<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
-----------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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 / /
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. /X/
<PAGE> 2
The Assignee Units of limited partnership interest of the
Partnership are not currently being traded in any public market.
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.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents of the Registrant are
incorporated herein by reference as indicated:
Form 10-K Parts Document
- -----------------------------------------------------------------
Parts I, II, III Portions of the Annual Report 1996 are
incorporated by reference into Parts I, II
and III.
Reference to Exhibits is on page 12.
<PAGE> 3
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART I
Item 1. Business.
The Registrant, Oxford Residential Properties I Limited
Partnership ("ORP" or the "Partnership"), was formed on
January 19, 1984, under the Maryland Revised Uniform Limited
Partnership Act to acquire, own and operate residential
properties. The Partnership sold $25,714,000 of Assignee Units
in a public offering that concluded on October 18, 1985. The net
offering proceeds were used to acquire residential properties.
The objectives of the Partnership's acquisitions of residential
properties are to:
(1) preserve and protect the Partnership's capital;
(2) provide capital appreciation through increases in the value
of the residential properties and eventual cash
distributions to Investors from the sale or refinancing
of the residential properties. The Partnership intends
primarily to hold the residential properties for
appreciation in value. Depending upon financial conditions,
the Partnership will sell the residential properties after
a period of time;
(3) provide cash distributions from rental operations on a
current basis. Cash from Partnership operations will be
distributed to Investors in semiannual payments; and
(4) obtain income tax deductions to shelter all or a portion
of cash distributions to Investors during the early years
after the Partnership's funds have been fully invested.
To the extent that tax deductions in the early years exceed
funds available for distribution, such deductions may
shelter taxable income from other sources, subject to
limitations imposed by the Tax Reform Act of 1986.
The Partnership's residential property investments are subject
to competition from similar types of properties in the vicinities
in which they are located.
Item 2. Properties.
Information concerning the individual properties is discussed
in the 1996 Annual Report in the section entitled "Community
Descriptions," which section is incorporated herein by reference
(pages 16 through 17 hereof).
Item 3. 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.
<PAGE> 4
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART I (continued)
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Partnership Interests and
Related Partnership Matters.
(a) Market Information.
ORP is classified as a partnership and thus has no common
stock. As of December 31, 1996, the Partnership had issued
25,714 Assignee Units; however, since July 1995, it
reacquired a total of 1,057 Assignee Units at $332 per
Assignee Unit and has retired these Assignee Units as of
December 31, 1996. There is currently no established public
market in which the Assignee Units are traded, and it is
not anticipated that a public market will develop.
(b) Number of Security Holders.
As of December 31, 1996 there were 1,712 Assignee Unit
Holders.
(c) Dividend History and Restrictions.
Information regarding the frequency and amount of cash
distributions is included in the section entitled "Selected
Consolidated Financial Data" of the 1996 Annual Report,
which section is incorporated herein by reference (page 15
hereof). Information regarding management's future
expectations as to distributions is also included in the
Annual Report 1996 in the section entitled "Report of
Management," which section is incorporated herein by
reference (on pages 18 through 26 hereof).
Item 6. Selected Financial Data.
Reference is made to the section of the Annual Report 1996
entitled "Selected Consolidated Financial Data," which section is
incorporated herein by reference (page 15 hereof).
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
<PAGE> 5
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART II (continued)
For a detailed discussion of the Partnership's financial
condition and results of operations for the years ended December
31, 1996, 1995, and 1994, see information set forth in the
section entitled "Report of Management" of the Partnership's 1996
Annual Report, which section is incorporated herein by reference
(pages 18 through 26 hereof).
Item 8. Financial Statements and Supplementary Data.
Reference is made to the Annual Report 1996 for the
consolidated financial statements of the Partnership, which
consolidated financial statements are incorporated herein by
reference (pages 28 through 31 hereof). See Item 14 of this
report for information concerning financial statements and
schedules filed with this report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a), (b), (c) and (e).
The Partnership has no directors or officers. The Managing
General Partner of the Partnership, as designated in the
Partnership Agreement, is Oxford Residential Properties I
Corporation. The director and executive officers of the
Managing General Partner are as follows:
- -----------------------------------------------------------------
Name Age Position and Business Experience
- -----------------------------------------------------------------
Leo E. Zickler 60 Chairman of the Board of Directors and
Chief Executive Officer since inception.
Since March 1982 he has been Chairman of
the Board of Directors, and Chief
Executive Officer of Oxford Development
Corporation ("Oxford"), an affiliate of
the Partnership and a national real
estate firm which owns and operates
apartment and senior living communities.
Mr. Zickler served as President of
Oxford until February 28, 1994. Mr.
Zickler continues to serve as a director
and officer of Oxford and certain
affiliated entities.
<PAGE> 6
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART III (continued)
- -----------------------------------------------------------------
Name Age Position and Business Experience
- -----------------------------------------------------------------
Francis P. Lavin 45 President since March 1, 1994. From
October 1989 through January 1994, he
was a Director and President of ML
Oxford Finance Corporation, an affiliate
of Merrill Lynch & Company, Inc. From
1979 to October 1989, Mr. Lavin held
various positions at subsidiaries of
Merrill Lynch & Company including
Director of Merrill Lynch Capital
Markets and Vice President of Merrill
Lynch, Hubbard Inc. Since March 1,
1994, Mr. Lavin has served as President
of Oxford, as well as a director and
officer of certain affiliated entities.
Richard R. Singleton 49 Senior Vice President since inception
and Chief Financial Officer since 1995.
Previously, he was Vice President of
Oxford Mortgage & Investment Corporation
since 1979 and was promoted to Senior
Vice President in 1983, and he was Chief
Operating Officer of ORP's Managing
General Partner since 1990 and was
promoted to Chief Financial Officer in
1995. Formerly, he held the position of
Tax Manager with Arthur Andersen &
Company. Mr. Singleton also serves as
an officer of Oxford and affiliated
entities.
The director and executive officers of the Managing General
Partner will serve in their respective positions until successors
are chosen.
(d) Family Relationships. None.
(f) Involvement in Certain Legal Proceedings. None.
(g) Promoter and Controlling Persons. Not applicable.
Item 11. Executive Compensation.
(a), (b), (c) and (d)
Neither the director nor the executive officers of the
Managing General Partner receives direct compensation for
services rendered to the Partnership.
<PAGE> 7
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART III (continued)
(e) Termination of Employment and Change of Control
Arrangements. None.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security Ownership of Certain Beneficial Owners.
ORP Acquisition Partners Limited Partnership, located at
7200 Wisconsin Avenue, Suite 1100, Bethesda, MD 20814, owns
4,997 Assignee Units, representing approximately 19.4% of
the Assignee Units outstanding as of December 31, 1996.
No other person or group is known by the Partnership to own
beneficially more than 5% of the outstanding limited
partnership interests and Assignee Units.
(b) Security Ownership of Management.
The officers and director of the General Partners of the
Partnership do not directly own any Assignee Units. An
affiliate of the General Partner is the Assignor Limited
Partner of the Partnership. The Assignor Limited Partner has
assigned the ownership of its limited partnership units
(including rights to a percentage of the income, gain,
losses, deductions, and distributions of the Partnership) to
the Assignee Unit Holders.
(c) Changes in Control.
The Partnership is not aware of any arrangement which may at
a subsequent date result in a change in control of the
Partnership. There is a provision in the Partnership
Agreement for removal of any General Partner which allows
for, under certain circumstances, the ability to change
control.
Item 13. Certain Relationships and Related Transactions.
(a) Transactions with Management and Others.
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.
<PAGE> 8
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART III (continued)
<TABLE>
<CAPTION>
------------------------------------------------------------
(in thousands)
December 31, 1996 1995 1994
------------------------------------------------------------
<S> <C> <C> <C>
Expense reimbursement $ 56 $ 65 $ 58
Property management fees 356 342 329
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$412 $407 $387
============================================================
</TABLE>
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 years ended December 31, 1996, 1995 and
1994 were $56,000, $65,000 and $58,000, respectively, for
administrative and accounting related costs.
Under the Property Management Agreements with NHP, Inc. and
certain of its affiliates ("NHP"), the management fee is
equal to 5% of gross collections for all properties;
however, 40% of this fee is subordinated until certain
distribution preference levels to the Limited Partners or
Assignee Unit Holders are achieved. Property management fees
of $143,000, $137,000 and $131,000 for the years ended
December 31, 1996, 1995 and 1994, 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.
(b) Certain Business Relationships.
The Partnership response to Item 13(a) is incorporated
herein by reference. In addition, the Partnership has no
business relationship with entities of which the officers or
director of the Managing General Partner of the Partnership
are officers, directors or equity owners other than as set
forth in the Partnership's response to Item 13(a).
