has been extended to December 31,
1997, with respect to the purchase of up to 600 additional
Assignee Units. Since June 20, 1995, ORP has purchased, in the
aggregate, 1,057 Assignee Units. No Assignee Units were purchased
by ORP during the quarter ended March 31, 1997.
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 March 31, 1997, the total outstanding balance of the four
mortgage notes payable was $21,415,000. The properties are in
compliance with their respective debt service agreements as of
March 31, 1997.
<PAGE> 18
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
The individual outstanding mortgage notes payable as of March 31,
1997, and monthly debt service are as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
Property Collateralizing Debt Outstanding Monthly
(in thousands) Mortgage Debt Service<F1>
- -----------------------------------------------------------------
<S> <C> <C>
Fairlane East, Dearborn, Michigan $ 9,840 $ 81
The Landings, Indianapolis, Indiana 3,243 26
Raven Hill, Burnsville, Minnesota 4,956 41
Shadow Oaks, Tampa, Florida 3,376 28
- -----------------------------------------------------------------
$21,415 $176
=================================================================
<FN>
<F1> Includes principal and interest.
</FN>
</TABLE>
<PAGE> 19
- -----------------------------------------------------------------
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
Limited Partnership ("ORP" or the "Partnership") 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
charges $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 (248)
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 (248) 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> 20
- -----------------------------------------------------------------
Instructions for Investors who wish to reregister or transfer ORP
Assignee Units
- -----------------------------------------------------------------
The Quarterly Report on Form 10-Q for the quarter ended March
31, 1997, 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
(248) 614-4550
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at March 31, 1997 (Unaudited) and the Consolidated
Statement of Operations for the three months ended March 31, 1997 (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-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,601
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,756
<PP&E> 38,409
<DEPRECIATION> 13,952
<TOTAL-ASSETS> 27,814
<CURRENT-LIABILITIES> 1,155
<BONDS> 21,415
0
0
<COMMON> 0
<OTHER-SE> 5,244
<TOTAL-LIABILITY-AND-EQUITY> 27,814
<SALES> 0
<TOTAL-REVENUES> 1,810
<CGS> 0
<TOTAL-COSTS> 895
<OTHER-EXPENSES> 385
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 442
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 88
<EPS-PRIMARY> 3.49
<EPS-DILUTED> 3.49
</TABLE>
