<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, 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)
Registrant's telephone number, including area code:(301) 654-3100
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act:
Assignee Units
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES /X/ NO / /.
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 13 through 19 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 six-month period ended June 30, 1997,
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 known by the Managing General Partners whose
potential effects are considered to be material.
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 13 through 19).
(20) Report furnished to security holders.
Oxford Residential Properties I Limited Partnership's
Quarterly Report (Unaudited) dated June 30, 1997, follows
on sequentially numbered pages 5 through 21 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: 08/21/97 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: 08/21/97 By: /S/ Leo E. Zicker
-------- -------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors
and Chief Executive Officer
Date: 08/21/97 By: /S/ Francis P. Lavin
-------- -------------------------------------------
Francis P. Lavin
President
<PAGE> 5
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
June 30, 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
June 30, 1997, and its consolidated results of operations for
the three- and six-month periods ended June 30, 1997, and its
consolidated statements of partners' capital and the cash flows
for the six-month period ended June 30, 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. For the period from July 1995 through December
31, 1996, ORP has purchased, in the aggregate, 1,057 Assignee
Units. No Assignee Units were purchased by ORP during the
six-month period ended June 30, 1997. Subsequent to June 30,
on August 15, 1997, ORP purchased an additional 105 Assignee
Units.
On August 29, 1997, ORP will pay to its Partners and Assignee
Unit Holders of record as of June 30, 1997, a cash distribution
for the first half of 1997 in the amount of $247,000, or $10
per Assignee Unit, representing an annualized return of 2% for
1997 based on the original cost of $1,000 per Assignee Unit.
Liquidity and Capital Resources
Current Position. At June 30, 1997, ORP held
$1,786,000 in cash and cash equivalents and the working capital
reserve, compared to $1,560,000 at December 31, 1996. The
increase of $226,000 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 ORP's administrative
expenses during the six-months ended June 30, 1997 totaling
$146,000.
<PAGE> 7
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Other Assets shown on the accompanying consolidated Balance
Sheet decreased by $5,000 to $968,000 at June 30, 1997,
from $973,000 at December 31, 1996. 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 $857,000
at June 30, 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 in the following months. Accounts Receivable and
Prepaid Expenses totaling $30,000 and $81,000 at June 30,
1997, respectively, are also included in Other Assets.
Unamortized deferred costs relating to organization and
refinancing costs (discussed in prior reports) at June 30,
1997 were $473,000, 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 net cash flow generated from the
other investment properties, if any, working capital reserves, if
any, or borrowings by ORP. Property improvements in the
aggregate amount of $470,000 were made for the six-month
period ended June 30, 1997, compared to $288,000 for the same
period in 1996. Of the $470,000 of property improvements,
$356,000 was capitalized for financial statement purposes for the
six-month period ended June 30, 1997, compared to $183,000 of the
$288,000 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 June 30, 1997 and December 31, 1996,
deferred property management fees to NHP amounted to $484,000 and
$411,000, 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, refurbishment
expenses, and capitalized property improvements, from each of the
four investment properties for the quarter ended June 30,
1997, as compared to the quarter ended June 30, 1996, is as
follows:
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------ -----------------
(in thousands) (in thousands)
Property 1997 1996 1997 1996
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairlane East,
Dearborn, MI $413 $425 $ 824 $ 811
The Landings,
Indianapolis, IN 124 139 249 248
Raven Hill,
Burnsville, MN 282 272 542 517
Shadow Oaks,
Tampa, FL 145 115 264 242
- -----------------------------------------------------------------
Total Net Operating Income $964 $951 $1,879 $1,818
=================================================================
</TABLE>
Three months ended June 30, 1997 versus three months
ended June 30, 1996
In the aggregate, the net operating income, before debt
service, refurbishment expenses, and capitalized property
improvements, reported by ORP for the quarter ended June 30,
1997, increased by 1.4% compared to the quarter
ended June 30, 1996. Set forth below is a discussion of the
properties which compares their respective operations for the
three-month periods ended June 30, 1997 and 1996.
Fairlane East
Fairlane East's net operating income for the quarter ended
June 30, 1997 decreased by 2.8% from the same period
in 1996 due to a 4.7% increase in revenues offset by an 18.6%
increase in apartment expenses. The increase in apartment
expenses is primarily attributable to an increase in maintenance
and marketing expenses, and an increase in property taxes
due to a recent assessment. During the three-month period ended
June 30, 1997, the Partnership expended $81,000 on property
improvements, including $63,000 capitalized for accounting
purposes.