(c) Indebtedness of Management. None
(d) Transactions with Promoters. None
<PAGE> 9
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) List of documents filed as part of this Report:
1. Financial Statements.
The following financial statements are contained in the
Partnership's Annual Report 1996 and are incorporated
herein by reference into Part II, Item 8:
Page Numbers
Description Herein
----------- ------------
Report of Independent Accountants. 27
Consolidated Balance Sheets as of December 31,
1996 and 1995. 28
Consolidated Statements of Operations for the
years ended December 31, 1996, 1995 and 1994. 29
Consolidated Statement of Partners' Capital
for the years ended December 31, 1996, 1995
and 1994. 30
Consolidated Statements of Cash Flows for the
years ended December 31, 1996, 1995 and 1994. 31
Notes to Consolidated Financial Statements. 31-42
2. Financial Statement Schedules.
All financial statement schedules have been omitted
since they are not applicable, not required, or because
the required information is included elsewhere in the
financial statements or notes thereto.
3. Exhibits (listed according to the number assigned in the
table in Item 601 of Regulations S-K).
Exhibit No. 4 - Items defining the rights of security
holders including indentures.
a. Amended and Restated Agreement and Certificate of
Limited Partnership (Incorporated by reference from
Exhibit A of the Prospectus of the Partnership, dated
May 24, 1985).
Exhibit No. 10 - Material contracts.
a. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering Fairlane East.
b. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering The Landings.
<PAGE> 10
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART IV (continued)
c. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering Raven Hill.
d. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering Shadow Oaks.
Exhibit No. 13 - Annual report to security holders, etc.
a. Annual Report for the year ended December 31, 1996
("filed" only to the extent material therefrom is
specifically incorporated by reference).
Exhibit No. 25 - Power of Attorney.
a. Leo E. Zickler Power of Attorney (Incorporated by
reference from Exhibits to Post-effective Amendment
No. 1 to Form S-11 Registration Statement, dated March
28, 1985).
Exhibit No. 28 - Additional Exhibits. None.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the registrant during
the year ended December 31, 1996.
(c) The list of Exhibits required by Item 601 of Regulation S-K
is included in Item 14(a)(3) above.
(d) Financial Statement Schedules.
See Item 14(a)(2) above.
<PAGE> 11
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
CROSS REFERENCE SHEET
The item numbers and captions in Parts I, II, III, and IV
hereof and the page and/or pages in the referenced materials
where the corresponding information appears are as follows:
Sequentially
Numbered
Item Reference Materials Page(s)
- -----------------------------------------------------------------
1. Business Annual Report 1996 pps 16-26
2. Properties Annual Report 1996 pps 16-17
5. Market for Registrant's Annual Report 1996 pps 15,19-26,
Partnership Interest and 37-39 and 41
Related Partnership
Matters
6. Selected Financial Data Annual Report 1996 pp 15
7. Management's Discussion Annual Report 1996 pps 19-26
and Analysis of Financial
Condition and Results of
Operations
8. Financial Statements and Annual Report 1996 pps 27-42
Supplementary Data
11. Executive Compensation Annual Report 1996 pp 41
13. Certain Relationships Annual Report 1996 pp 41
and Related Transactions
14. Exhibits, Financial Annual Report 1996 pps 15-47
Statement Schedules, and
Reports on Form 8-K
<PAGE> 12
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
EXHIBIT INDEX
(Listed according to the number assigned in the Exhibit Table in
Item 601 of Regulation S-K.)
(13) Annual Report 1996 to Security Holders.
Oxford Residential Properties I Limited Partnership's
Report dated December 31, 1996, follows on sequentially numbered
pages 13 through 47 of this report.
(27) Financial Data Schedule.
<PAGE> 13
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
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: 3/20/97 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: 3/20/97 By: /s/ Leo E. Zickler
------- ---------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 3/20/97 By: /s/ Francis P. Lavin
------- ---------------------------------------------
Francis P. Lavin
President
No proxy material has been sent to the Registrant's security
holders. The Partnership's Annual Report 1996 is expected to be
mailed to Assignee Unit Holders before April 30, 1997.
<PAGE> 14
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Annual Report 1996
CONTENTS
Selected Consolidated Financial Data
Community Descriptions
Average Occupancy
Summary of Project Data
Report of Management
Report of Independent Accountants
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Partners' Capital
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Distribution Information
General Partnership Information
Instructions for Investors who wish to reregister or
transfer ORP Assignee Units
<PAGE> 15
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Selected Consolidated Financial Data (in thousands, except Net Income (Loss) per Assignee Unit and Weighted
average number of Assignee Units Outstanding)
- --------------------------------------------------------------------------------------------------------------
For the Years Ended December 31,
- --------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 1996 1995 1994 1993 1992
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<S> <C> <C> <C> <C> <C>
Total Assets $27,860 $28,484 $29,215 $27,872 $27,929
Investment Properties $24,670 $25,063 $25,559 $25,837 $26,042
Mortgage Notes Payable $21,501 $21,828 $22,129 $19,049 $19,127
Total Revenues from Apartment Operations $ 7,187 $ 6,895 $ 6,619 $ 6,426 $ 6,061
Net Operating Income $ 3,623 $ 3,463 $ 3,249 $ 3,244 $ 2,790
Net Income (Loss) $ 194 $ (184) $ (62) $ (286) $ (564)
Net Income (Loss) Allocated to Assignee
Unit Holders $ 190 $ (180) $ (61) $ (280) $ (552)
Net Income (Loss) per Assignee Unit $ 7.63 $ (7.07) $ (2.37) $(10.90) $(21.48)
Net Income (Loss) (tax basis ) per
Assignee Unit $(12.29)<F1> $(26.65)<F3> $(25.50)<F5> $(38.29)<F7> $(51.74)<F9>
Cash Distributions per Assignee Unit $ 15.00<F2> 12.50<F4> 10.00<F6> 10.00<F8> 0.00<F10>
Assignee Units Outstanding 24,657 25,186 25,714 25,714 25,714
Weighted Average of Assignee Units
Outstanding 24,940 25,515 25,714 25,714 25,714
Number of Assignee Unit Holders 1,712<F11> 1,642<F11> 2,163 2,172 2,191
Number of Investment Properties Owned 4 4 4 4 4
_________________________________________________________________________
<FN>
<F1> Net income (loss) (tax basis) per Assignee Unit includes $17.05 per Assignee Unit, and $4.76 in
portfolio income.
<F2> Includes semiannual distributions of $7.50 per Assignee Unit paid in August 1996 and $7.50 per Assignee
Unit paid in February 1997.
<F3> Net loss (tax basis) per Assignee Unit includes $31.58 per Assignee Unit, and $4.93 in portfolio income.
<F4> Includes semiannual distributions of $5.00 per Assignee Unit paid in August 1995 and $7.50 per Assignee
Unit paid in February 1996.
<F5> Net loss (tax basis) per Assignee Unit includes $36.10 per Assignee Unit pre-act passive loss, $6.39 in
cancellation of indebtedness income, and $4.21 in portfolio income.
<F6> Includes semiannual distributions of $5.00 per Assignee Unit paid in August 1994 and February 1995.
<F7> Net loss (tax basis) per Assignee Unit includes $39.21 per Assignee Unit pre-act passive loss and $.92
in portfolio income.
<F8> Includes distribution of $10 per Assignee Unit paid in March 1994.
<F9> Net loss (tax basis) per Assignee Unit includes $53.70 per Assignee Unit pre-act passive loss and $1.96
in portfolio income.
<F10> The Managing General Partner declared no distributions payable in either August 1992 or February 1993.
<F11> ORP Acquisition Partners Limited Partnership, located at 7200 Wisconsin Avenue, Suite 1100, Bethesda,
MD 20814, acquired 4,997 Assignee Units, representing approximately 19.4% of the Assignee Units
outstanding at December 31, 1996. Also, since July 1995, ORP has purchased, in the aggregate, 1,057
Assignee Units at a price of $332 per Assignee Unit.
</FN>
</TABLE>
<PAGE> 16
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Community Descriptions
- ----------------------------------------------------------------
The following paragraphs contain descriptions of each of the
four properties comprising the Partnership's portfolio. Unless
otherwise indicated, information provided herein is as of
December 31, 1996.
Fairlane East, Dearborn, Michigan
Fairlane East is a 244-unit conventional property, located in
Dearborn, Michigan. Fairlane East was built in 1973 and consists
of 26 buildings. The buildings are wood framed constructed with
brick and wood trim. The property is located on Rotunda Road.
To the north is single-family residential, to the east is
industrial, to the south is the Ford Land Development
Maintenance Center, and to the west is a retirement center and
the Ford World Headquarters. Fairlane East is convenient to
shopping, restaurants, churches, and public transportation.
Amenities include a washer and dryer in each unit, a swimming
pool and a clubhouse. Average occupancy was 98% in 1996 and 99%
in 1995.
Property improvements completed for the year ended December
31, 1996 primarily include fence and deck replacements, carpet,
vinyl floor and appliance replacements, HVAC repairs and
replacements, structural repairs, roof replacements, asphalt
repairs, sidewalks and curb replacements, interior and exterior
painting, cabinet and counter replacements, and landscaping
improvements.
The Landings, Indianapolis, Indiana
The Landings is a 150-unit property located in northeastern
Indianapolis, Indiana. The property is approximately 15 minutes
from the downtown business district. The Landings is located at
78th Street and Keystone Avenue between the popular areas of
Keystone at the Crossing and Broad Ripple, and is convenient to
shopping, entertainment, parks, major thoroughfares, and public
transportation. The property was built in 1974 and consists of
nine wood frame constructed buildings with brick and aluminum
siding and wood trim. The property is located on 27.3 acres
along the White River and surrounds a lake that opens to the
White River. Amenities include a clubhouse with party and
billiard room, boat launch ramp to the river, boat storage, a
sand volleyball court, two lighted tennis courts, a basketball
court area, and a swimming pool. Average occupancy was 94% in
1996 and 1995.
Project improvements completed for the year ended December 31,
1996 primarily include carpet, vinyl floor and appliance
replacements, balcony replacements, landscaping, asphalt
repairs, HVAC repairs and replacements, structural repairs, and
exterior and interior painting.
<PAGE> 17
- ----------------------------------------------------------------
Community Descriptions
- ----------------------------------------------------------------
Raven Hill, Burnsville, Minnesota
Raven Hill is a 304-unit apartment community located in
Burnsville, Minnesota, a suburb south of Minneapolis. It is
convenient to the Minneapolis central business district, as well
as the suburban employment centers of the Twin Cities of
Minneapolis and St. Paul. The property was built in 1971 and is
one of the older communities in its submarket. Amenities include
two guest suites, indoor and outdoor swimming pools, a spa,
tennis courts, an indoor racquetball court, and two
entertainment centers. Average occupancy was 93% in 1996 and 95%
in 1995.
Property improvements completed for the year ended December
31, 1996 primarily include roof replacements, window and siding
replacement, refurbishment of indoor pool/spa areas, exercise
equipment, resurfacing of racquetball courts, parking lot
repairs, carpet and vinyl replacements, appliance painting and
replacements, interior painting, door replacements, boiler
repairs, structural repairs, plumbing repairs, landscaping
improvements, air conditioner replacements, ventilator fans, and
elevator improvements.
Shadow Oaks, Tampa, Florida
Shadow Oaks is a 200-unit apartment community built in 1984
and is located in a neighborhood consisting of middle- and
upper-middle-class single-family homes close to various
commercial centers. Shadow Oaks is located in northeast Tampa,
between the University of South Florida and Carrollwood areas.
Amenities include playground, pool, whirlpool, tennis court,
picnic area, volleyball court, and laundry facilities. There has
been significant building of apartments in Tampa and the
surrounding area and, as a result, Shadow Oaks competes for
residents with a considerable number of newer apartment
developments located in nearby neighborhoods. Average occupancy
was 92% in 1996 and 1995.
Property improvements completed for the year ended December 31,
1996 primarily include carpet, vinyl floor and appliance
replacements, roof repairs, exterior structural repairs,
interior painting, furniture, construction of retention bank,
HVAC repairs and replacement, lighting supplies, pool
improvements, and landscaping improvements.
<PAGE> 18
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Average Occupancy
- ------------------------------------------------------------------------------------------------------------------------
The average occupancy for each of the four investment properties is shown in the following chart:
Average For the Quarter Ended Average
Property/ Acquisition Occupancy _______________________________________________ Occupancy
Location Date 1995 3/31/96 6/30/96 9/30/96 12/31/96 1996
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 99% 97% 98% 97% 98% 98%
Dearborn, Michigan
The Landings 10/31/84 94% 91% 96% 96% 92% 94%
Indianapolis, Indiana
Raven Hill 12/24/86 95% 92% 95% 92% 92% 93%
Burnsville, Minnesota
Shadow Oaks 2/07/85 92% 93% 92% 93% 90% 92%
Tampa, Florida
- ------------------------------------------------------------------------------------------------------------------------
Summary of Project Data (in thousands)
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1996 Operating Results (in thousands)
___________________________________________________________________
Average Rent Collected<F1> NOI
----------------------- Before Property NOI
Property/ No. of December December Apartment 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 $933 $889 $2,651 $1,061 $1,590 $ 343 $1,247
Dearborn, Michigan
The Landings 150 $589 $560 1,035 534 501 133 368
Indianapolis, Indiana
Raven Hill 304 $688 $664 2,432 1,387 1,045 482 563
Burnsville, Minnesota
Shadow Oaks 200 $449 $415 1,069 582 487 88 399
Tampa, Florida
- ------------------------------------------------------------------------------------------------------------------------
Total 898 $7,187 $3,564 $3,623 $1,046 $2,577
========================================================================================================================
<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, incurred totaling $740,000 during 1996.
</FN>
</TABLE>
<PAGE> 19
- -----------------------------------------------------------------
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 December
31, 1996, and its consolidated results of operations and cash
flows for the three years ended December 31, 1996, 1995 and 1994.
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 Annual 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 July 1995, ORP has purchased, in the
aggregate, 1,057 Assignee Units.
Liquidity and Capital Resources
Current Position. At December 31, 1996, ORP held $1,560,000 in
cash and cash equivalents and the working capital reserve,
compared to $1,765,000 at December 31, 1995. The decrease of
$205,000 is primarily attributable to increases in property net
operating incomes offset by: (i) the distributions made on
February 29, 1996 and August 29, 1996 to Partners of record as of
December 31, 1995 and June 30, 1996 totaling $189,000 and
$187,000, respectively, (ii) the purchase of Assignee Units
during the year ended December 31, 1996 totaling $156,000, and
(iii) the payment of administrative costs for the year ended
December 31, 1996 totaling $142,000.
Other Assets shown on the accompanying consolidated Balance
Sheet increased by $58,000 to $973,000 at December 31, 1996 from
$915,000 at December 31, 1995. The increase in Other Assets is
primarily a result of an increase in other receivables and
escrows. 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
<PAGE> 20
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Partnerships totaling $810,000. 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 $89,000 and $74,000, respectively, are
also included in Other Assets.
Unamortized deferred costs related to organization and
refinancing costs (discussed in prior reports) at December 31,
1996 were $522,000, 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, 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 $1,046,000 were made for the year ended December 31,
1996, compared to $857,000 for the same period in 1995. Of the
$1,046,000 of property improvements, $740,000 was capitalized for
financial statement purposes for the year ended December 31,
1996, compared to $602,000 of the $857,000 of property
improvements for the same period in 1995.
Other Sources. Since 1994, 40% of the property management fees
owed to NHP Management Company ("NHP") have been subordinated to
the receipt by the Assignee Unit Holders of certain returns. As
of December 31, 1996 and December 31, 1995, deferred property
management fees to NHP amounted to $411,000 and $268,000,
respectively, and are reflected as Due to Affiliates in the
financial statements.
<PAGE> 21
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Results of Operations
The net operating income, before debt service, refurbishment
expenses, and capitalized property improvements, reported by each
of the four investment properties for the year ended December 31,
1996, as compared to the years ended December 31, 1995 and 1994,
is as follows:
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
(in thousands)
Property 1996 1995 1994
- -----------------------------------------------------------------
<S> <C> <C> <C>
Fairlane East, Dearborn, Michigan $1,590 $1,560 $1,414
The Landings, Indianapolis, Indiana 501 462 520
Raven Hill, Burnsville, Minnesota 1,045 990 816
Shadow Oaks, Tampa, Florida 487 451 499
- -----------------------------------------------------------------
Total Net Operating Income $3,623 $3,463 $3,249
=================================================================
</TABLE>
In the aggregate, the net operating income, before debt
service, refurbishment expenses, and capitalized property
improvements, reported by the Partnership in 1996 increased by
4.6% compared to 1995. Set forth below is a discussion of the
properties which compares their respective operations for the
years ended December 31, 1996, 1995 and 1994.