<PAGE> 9
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
The Landings
The Landings' net operating income for the quarter ended
June 30, 1997 decreased by 10.8% from the same
period in 1996 due to a 1.9% decrease in revenues and a 8%
increase in apartment expenses. The decrease in revenues was
primarily attributable to a 4.3% decrease in rental income offset
by a 41.5 % increase in other income. The increase in apartment
expenses is primarily attributable to an increase in maintenance
and administrative expenses. During the three-month period ended
June 30, 1997, the Partnership expended $29,000 on
property improvements, including $16,000 capitalized for
accounting purposes.
Raven Hill
Raven Hill's net operating income for the quarter ended
June 30, 1997 increased by 3.7% from the same period
in 1996 due to a 5.5% increase in revenues offset by a 6.9%
increase in apartment expenses. The increase in apartment
expenses is primarily attributable to an increase in
maintenance expenses and property taxes. During the
three-month period ended June 30, 1997, the Partnership expended
$215,000 for property improvements, including $185,000
capitalized for accounting purposes.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended
June 30, 1997 increased by 26.1% from the same
period in 1996 due to a 17.5% increase in revenues offset by a
11.1% increase in apartment expenses. Most of the revenue
increase is attributable to an amount paid by a laundry service
vendor in connection with a new five-year contract. The increase
in apartment expenses is primarily attributable to an increase
in maintenance and administrative expenses due to an increase
in tenant turnover. During the three-month period ended June 30,
1997, the Partnership expended $30,000 on property improvements,
including $13,000 capitalized for accounting purposes.
Six months ended June 30, 1997 versus six months
ended June 30, 1996
In the aggregate, the net operating income, before debt
service and refurbishment expenses, reported by ORP for the six-
month period ended June 30, 1997 increased by
$61,000, or 3.4%, compared to the same period in 1996. Set
forth below is a discussion of the properties which compares
their respective operations for the six-month periods ended
June 30, 1997 and 1996.
<PAGE> 10
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Fairlane East
Fairlane East's net operating income for the six-month period
ended June 30, 1996 increased by 1.6% from the same period in
1996, primarily due to a 4.1% increase in revenues offset by a
8.2% increase in apartment expenses. The increase in apartment
expenses is primarily attributable to an increase in maintenance
expenses and property taxes. Average occupancy for the six-month
periods ended June 30, 1997 decreased to 97% from
98% compared to the same period in 1996. During the six-month
period ended June 30, 1997, ORP expended $136,000 on
property improvements, including $105,000 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 six-month period
ended June 30, 1997 increased less than 1%
from the same period in 1996, primarily due to a 1.2% increase in
revenues offset by a 2% increase in apartment expenses. The
increase in apartment expenses is primarily attributable to an
increase in operating, administrative and marketing expenses.
Average occupancy for the six-month period ended
June 30, 1997 decreased to 89% from 94%, compared to the same
period in 1996. The decrease in occupancy level is primarily
attributed to increased home buying and market competition for
the Landings area. During the six-month period ended June 30,
1997, ORP expended $56,000 on property improvements, including
$31,000 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.
Raven Hill
Raven Hill's net operating income for the six-month period
ended June 30, 1997 increased by 4.8% from the same
period in 1996, primarily due to a 4.4% increase in revenues
offset by a 4.2% increase in apartment expenses. The increase in
apartment expenses is primarily attributable to an increase in
operating and marketing expenses, and an increase in property
taxes, which were offset by a decrease in maintenance expenses.
Average occupancy for the six-month period ended June 30,
1997 increased to 96% from 94%, compared to the same
period in 1996. During the six-month period ended
June 30, 1997, ORP expended $234,000 on property
improvements, including $195,000 capitalized for accounting
purposes. The Managing General Partner anticipates
higher spending levels on property improvements in
1997, as compared to the year ended December 31, 1996 due to
siding and window replacements.
<PAGE> 11
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Shadow Oaks
Shadow Oaks' net operating income for the six-month period
ended June 30, 1997 increased by 9.1% from the same
period in 1996, primarily due to a 7.7% increase in revenues
offset by a 6.6% increase in apartment expenses. Most of the
revenue increase is attributable to an amount paid by a laundry
service vendor in connection with a new five-year contract. The
increase in apartment expenses is primarily attributable to an
increase in maintenance and operating expenses. The average
occupancy for the six-month period ended June 30, 1997
and 1996 was 93%. During the six-month period ended June 30,
1997, ORP expended $44,000 on property improvements, including
$25,000 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.
Consolidated Statements of Operations-Other Income and Deductions
Other income was $197,000 and $131,000, respectively, for the
six-month periods ended June 30, 1997 and 1996.
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 $883,000 and $896,000, respectively, and principal
paid was $173,000 and $160,000, respectively, for the six-month
periods ended June 30, 1997 and 1996.
Depreciation expense for the six-month periods ended
June 30, 1997 and 1996 was $586,000 and $567,000
respectively. Amortization expense for the six-month periods
ended June 30, 1997 and 1996 was $49,000.