1996 vs. 1995
Fairlane East
Fairlane East's net operating income for the year ended
December 31, 1996 increased by 1.9% from the same period in 1995
due to a 3.1% increase in revenues and a 4.8% increase in
apartment expenses. The increase in apartment expenses is
primarily attributable to an increase in maintenance, operating,
administrative, and marketing expenses. Average occupancy for
the year ended December 31, 1996 decreased to 98% from 99% in
1995. During 1996, the Partnership expended $343,000 on property
improvements, including $270,000 capitalized for accounting
purposes.
The Landings
The Landings' net operating income for the year ended December
31, 1996 increased by 8.4% from the same period in 1995 due to a
4.1% increase in revenues and less than 1% increase in apartment
expenses. The Indianapolis rental housing market remained strong
for most of 1996. The outlook of the local economy continues to
be generally favorable, although the rental market has began to
show some softness. Average occupancy in 1996 and 1995 was 94%.
During 1996, the Partnership expended $133,000 on property
improvements, including $87,000 capitalized for accounting
purposes.
<PAGE> 22
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Raven Hill
Raven Hill's net operating income for the year ended December
31, 1996 increased by 5.6% from the same period in 1995 due to a
5% increase in revenues and a 4.6% increase in apartment
expenses. The increase in apartment expenses is primarily
attributable to an increase in maintenance and operating expenses
and property taxes, offset by a decrease in administrative
expenses. Average occupancy for the year ended December 31, 1996
decreased to 93% from 95% in 1995. The Partnership expended
$482,000 for property improvements during 1996, including
$338,000 capitalized for accounting purposes.
Shadow Oaks
Shadow Oaks' net operating income for the year ended December
31, 1996 increased by 8% from the same period in 1995 due to a
5.5% increase in revenues and a 3.6% increase in apartment
expenses. The increase in apartment expenses is primarily
attributable to an increase in maintenance and operating
expenses, offset by a decrease in administrative expenses and
property taxes. The oversupply of housing in the area's
submarket continues to impact the Shadow Oaks community. Average
occupancy in 1996 and 1995 was 92%. During 1996, the Partnership
expended $88,000 on property improvements, including $45,000
capitalized for accounting purposes.
1995 vs. 1994
Fairlane East
Fairlane East's net operating income for the year ended
December 31, 1995 increased by 10.3% from the same period in 1994
due to a 3.6% increase in revenues and a 5.2% decrease in
apartment expenses. The increase in revenues was attributed to a
stronger economy in the Dearborn, Michigan area due to commercial
development. The decrease in apartment expenses was primarily
attributable to a decrease in maintenance, administrative and
marketing expenses and property taxes. Average occupancy for the
year ended December 31, 1995 increased to 99% from 96% in 1994.
The competitive services and rental rates, along with impressive
curb appeal, were contributing factors to the improvement in
occupancy. During 1995, the Partnership expended $422,000 on
property improvements, including $348,000 capitalized for
accounting purposes.
The Landings
The Landings' net operating income for the year ended December
31, 1995 decreased by 11% from the same period in 1994 due to a
1.2% increase in revenues and a 14.9% increase in apartment
<PAGE> 23
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
expenses. The increase in apartment expenses was primarily
attributable to an increase in property taxes and maintenance and
operating expenses. The property taxes in 1994 included a refund
for approximately $13,000 due to a successful appeal of the prior
year's taxes. Average occupancy for the year ended December 31,
1995 decreased to 94% from 96% in 1994. During 1995, the
Partnership expended $111,000 on property improvements, including
$73,000 capitalized for accounting purposes.
Raven Hill
Raven Hill's net operating income for the year ended December
31, 1995 increased by 21.3% from the same period in 1994 due to
an 8.8% increase in revenues and a 1% increase in apartment
expenses. The slight increase in apartment expenses was
primarily attributable to an increase in maintenance expenses.
Average occupancy in 1995 and 1994 was 95%. The Partnership
expended $238,000 for property improvements during 1995,
including $126,000 capitalized for accounting purposes.
Shadow Oaks
Shadow Oaks' net operating income for the year ended December
31, 1995 decreased by 9.6% from the same period in 1994 due to a
1.3% decrease in revenues and a 6.5% increase in apartment
expenses. The increase in apartment expenses was attributable to
an increase in maintenance, operating and administrative
expenses. The oversupply of housing in the area's submarket
continued to impact the Shadow Oaks community. The average
occupancy in 1995 decreased by one percentage point to 92%,
compared to 93% in 1994. Management believed the decrease in
occupancy rates during 1995 was the result of increased home
buying in the Tampa area. During 1995, the Partnership expended
$86,000 on property improvements, including $55,000 capitalized
for accounting purposes.
1994 vs. 1993
Fairlane East
Fairlane East's net operating income for the year ended
December 31, 1994 decreased by 2.8% from the same period in 1993
due to a 3% increase in revenues and an 11.8% increase in
apartment expenses. The increase in revenues was attributed to a
stronger economy in the Dearborn, Michigan area due to new
commercial development. In the Detroit metropolitan area,
population growth and unemployment rates improved during 1994.
The increase in apartment expenses was attributable to an
increase in property taxes and maintenance expenses. The
competitive services and rental rates, along with impressive curb
appeal, were contributing factors to the improvement in
occupancy. Average occupancy in 1994 increased to 96% from 95%
in 1993. During 1994, the Partnership expended $343,000 on
property improvements, including $283,000 capitalized for
<PAGE> 24
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
accounting purposes. Of the $343,000 in improvements, the
temporary Engineering/Capital Replacement Reserve Subaccount
established at the closing of the refinancing totaling $168,000
was used in full to pay for required property improvements made
in 1994. The remaining cost of property improvements totaling
$175,000 was paid from the operations of the property in 1994.
The Landings
The Landings' net operating income for the year ended December
31, 1994 increased by 17.4% from the same period in 1993 due to a
3.2% increase in revenues and a 9.1% decrease in apartment
expenses. The decrease in apartment expenses was primarily
attributable to a decrease in property taxes and maintenance and
operating expenses. Average occupancy in 1994 and 1993 was 96%.
The Indianapolis rental housing market remained strong in 1994,
as compared to the previous three years. Indianapolis experienced
solid population and employment growth during 1994. During 1994,
the Partnership expended $154,000 on property improvements,
including $105,000 capitalized for accounting purposes. Of the
$154,000 in improvements, the temporary Engineering/Capital
Replacement Reserve subaccount established at the closing of the
refinancing totaling $48,000, was used in full to pay for
required property improvements made in 1994. The remaining cost
of property improvements totaling $107,000, was paid from the
operations of the property in 1994.
Raven Hill
Raven Hill's net operating income for the year ended December
31, 1994 decreased by 7.7% from the same period in 1993 due to a
2.3% increase in revenues and a 9.7% increase in apartment
expenses. The increase in apartment expenses was primarily
attributable to an increase in property taxes and maintenance and
administrative expenses. Occupancy in 1994 increased to 95% from
92% in 1993. The Partnership expended $539,000 for property
improvements during 1994, including $350,000 that was capitalized
for accounting purposes. Of the $539,000 in improvements, the
temporary Engineering/Capital Replacement Reserve Subaccount
established at the closing of the refinancing totaling $198,000
was used in full to pay for required property improvements made
in 1994. The remaining cost of property improvements totaling
$340,000, was paid from the operations of the property in 1994.
Shadow Oaks
Shadow Oaks' net operating income for the year ended December
31, 1994 increased by 7.8% from the same period in 1993 due to a
4.3% increase in revenues and an 1.1% increase in apartment
expenses. The oversupply of housing in the area's submarket
continued to impact the Shadow Oaks community. The average
occupancy in 1994 decreased by 2 percentage points to 93%,
compared to 95% in 1993. Occupancy rates decreased from 96% for
<PAGE> 25
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
the quarter ended March 31, 1994 to 87% for the quarter ended
December 31, 1994. Management believed that the decrease in
occupancy rates during 1994 was the result of increased home
buying in the Tampa area. The Shadow Oaks property continued its
resident retention program in 1994 in an effort to remain
competitive in the market. During 1994, the Partnership expended
$70,000 on property improvements, including $37,000 that was
capitalized for accounting purposes. A temporary Engineering/
Capital Replacement Reserve Subaccount was established at closing
for all properties except Shadow Oaks to pay for necessary
capital improvements identified during the lender's due diligence
review of the property.
Consolidated Statements of Operations-Other Income and Deductions
Other income was $312,000, $228,000 and $219,000, respectively,
for the years ended December 31, 1996, 1995 and 1994. The
increase was primarily due to an increase in interest earned on
certain escrow accounts.
The terms of the mortgage loans require the borrowers to make
equal installment payments over the term of the loans. Each
payment consists of interest on the unpaid balance of the loans
and a reduction of loan principal. The interest paid on these
loans decreases each period, while the portion applied to the
loan principal increases each period. As a result, interest
expense was $1,786,000, $1,812,000 and $1,929,000, respectively,
and principal incurred was $330,000, $304,000 and $187,000,
respectively, for the years ended December 31, 1996, 1995 and
1994.
Depreciation expense for the years ended December 31, 1996,
1995 and 1994 was $1,133,000, $1,097,000 and $1,053,000,
respectively. Amortization expense for the years ended December
31, 1996 and 1995 was $98,000 and 1994 was $100,000.
Depreciation expense increased due to the addition of capitalized
property improvements during the years ended December 31, 1996,
1995 and 1994.
For the years ended December 31, 1996, 1995 and 1994, of the
total property improvements in the aggregate amount of
$1,046,000, $857,000 and $1,106,000, respectively, $306,000,
$255,000 and $332,000, respectively, were classified as
refurbishment expenses for financial statement purposes. The
remaining balances of $740,000, $602,000 and $775,000,
respectively, were capitalized for financial statement purposes.
Interest income for the years ended December 31, 1996, 1995 and
1994 was $78,000, $101,000 and $84,000, respectively. The
decrease was primarily due to a decrease in cash and cash
equivalents during 1996, as compared to 1995.
<PAGE> 26
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
ORP's administrative expenses for the years ended December 31,
1996, 1995 and 1994 were $184,000, $209,000 and $150,000,
respectively.
In the aggregate, the net income, after debt service,
refurbishment expenses, and other deductions, reported by ORP for
the year ended December 31, 1996 increased by $378,000, or
205.4%, from a $184,000 loss at December 31, 1995, to a $194,000
profit at December 31, 1996. The increase is primarily attributed
to a reduction of $277,000 in fees and expenses incurred in 1995
in connection with securities filings and related communications
with its partners required by ORP in response to certain tender
offers and in defense and settlement of a lawsuit initiated by a
partner (discussed in prior reports).
<PAGE> 27
- -----------------------------------------------------------------
Report of Independent Accountants
- -----------------------------------------------------------------
To the Partners and Assignee Unit Holders of Oxford Residential
Properties I Limited Partnership:
We have audited the accompanying consolidated balance sheets of
Oxford Residential Properties I Limited Partnership and
Subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of operations, partners' capital and cash
flows for each of the three years in the period ended December
31, 1996. These financial statements are the responsibility of
the Partnership's Managing General Partner. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Oxford Residential Properties I Limited
Partnership and Subsidiaries as of December 31, 1996 and 1995,
and the consolidated results of its operations and its cash flows
for each of the three years in the period ended December 31,
1996, in conformity with generally accepted accounting
principles.
/s/ Coopers & Lybrand L.L.P.
----------------------------
Coopers & Lybrand L.L.P.
Washington, D.C.
February 4, 1997
<PAGE> 28
Oxford Residential Properties I Limited Partnership and Subsidiaries
<TABLE>
- --------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
- --------------------------------------------------------------------
<CAPTION>
December 31, 1996 1995
- --------------------------------------------------------------------
<S> <C> <C>
Assets
Investment properties, at cost
Land $ 3,681 $ 3,681
Buildings and improvements, net of
accumulated depreciation of $13,656
and $12,523, respectively 20,989 21,382
- --------------------------------------------------------------------
Total Investment Properties 24,670 25,063
- --------------------------------------------------------------------
Cash and cash equivalents 1,106 931
Working capital reserve 454 834
Tenant security deposits 135 121
Deferred costs, net of amortization of
$2,395 and $2,297, respectively 522 620
Other assets 973 915
- --------------------------------------------------------------------
3,190 3,421
- --------------------------------------------------------------------
Total Assets $27,860 $28,484
====================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $21,501 $21,828
Accounts payable and accrued expenses 472 568
Distributions payable 185 189
Due to affiliates 411 268
Tenant security deposits 135 121
- --------------------------------------------------------------------
Total Liabilities 22,704 22,974
- --------------------------------------------------------------------
Commitments and contingencies (Notes 9 and 10)
Partners' Capital
General Partners (1,040) (1,044)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714 Assignee
Units issued and 24,657 outstanding
for 1996; 25,714 Assignee Units issued
and 25,186 outstanding for 1995) 6,195 6,553
- --------------------------------------------------------------------
Total Partners' Capital 5,156 5,510
- --------------------------------------------------------------------
Total Liabilities and Partners' Capital $27,860 $28,484
====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 29
Oxford Residential Properties I Limited Partnership and Subsidiaries
<TABLE>
- --------------------------------------------------------------------
Consolidated Statements of Operations (in thousands, except Net
Income (Loss) per Assignee Unit and Weighted average number of
Assignee Units Outstanding)
- --------------------------------------------------------------------
<CAPTION>
For the Years Ended December 31, 1996 1995 1994
- --------------------------------------------------------------------
<S> <C> <C> <C>
Apartment Revenues
Rental income $ 6,875 $ 6,667 $ 6,400
Other income 312 228 219
- --------------------------------------------------------------------
Total Apartment Revenues 7,187 6,895 6,619
- --------------------------------------------------------------------
Apartment Expenses
Maintenance 1,183 1,122 1,081
Operating 633 583 540
Administrative 433 467 452
Property management fees 356 342 329
Property taxes 851 815 857
Marketing 108 103 111
- --------------------------------------------------------------------
Total Apartment Expenses 3,564 3,432 3,370
- --------------------------------------------------------------------
Net Operating Income 3,623 3,463 3,249
- --------------------------------------------------------------------
Other Deductions
Interest expense 1,786 1,812 1,929
Depreciation and amortization 1,231 1,195 1,153
Refurbishment expenses 306 255 332
Interest income (78) (101) (84)
Partnership administrative expenses 184 209 150
Litigation and tender compliance 0 277 0
- --------------------------------------------------------------------
Total Other Deductions 3,429 3,647 3,480
- --------------------------------------------------------------------
Income (Loss) Before Extraordinary Item $ 194 $ (184) $ (231)
====================================================================
Extraordinary Gain from Debt Forgiveness $ 0 $ 0 $ 169
- --------------------------------------------------------------------
Net Income (Loss) $ 194 $ (184) $ (62)
====================================================================
Net Income (Loss) Allocated to Assignee
Unit Holders $ 190 $ (180) $ (61)
====================================================================
Income (Loss) Before Extraordinary Item
per Assignee Unit $ 7.63 $ (7.07) $ (8.82)
====================================================================
Net Income (Loss) per Assignee Unit $ 7.63 $ (7.07) $ (2.37)
====================================================================
Weighted Average Number of Assignee
Units Outstanding 24,940 25,515 25,714
====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 30
Oxford Residential Properties I Limited Partnership and Subsidiaries
<TABLE>
- --------------------------------------------------------------------
Consolidated Statement of Partners' Capital (in thousands)
- --------------------------------------------------------------------
<CAPTION>
Limited Partners'
Interests
------------------
Assignee Assignor
For the Years Ended December 31, Unit Limited General
1996, 1995 and 1994 Holders Partner Partners Total
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, January 1, 1994 $7,547 $1 $(1,039) $6,509
- --------------------------------------------------------------------
Net loss (61) 0 (1) (62)
Distributions to Assignee Unit
Holders (257) 0 0 (257)
- --------------------------------------------------------------------
Balance, December 31, 1994 7,229 1 (1,040) 6,190
- --------------------------------------------------------------------
Net loss (180) 0 (4) (184)
Distributions to Assignee Unit
Holders (318) 0 0 (318)
Purchase of Units (178) 0 0 (178)
- --------------------------------------------------------------------
Balance, December 31, 1995 6,553 1 (1,044) 5,510
- --------------------------------------------------------------------
Net income 190 0 4 194
Distributions to Assignee Unit
Holders (372) 0 0 (372)
Purchase of Units (176) 0 0 (176)
- --------------------------------------------------------------------
Balance, December 31, 1996 $6,195 $1 $(1,040) $5,156
====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 31
Oxford Residential Properties I Limited Partnership and Subsidiaries
<TABLE>
- --------------------------------------------------------------------
Consolidated Statements of Cash Flows (in thousands)
- --------------------------------------------------------------------
<CAPTION>
For the Years Ended December 31, 1996 1995 1994
- --------------------------------------------------------------------
<S> <C> <C> <C>
Operating activities
Net income (loss) $ 194 $ (184) $ (62)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 1,231 1,195 1,153
Gain from Debt Forgiveness 0 0 (169)
Changes in assets and liabilities:
Tenant security deposits liability 14 29 41
Tenant security deposits (14) (29) (41)
Other assets (58) (168) (262)
Accounts payable and accrued expenses (96) 23 (14)
Due to affiliates 143 137 131
- --------------------------------------------------------------------
Net cash provided by operating activities 1,414 1,003 777
- --------------------------------------------------------------------
Investing activities
Working capital reserve 380 (42) (298)
Additions to investment properties (740) (603) (775)
Sale of land 0 2 0
- --------------------------------------------------------------------
Net cash used in investing activities (360) (643) (1,073)
- --------------------------------------------------------------------
Financing activities
Refinancing proceeds 0 0 22,362
Distributions paid (376) (257) (386)
Refinancing costs 0 0 (606)
Subordinated management fees paid 0 0 (902)
Mortgage principal paid (327) (301) (19,657)
Purchase of Assignee Units (176) (178) 0
- --------------------------------------------------------------------
Net cash (used in) provided by financing
activities (879) (736) 811
- --------------------------------------------------------------------
Net increase (decrease) in cash and cash
equivalents 175 (376) 515
Cash and cash equivalents,
beginning of year 931 1,307 792
- --------------------------------------------------------------------
Cash and cash equivalents, end of year $1,106 $ 931 $ 1,307
====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 32
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Note 1. Partnership Organization
Oxford Residential Properties I Limited Partnership ("ORP" or
the "Partnership") was formed under the Maryland Revised Uniform
Limited Partnership Act on January 19, 1984, to acquire, own and
operate residential properties. The Partnership began operations
in September 1984 and will continue until December 31, 2027,
unless terminated earlier under the provisions of the Partnership
Agreement.