For the six-month periods ended June 30, 1997 and
1996, of the total property improvements in the aggregate amounts
of $470,000 and $288,000, respectively, $114,000 and $105,000,
respectively, were classified as refurbishment expenses for
financial statement purposes. The remaining balances of $356,000
and $183,000, respectively, were capitalized for financial
statement purposes. The increase in property improvements is due
primarily to siding and window replacements at Raven Hill during
the six-months ended June 30, 1997.
Interest income for the six-month periods ended June 30,
1997 and 1996 was $40,000 and $39,000, respectively.
ORP's partnership administrative expenses for the six-month
periods ended June 30, 1997 and 1996 were $112,000
and $122,000, respectively.
<PAGE> 12
<TABLE>
- -------------------------------------------------------------------------------------------------------------
Average Occupancy
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
The average occupancy for each of the four investment properties is shown in the following chart:
For the Quarter Ended
Property/ Acquisition -----------------------------------------------------------
Location Date 3/31/96 6/30/96 9/30/96 12/31/96 3/31/97 6/30/97
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 97% 98% 97% 98% 96% 97%
Dearborn, Michigan
The Landings 10/31/84 91% 96% 96% 92% 86% 91%
Indianapolis, Indiana
Raven Hill 12/24/86 92% 95% 92% 92% 94% 97%
Burnsville, Minnesota
Shadow Oaks 2/07/85 93% 92% 93% 90% 94% 92%
Tampa, Florida
- -------------------------------------------------------------------------------------------------------------
Summary of Project Data (in thousands)
=============================================================================================================
1997 Operating Results through 6/30/97 (in thousands)
---------------------------------------------------------------
Average Rent
Collected<F1> NOI
------------- Before Property NOI
Property/ Number of June June Apartment Apartment Improvements Property Before Debit
Location Units 1997 1996 Revenues Expenses & Debt Service Improvements<F2> Service
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 244 $950 $908 $1,363 $ 539 $ 824 $136 $ 688
Dearborn, Michigan
The Landings 150 $590 $579 515 266 249 56 193
Indianapolis, Indiana
Raven Hill 304 $682 $678 1,251 709 542 234 308
Burnsville, Minnesota
Shadow Oaks 200 $439 $438 572 308 264 44 220
Tampa, Florida
- -------------------------------------------------------------------------------------------------------------
Total 898 $3,701 $1,822 $1,879 $470 $1,409
=============================================================================================================
<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 $356,000, incurred
during the six-month period ended June 30, 1997.
</FN>
</TABLE>
<PAGE> 13
Oxford Residential Properties I Limited Partnership and Subsidiaries
- ------------------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, 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
$14,246 and $13,656, respectively 20,759 20,989
- ------------------------------------------------------------------------------
Total Investment Properties 24,440 24,670
- ------------------------------------------------------------------------------
Cash and cash equivalents 975 1,106
Working capital reserve 811 454
Tenant security deposits 158 135
Deferred costs, net of amortization of
$2,444 and $2,395, respectively 473 522
Other assets 968 973
- ------------------------------------------------------------------------------
3,385 3,190
- ------------------------------------------------------------------------------
Total Assets $27,825 $27,860
==============================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $21,327 $21,501
Accounts payable and accrued expenses 525 472
Distributions payable 247 185
Due to affiliates 484 411
Tenant security deposits 158 135
- ------------------------------------------------------------------------------
Total Liabilities 22,741 22,704
- ------------------------------------------------------------------------------
Partners' Capital
General Partners (1,036) (1,040)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714 Assignee
Units issued and 24,657 outstanding) 6,119 6,195
- ------------------------------------------------------------------------------
Total Partners' Capital 5,084 5,156
- ------------------------------------------------------------------------------
Total Liabilities and
Partners' Capital $27,825 $27,860
==============================================================================
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 per
(Unaudited) Assignee Unit and weighted average
number of Assignee Units
Outstanding)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
1997 1996 1997 1996
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Apartment Revenues
Rental income $1,777 $1,730 $3,504 $3,416
Other income 114 56 197 131
- ------------------------------------------------------------------------------
Total Apartment Revenues 1,891 1,786 3,701 3,547
- ------------------------------------------------------------------------------
Apartment Expenses
Maintenance 317 252 569 540
Operating 145 150 342 317
Administrative 112 102 210 211
Property management fees 94 89 184 177
Property taxes 230 217 460 435
Marketing 29 25 57 49
- ------------------------------------------------------------------------------
Total Apartment Expenses 927 835 1,822 1,729
- ------------------------------------------------------------------------------
Net Operating Income 964 951 1,879 1,818
==============================================================================
Other Deductions
Interest expense 441 447 883 896
Depreciation and
amortization 318 307 635 616
Refurbishment expenses 78 58 114 105
Interest income (22) (19) (40) (39)
Partnership administrative
expenses 62 64 112 122