The General Partners of the Partnership are Oxford Residential
Properties I Corporation and Oxford Fund I Limited Partnership.
Oxford Residential Properties I Corporation serves as the
Managing General Partner, and Oxford Fund I Limited Partnership
serves as Associate General Partner. ORP I Assignor Corporation,
the Assignor Limited Partner, has assigned the ownership of its
limited partnership interests (including ORP I Assignor
Corporation's rights to a percentage of the income, gains,
losses, deductions, and distributions of the Partnership) to the
purchasers of Assignee Units on the basis of one unit of limited
partnership interest for one Assignee Unit. The General Partners
and the Assignor Limited Partner are affiliated through common
ownership. The Partnership's net profit or loss is allocated to
the Assignee Unit Holders and partners in accordance with the
Partnership Agreement.
The Partnership sold $25,714,000 in Assignee Unit interests in
a public offering that concluded in October 1985. There is
currently no established public market in which the Assignee
Units are traded. On June 20, 1995, ORP advised 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 July 1995, ORP has
purchased, in the aggregate, 1,057 Assignee Units.
Effective January 12, 1994, the Partnership completed the
refinancing of all debt collateralized by three of its
properties, as well as the placement of a new loan collateralized
by the fourth property. To use this financing program, the
Partnership was required to modify its ownership structure in
certain respects. Accordingly, the Partnership transferred its
ownership interests in the properties to four new entities: (i)
ORP One L.L.C. (Fairlane East), (ii) ORP Two L.L.C. (The
Landings), (iii) ORP Three L.L.C. (Raven Hill), and (iv) ORP Four
Limited Partnership (Shadow Oaks). In the case of Shadow Oaks, a
limited partnership was used because, under applicable Florida
law, limited liability companies are taxed as corporations rather
than partnerships. The Partnership effectively holds all of the
ownership interests of each of these entities. The Partnership
holds a direct 99% interest in each new entity, and the remaining
<PAGE> 33
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
1% interest is held by one of four new corporations: (i) ORP
Corporation I; (ii) ORP Corporation II; (iii) ORP Corporation
III; and (iv) ORP Corporation IV. The Partnership owns all of
the stock of these new corporations.
Note 2. Significant Accounting Policies
Basis of presentation. The consolidated financial statements
include the accounts of the Partnership and its subsidiaries.
All significant intercompany balances and transactions have been
eliminated.
Method of accounting. The Partnership's consolidated financial
statements are prepared on the accrual basis, in accordance with
generally accepted accounting principles.
Investment Properties. Investment properties are carried at
cost, net of accumulated depreciation and allowance for
unrecoverable amounts pertaining to permanent declines in
property values.
Depreciation and amortization. For financial reporting
purposes, depreciation of buildings and improvements is
calculated based upon cost less the estimated salvage value on a
straight-line basis over the estimated useful life of the
property of 25 years. Personal property is depreciated on a
straight-line basis over five years. For income tax reporting
purposes, depreciation of buildings, improvements, and personal
property is calculated using the accelerated cost recovery
methods, as provided in Section 168 of the Internal Revenue Code.
Deferred costs. Deferred costs reflect financing fees which
are amortized on a straight-line basis over the life of the
respective loan agreements for both financial and income tax
reporting purposes.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
Income taxes. No provision has been made for federal, state,
or local income taxes in the financial statements of the
Partnership, since the partners and the Assignee Unit Holders are
required to report on their individual tax returns their
allocable share of income, gains, losses, deductions, and credits
of the Partnership. The Partnership's tax return is prepared on
the accrual basis.
<PAGE> 34
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Net loss and distributions per Assignee Unit. Net loss and
distributions per Assignee Unit are based on the weighted average
number of units outstanding during the year.
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.
Statements of cash flows. Since the consolidated statements
of cash flows are intended to reflect only cash receipts and cash
payment activity, the statements do not reflect investing and
financing activity that affect recognized assets or liabilities
that do not result in cash receipts or cash payments. This
noncash activity consists of distributions payable of $185,000,
$189,000 and $129,000 at December 31, 1996, 1995 and 1994,
respectively.
Interest on mortgage loans paid in 1996, 1995 and 1994 was
$1,789,000, $1,814,000 and $1,763,000, respectively.
Cash and cash equivalents. Cash and cash equivalents consist
of all demand deposits and government money market funds stated
at cost, which approximates market value, with original
maturities of three months or less.
Note 3. Working Capital Reserve
Working Capital Reserve. The Partnership established an
initial working capital reserve in the amount of $1,286,000 in
1985 from net offering proceeds received in excess of investment
properties acquired. Funds in the reserve, which are invested in
United States Treasury Bills, are stated at cost, which
approximates market value. The Partnership Agreement permits
additions to the reserve of such amounts derived from the
operations of residential properties as deemed advisable by the
Managing General Partner. All funds held in the working capital
reserve will be available to fund renovations and repairs,
operating deficits, and other contingencies of the residential
properties. Funds held in the working capital reserve also can
be used to supplement distributions to the Assignee Unit Holders.
The balance at December 31, 1996 was $454,000.
<PAGE> 35
- ----------------------------------------------------------------
Notes to Consolidated Financial Statements
- ----------------------------------------------------------------
Note 4. Investment Properties
Information regarding the four investment properties is listed
below.
- ----------------------------------------------------------------
<TABLE>
Schedule of Carrying Values (in thousands)
- ----------------------------------------------------------------
<CAPTION>
Date of Purchase Carrying No. of
Property Acquisition Price Values<F1> Units
- ----------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairlane East
Dearborn, Michigan 12/23/85 $12,100 $ 9,397 244
The Landings
Indianapolis, Indiana 10/31/84 4,050 3,130 150
Raven Hill
Burnsville, Minnesota 12/24/86 12,159 7,108 304
Shadow Oaks
Tampa, Florida 2/07/85 7,138 5,035 200
-------------------------------
$35,447 $24,670 898
===============================
- ----------------------------------------------------------------
Reconciliation of Real Estate (in thousands)
- ----------------------------------------------------------------
<CAPTION>
For the Years Ended December 31, 1996 1995 1994
- ----------------------------------------------------------------
<S> <C> <C> <C>
Balance, beginning of period $37,586 $36,985 $36,210
Sale of Land 0 (2) 0
Capitalized Improvements 740 603 775
----------------------------
Balance, end of period $38,326 $37,586 $36,985
============================
- ----------------------------------------------------------------
Reconciliation of Accumulated Depreciation (in thousands)
- ----------------------------------------------------------------
<CAPTION>
For the Years Ended December 31, 1996 1995 1994
- ----------------------------------------------------------------
<S> <C> <C> <C>
Balance, beginning of period $12,523 $11,426 $10,373
Depreciation expense for period 1,133 1,097 1,053
----------------------------
Balance, end of period $13,656 $12,523 $11,426
============================
- ----------------------------------------------------------------
<FN>
<F1> All of the properties were appraised by Blake & Associates
in September 1993 in connection with the portfolio
refinancing. The aggregate appraised value of the
properties was $30,000,000. The carrying value represents
land and building, including capitalized improvements to
date, less accumulated depreciation to date.
</FN>
</TABLE>
<PAGE> 36
<TABLE>
- ----------------------------------------------------------------------------------------------------------------------------------
Notes to Consolidated Financial Statements
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Note 4. Investment Properties (continued)
For the Year Ended December 31, 1996 (in thousands)
Cost Life upon
Capitalized which
Initial Cost Subsequent Gross Amount Carried at Depreciation
to Partnership to Acquisition Close of Period<F1> in
----------------- -------------- ------------------------ Latest Income
Statement
Improvements is
Buildings & & Buildings & Accumulated Date of Date Computed
Description Encumbrances Land Improvements Adjustments<F2> Land Improvements Total<F3> Depreciation Const. Acquired (Years)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> < c> <C> <C> <C> <C> <C>
Fairlane East Apts. $ 9,879 $1,251 $11,159 $ 1,941 $1,251 $13,100 $14,351 $ 4,955 1972 12/23/85 5-25
Dearborn, Michigan
(244 units - garden
apartments)
Landings 3,257 552 3,594 780 562 4,364 4,926 1,796 1974 10/31/84 5-25
Indianapolis, Indiana
(150 units - garden
apartments)
Raven Hill Apts. 4,976 909 11,603 (1,338)<F4> 909 10,267 11,176 4,067 1974 12/24/86 5-25
Burnsville, Minnesota
(304 units - garden
apartments)
Shadow Oaks Apts. 3,389 962 6,636 278 959 6,914 7,873 2,838 1984 2/07/85 5-25
Tampa, Florida
(200 units -
garden apartments)
---------------------------------------------------------------------------------
TOTAL $21,501 $3,674 $32,992 $ 1,661 $3,681 $34,645 $38,326 $13,656
=================================================================================
______________________________________________________
<FN>
<F1> No material intercompany profits are included in the carrying value of real estate apartment properties.
<F2> Net of seller guarantee payments.
<F3> The aggregate cost for federal income tax purposes is $41,432,000.
<F4> Includes a reduction in carrying value of $2,840,000 recorded in 1991.
</FN>
</TABLE>
<PAGE> 37
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Note 5. Net Profits, Losses and Cash Distributions
Cash flow, as defined in the Partnership Agreement, will be
distributed within 60 days after June 30 and December 31, 90% to
the Assignee Unit Holders and 10% to the General Partners and
the Assignor Limited Partner. The first cash distribution year
was for the period August 1, 1985 through July 31, 1986, in which
the Assignee Unit Holders were entitled to a noncumulative,
preferred 5% return. During the second cash distribution year and
thereafter, the Assignee Unit Holders are entitled to a
noncumulative, preferred 6% return. To the extent that these
preferences are not achieved from current operations, 40% of the
property management fees and the General Partners' and the
Assignor Limited Partner's 10% share in cash flow will be
deferred. Deferred property management fees are to be paid
without interest in the next year in which excess cash flow is
available after distribution to the Assignee Unit Holders of
their preferred 6% return or out of sale or refinancing proceeds.
Profits and losses for financial statement and tax purposes
arising from Partnership operations are allocated 98% to the
Assignee Unit Holders and 2% to the General Partners and the
Assignor Limited Partner.
All sale or refinancing proceeds, as defined in the Partnership
Agreement, will be distributed as follows:
(1) to the Assignee Unit Holders to repay their adjusted
capital contributions;
(2) to the General Partners and Assignor Limited Partner
to repay their adjusted capital contributions;
(3) to the Assignee Unit Holders until payment of the
preferred return on disposition (that is, an amount equal
to 10% of the adjusted capital contributions multiplied by
the number of calendar years from and including 1986) is
achieved;
(4) to the General Partners and Assignor Limited Partner
in an amount equal to any portion of their cash flow from
operations which was previously deferred and not paid in
subsequent years;
(5) to pay property disposition fees to Oxford National
Properties Corporation; and
(6) to pay any remaining amount 85% to the Assignee Unit
Holders and 15% to the General Partners and Assignor
Limited Partner.
Sale or refinance proceeds have been defined to be all cash
receipts arising from such transaction less expenses of the
transaction, the repayment of all related debt, including the
mortgage loan, the payments of any previously subordinated
property management fees, and the payments to fund reserves.
<PAGE> 38
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
All liquidation proceeds shall be first distributed to each
Assignee Unit Holder and Partner, in an amount equal to the
positive balance in his capital account and, thereafter, in the
amounts and order of priority established above for sale or
refinancing proceeds.
The profits for tax purposes resulting from the sale of an
investment property which does not constitute the sale of
substantially all of the Partnership's assets will be allocated
among the Assignee Unit Holders, General Partners, and the
Assignor Limited Partner in a proportion equal to the
distributions received from the proceeds of such sale. Any
profits in excess of the cash distribution will be allocated 98%
to the Assignee Unit Holders and 2% to the General Partners and
the Assignor Limited Partner. A loss from such a sale will be
allocated 98% to the Assignee Unit Holders and 2% to the General
Partners and Assignor Limited Partner.
The profits for tax purposes from the sale or liquidation of
all or substantially all of the Partnership's assets will be
allocated as follows:
(1) the portion of the profits attributable to the excess
of the indebtedness of the investment property prior to its
sale over the Partnership's adjusted basis in such property
will be allocated to each Assignee Unit Holder having a
negative capital account balance, to the extent of such
negative balance, in the proportion that the negative
balance of each Assignee Unit Holder's capital account
bears to the aggregate negative balances of all the
Assignee Unit Holders; and
(2) the remainder will be allocated among the Partners and
Assignee Unit Holders in proportion to the amount of sale
or refinancing proceeds which was distributed to them in
connection with the sale of the investment property or
liquidation of the Partnership.
Losses for tax purposes from the sale of all or substantially
all of the assets of the Partnership or the liquidation of the
Partnership will be allocated as follows:
(1) losses equal to the amount by which the capital accounts of
the Assignee Unit Holders and Partners exceed the total
adjusted capital contributions will be allocated based on
the ratio of each Assignee Unit Holder's and Partner's
capital account excess balance to the total excess balance;
(2) losses will be allocated among the Assignee Unit Holders
and Partners with positive capital accounts equal
to the ratio of each Assignee Unit Holder's and Partner's
positive capital account to the total positive capital
accounts; and
<PAGE> 39
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
(3) any remaining losses will be allocated 98% to Assignee Unit
Holders and 2% to the General Partners and the Assignor
Limited Partner.
Note 6. Mortgage Notes Payable
Effective January 12, 1994, separate mortgage loans were made
to each of the four new 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 December 31, 1996, the total outstanding balance of the
four mortgage notes payable was $21,501,000. The properties are
in compliance with their respective loan agreements as of
December 31, 1996.
The individual outstanding mortgage notes payable as of December
31, 1996 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 $ 9,879 $ 81
The Landings, Indianapolis, Indiana 3,257 26
Raven Hill, Burnsville, Minnesota 4,976 41
Shadow Oaks, Tampa, Florida 3,389 28
- -----------------------------------------------------------------
$21,501 $176
=================================================================
<FN>
<F1> Includes principal and interest.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Principal amortization (in thousands) over the next five years
is as follows:
Year Amortization
---- ------------
<S> <C>
1997 $355
1998 $386
1999 $419
2000 $455
2001 $493
</TABLE>
<PAGE> 40
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
The mortgage notes require the establishment and maintenance
of escrow subaccounts for each property. These subaccounts are
the Basic Carrying Costs Subaccount, the Debt Service Payment
Subaccount, the Recurring Replacement Reserve Subaccount, the
Operations and Maintenance Expense Subaccount, the Liquidity
Reserve Subaccount, and the Curtailment Reserve Subaccount. The
Basic Carrying Costs Subaccount and Liquidity Reserve Subaccount
were initially funded in full out of loan proceeds for all
properties at the mortgage closing. A temporary
Engineering/Capital Replacement Reserve Subaccount was also
established at closing for all properties, except Shadow Oaks, to
pay for necessary capital improvements identified during the
lender's due diligence review of the properties. The permanent
subaccounts, except the Operations and Maintenance Expense
Subaccount and the Curtailment Reserve Subaccount, will hereafter
be directly funded and maintained monthly, as needed, from
property income (except security deposits), in accordance with
formulas established in the loan agreement and based on
expenditures required in the following month. The Operations and
Maintenance Expense Subaccount and the Curtailment Reserve
Subaccount would be established if the borrowers have not
provided a written commitment for the refinancing of the existing
loans on or before six months prior to the maturity dates of the
existing loans. The subaccounts will be funded monthly in the
order listed above, except for certain changes that may occur in
the year prior to maturity of the respective loans. Excess
income from each property will be distributed to the applicable
borrower after all subaccounts that must be funded at that time
have been fully funded in the given month, according to the terms
of the Loan Agreement. As of December 31, 1996, the escrow
subaccounts total $810,000 and are included in Other Assets in
the accompanying Consolidated Balance Sheets.