- ------------------------------------------------------------------------------
Total Other Deductions 877 857 1,704 1,700
- ------------------------------------------------------------------------------
Net Income $ 87 $ 94 $ 175 $ 118
==============================================================================
Net Income Allocated to
Assignee Unit Holders $ 85 $ 92 $ 171 $ 116
==============================================================================
Net Income per Assignee Unit $ 3.44 $ 3.69 $ 6.93 $ 4.63
==============================================================================
Weighted average number of
Assignee Units Outstanding 24,657 24,951 24,657 25,067
==============================================================================
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, 1996 through June 30, 1997
-------------------------------------------------------
Limited Partners' Interests
-------------------------------
Assignee Unit Assignor Limited General
Holders Partner Partners Total
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1996 $6,195 $ 1 $(1,040) $5,156
- ------------------------------------------------------------------------------
Net income, June 30, 1997 171 0 4 175
Distribution to Assignee
Unit Holders (247) 0 0 (247)
- ------------------------------------------------------------------------------
Balance, June 30, 1997
(Unaudited) $6,119 $ 1 $(1,036) $5,084
- ------------------------------------------------------------------------------
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,
-------------------------
1997 1996
- ------------------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net income $ 175 $118
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 635 616
Changes in assets and liabilities:
Tenant security deposits liability 23 15
Tenant security deposits (23) (15)
Other assets 5 (89)
Accounts payable and accrued expenses 53 (132)
Due to affiliates 73 71
- ------------------------------------------------------------------------------
Net cash provided by operating activities 941 584
- ------------------------------------------------------------------------------
Investing activities
Working capital reserve (357) 85
Additions to investment properties (356) (183)
- ------------------------------------------------------------------------------
Net cash used in investing activities (713) (98)
- ------------------------------------------------------------------------------
Financing activities
Distributions paid (185) (189)
Mortgage principal paid (174) (160)
Purchase of Assignee Units 0 (80)
- ------------------------------------------------------------------------------
Net cash used in financing activities (359) (429)
- ------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (131) 57
Cash and cash equivalents, beginning of period 1,106 931
- ------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 975 $988
==============================================================================
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 (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 June 30,
1997 and December 31, 1996, the Consolidated
Statements of Operations for the three- and six-month periods
ended June 30, 1997 and 1996, the Consolidated
Statement of Partners' Capital as of June 30, 1997,
and the Consolidated Statements of Cash Flows for the six-month
periods ended June 30, 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 six-month period ended June 30, 1997, were
approximately $41,000 for administrative and accounting-related
costs, compared to $30,000 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 $73,000 for the
six-month period ended June 30, 1997, have been deferred
and are included in Due to affiliates in the accompanying
Consolidated Balance Sheets. Cumulative deferred management fees
as of June 30, 1997 and December 31, 1996, totaled
$484,000 and $411,000, respectively. NHP also has a separate
<PAGE> 18
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
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 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.For the period from July 1995 through December 31,
1996, ORP has purchased, in the aggregate, 1,057 Assignee Units.
No Assignee Units were purchased by ORP during the six-month
period ended June 30, 1997. Subsequent to June 30, on August 15,
1997, ORP purchased an additional 105 Assignee Units.
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 June 30, 1997, the total outstanding balance of
the four mortgage notes payable was $21,327,000. The properties
are in compliance with their respective debt service agreements
as of June 30, 1997.
<PAGE> 19
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
The individual outstanding mortgage notes payable as of
June 30, 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 $ 9,799 $ 81
The Landings, Indianapolis, Indiana 3,230 26
Raven Hill, Burnsville, Minnesota 4,936 41
Shadow Oaks, Tampa, Florida 3,362 28
- -----------------------------------------------------------------
$21,327 $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
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> 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, 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 June 30, 1997 (Unaudited) and the Consolidated
Statement of Operations for the six months ended June 30, 1997 (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-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,786
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,599
<PP&E> 38,686
<DEPRECIATION> 14,426
<TOTAL-ASSETS> 27,825
<CURRENT-LIABILITIES> 1,414
<BONDS> 21,327
0
0
<COMMON> 0
<OTHER-SE> 5,084
<TOTAL-LIABILITY-AND-EQUITY> 27,825
<SALES> 0
<TOTAL-REVENUES> 3,701
<CGS> 0
<TOTAL-COSTS> 1,822
<OTHER-EXPENSES> 821
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 883
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 175
<EPS-PRIMARY> 6.93
<EPS-DILUTED> 6.93
</TABLE>