The mortgage notes prohibit secondary financing unless
specifically approved by the lender or specified in the loan
documents. In addition, the mortgage notes prohibit prepayment
before five years and impose a prepayment penalty equal to the
greater of 1% or the Yield Maintenance Premium (as defined in the
Loan Agreement) for prepayments during the sixth and seventh
years. After the seventh year, prepayment is allowed with no
prepayment penalty.
In general, the loans are nonrecourse. ORP One L.L.C. and ORP
Corporation I, ORP Two L.L.C. and ORP Corporation II, ORP Three
L.L.C. and ORP Corporation III, and ORP Four Limited Partnership
and ORP Corporation IV have guaranteed payment of all clean-up
costs if environmental contamination is subsequently discovered
on their respective properties.
<PAGE> 41
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Note 7. Transactions with Affiliates
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
(in thousands)
December 31, 1996 1995 1994
- -----------------------------------------------------------------
<S> <C> <C> <C>
Expense reimbursement $ 56 $ 65 $ 58
Property management fees 356 342 329
- -----------------------------------------------------------------
$412 $407 $387
=================================================================
</TABLE>
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 years ended
December 31, 1996, 1995 and 1994 were $56,000, $65,000 and
$58,000, respectively, for administrative and accounting related
costs.
Under the Property Management Agreements with NHP, Inc. and
certain of its affiliates ("NHP"), the management fee is equal to
5% of gross collections for all properties; however, 40% of this
fee is subordinated until certain distribution preference levels
to the Limited Partners or Assignee Unit Holders are achieved.
Property management fees of $143,000, $137,000 and $131,000 for
the years ended December 31, 1996, 1995 and 1994, 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.
<PAGE> 42
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Note 8. Taxable Loss
A reconciliation of the major differences between net (income)
loss for the consolidated financial statements and net (income)
loss for tax purposes is as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
(in thousands)
December 31, 1996 1995 1994
- -----------------------------------------------------------------
<S> <C> <C> <C>
Net (income) loss per consolidated
financial statements $ (194) $ 184 $ 62
Excess tax depreciation 507 510 607
- -----------------------------------------------------------------
Net loss for tax reporting purposes $ 313 $ 694 $ 669
=================================================================
Per Assignee Unit:
Net (income) loss per consolidated
financial statements $(7.63) $ 7.07 $ 2.37
Excess tax depreciation 19.92 19.58 23.13
- -----------------------------------------------------------------
Net loss for tax reporting purposes $12.29 $26.65 $25.50
=================================================================
</TABLE>
Note 9. Commitments and Contingencies
The Partnership, through its subsidiaries, owns real estate
and, as such, is subject to various environmental laws of Federal
and local governments. Compliance by the Partnership with
existing laws has not had a material adverse effect on its
financial condition, results of operations, or liquidity, and
based on reports from independent third parties, management does
not believe it will have such an effect in the future. However,
the Partnership cannot predict the impact of new or changed laws
or regulations on its current properties.
Note 10. Subsequent Events
NHP recently reported that its largest stockholders have
entered into certain agreements to sell all of their stock in NHP
to Apartment Investment and Management Company ("AIMCO"), a
publicly-traded REIT, and that NHP ultimately may be merged into
AIMCO. No assurance can be given by ORP that AIMCO will be
retained to manage its properties following consummation of these
transactions.
On February 28, 1997, ORP made a quarterly cash distribution of
$185,000 or $7.50 per Assignee Unit (1.5% per annum on the
original $1,000 invested per Assignee Unit) to Assignee Unit
Holders of record as of December 31, 1996.
<PAGE> 43
<TABLE>
- -----------------------------------------------------------------
Distribution Information
- -----------------------------------------------------------------
The following table sets forth, on a semiannual basis, all
distributions declared since inception of the Partnership.
<CAPTION>
Amount Distributed<F1>
- -----------------------------------------------------------------
Six months ended<F1> Per Assignee Unit Investors<F2>
- -----------------------------------------------------------------
<S> <C> <C>
1996
December 31, 1996 $ 7.50 $ 184,928
June 30, 1996 $ 7.50 $ 187,095
- -----------------------------------------------------------------
1995
December 31, 1995 $ 7.50 $ 188,895
June 30, 1995 $ 5.00 $ 128,570
- -----------------------------------------------------------------
1994
December 31, 1994 $ 5.00 $ 128,570
June 30, 1994 $ 5.00 $ 128,570
- -----------------------------------------------------------------
1993
December 31, 1993 $ 10.00 $ 257,140
June 30, 1993 $ 0.00 $ 0
- -----------------------------------------------------------------
1992
December 31, 1992 $ 0.00 $ 0
June 30, 1992 $ 0.00 $ 0
- -----------------------------------------------------------------
1991
December 31, 1991 $ 0.00 $ 0
June 30, 1991 $ 0.00 $ 0
- -----------------------------------------------------------------
1990
December 31, 1990 $ 5.00 $ 128,570
June 30, 1990 $ 5.00 $ 128,570
- -----------------------------------------------------------------
1989
December 31, 1989 $ 5.00 $ 128,570
June 30, 1989 $ 10.00 $ 257,140
- -----------------------------------------------------------------
1988
December 31, 1988 $ 12.60 $ 323,995
June 30, 1988 $ 12.40 $ 318,854
- -----------------------------------------------------------------
1987
December 31, 1987 $ 20.37 $ 523,775
June 30, 1987 $ 24.35 $ 626,237
- -----------------------------------------------------------------
1986
December 31, 1986 $ 20.76 $ 533,732
June 30, 1986 $ 25.00 $ 642,880
- -----------------------------------------------------------------
<PAGE> 44
- -----------------------------------------------------------------
Distribution Information
- -----------------------------------------------------------------
1985 December 31, 1985<F3> $ 12.93 $ 332,381
- -----------------------------------------------------------------
Total $200.91 $5,148,472
=================================================================
<FN>
<F1> Distributions in all cases were paid in the second month
following the six-month period to which the distribution
relates.
<F2> The aggregate amount distributed to Investors since
inception is $5,148,472, or approximately 20%, of their
original investment.
<F3> Assumes Investors were admitted in July 1985.
</FN>
</TABLE>
<PAGE> 45
- -----------------------------------------------------------------
General Partnership Information
- -----------------------------------------------------------------
Advisor
Merrill Lynch, Hubbard Inc.
New York, New York
Selling Agent
Merrill Lynch, Pierce, Fenner & Smith, Incorporated
New York, New York
Legal Counsel
Shaw, Pittman, Potts & Trowbridge
Washington, D.C.
Independent Accountants
Coopers & Lybrand L.L.P.
Washington, D.C.
Transfer Agent and Registrar
MMS Escrow & Transfer Agency, Inc.
P.O. Box 7090
Troy, Michigan 48007-9921
Managing General Partner
Oxford Residential Properties I Corporation
7200 Wisconsin Avenue, 11th Floor
Bethesda, Maryland 20814
The Annual Report on Form 10-K for the Year Ended
December 31, 1996, filed with 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
<PAGE> 46
- -----------------------------------------------------------------
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 (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> 47
- -----------------------------------------------------------------
Instructions for Investors who wish to reregister or transfer ORP
Assignee Units
- -----------------------------------------------------------------
The Annual Report on Form 10-K for the year ended December 31,
1996, filed with the Securities and Exchange Commission, is
available to Assignee Unit Holders and may be obtained by
writing:
Investor Services
Oxford Residential Properties I Limited Partnership
P.O. Box 7090
Troy, Michigan 48007-9921
(810) 614-4550
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the Consolidated Balance Sheets at December 31, 1996 and the
Consolidated Statements of Operations for the year ended December
31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,560
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,630
<PP&E> 38,326
<DEPRECIATION> 13,656
<TOTAL-ASSETS> 27,860
<CURRENT-LIABILITIES> 1,203
<BONDS> 21,501
0
0
<COMMON> 0
<OTHER-SE> 5,156
<TOTAL-LIABILITY-AND-EQUITY> 27,860
<SALES> 0
<TOTAL-REVENUES> 7,187
<CGS> 0
<TOTAL-COSTS> 3,564
<OTHER-EXPENSES> 1,643
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,786
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 194
<EPS-PRIMARY> 7.63
<EPS-DILUTED> 7.63
</TABLE>
