<PAGE> 1
=================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to__________
--------------------------------
Commission file number: 0-14533
--------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Maryland 52-1322906
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7200 Wisconsin Avenue, 11th floor, Bethesda, Maryland 20814
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 654-3100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Assignee Units
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ NO / /
There is no public trading market for the Assignee Units.
Therefore, the Assignee Units had neither a market selling price
nor an average bid or asked price within the 60 days prior to the
date of this filing.
Index to Exhibits is found on page 3.
=================================================================
<PAGE> 2
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements of the Partnership, and the notes
thereto, are incorporated herein by reference to sequentially
numbered pages 13 through 19 included in ORP's Quarterly Report
(Unaudited).
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
A discussion of ORP's financial condition and results of
operations for the three- and nine-month periods ended September
30, 1997 is incorporated herein by reference to sequentially
numbered pages 6 through 12 entitled "Report of Management"
included in ORP's Quarterly Report (Unaudited).
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Registrant is engaged from time to time in litigation
incident to its business; however, there are no pending legal
proceedings known by the Managing General Partners whose
potential effects are considered to be material.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
For a list of Exhibits as required by Item 601 of Regulation
S-K, see Exhibit Index on page 3 of this report.
(b) Reports on Form 8-K.
None.
No other items were applicable.
<PAGE> 3
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
EXHIBIT INDEX
(Listed according to the number assigned in the Exhibit Table in
Item 601 of Regulation S-K.)
(11) Statement regarding computation of per share earnings.
The information to compute earnings per share is provided in
the financial statements and notes thereto of the Oxford
Residential Properties I Limited Partnership's Quarterly
Report (Unaudited) to Assignee Unit Holders, attached as
Exhibit 20 (sequentially numbered pages 13 through 19).
(20) Report furnished to security holders.
Oxford Residential Properties I Limited Partnership's
Quarterly Report (Unaudited) dated September 30, 1997,
follows on sequentially numbered pages 5 through 21 of this
report.
(27) Financial Data Schedule.
<PAGE> 4
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Oxford Residential Properties I Limited Partnership
By: Oxford Residential Properties I Corporation
Managing General Partner of the registrant
Date: 11/24/97 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: 11/24/97 By: /S/ Leo E. Zicker
-------- -------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 11/24/97 By: /S/ Francis P. Lavin
-------- -------------------------------------------
Francis P. Lavin
President
<PAGE> 5
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
September 30, 1997
CONTENTS
Report of Management
Average Occupancy
Summary of Project Data
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Partners' Capital
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Instructions for Investors who wish to reregister or
transfer ORP Assignee Units
<PAGE> 6
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
The following report provides additional information about the
consolidated financial condition of Oxford Residential Properties
I Limited Partnership ("Oxford Residential Properties I," "ORP,"
or the "Partnership") as of September 30, 1997, its consolidated
results of operations for the three- and nine-month periods ended
September 30, 1997, and its cash flows for the nine-month period
ended September 30, 1997. This report and analysis should be
read together with the consolidated financial statements and
related notes thereto and the selected consolidated financial
data appearing elsewhere in this Quarterly Report.
Recent Developments
On May 25, 1995, an affiliate of ORP and its managing general
partner, Oxford Residential Properties I Corporation ("Managing
General Partner"), completed a tender offer ("Affiliate Tender")
in which the affiliate acquired 4,997 assignee units of limited
partnership of ORP ("Assignee Units") at a price of $332 per
Assignee Unit. Subsequent to the termination of the Affiliate
Tender, ORP determined that additional Assignee Unit Holders were
interested in selling their Assignee Units for the same price
offered in the Affiliate Tender. On June 20, 1995, ORP advised
its Assignee Unit Holders that it would purchase on a "first
come, first served" basis, at any time on or before September 11,
1995, unless sooner terminated, all Assignee Units up to an
aggregate of 600 Assignee Units at a price of $332 per Assignee
Unit, net to the seller in cash without interest ("Issuer
Tender"). The Issuer Tender has been extended to December 31,
1997 with respect to the purchase of up to 600 additional
Assignee Units. Since June 20, 1995 ORP has purchased, in the
aggregate, 1,192 Assignee Units or approximately 4.6% of the
orginal units issued, of which 135 Assignee Units were purchased
in 1997.
On August 29, 1997, ORP paid to its Partners and Assignee Unit
Holders of record as of June 30, 1997, a cash distribution for
the first half of 1997 in the amount of $247,000, or $10 per
Assignee Unit, representing an annualized return of 2% for 1997
based on the original cost of $1,000 per Assignee Unit.
Liquidity and Capital Resources
Current Position. At September 30, 1997, ORP held $1,519,000
in cash and cash equivalents and the working capital reserve,
compared to $1,560,000 at December 31, 1996. The decrease of
$41,000 is primarily attributable to increases in property net
operating incomes offset by: (i) the distributions made on March
1, 1997 and August 29, 1997 to Partners of record as of December
31, 1996 and June 30, 1997 totaling $185,000 and $247,000,
respectively,(ii) the purchase of Assignee Units during the nine-
month period ended September 30, 1997 totaling $45,000, and (iii)
the payment of administrative costs for the nine-month period
ended September 30, 1997 totaling $133,000.
<PAGE> 7
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Other Assets shown on the Balance Sheet increased by $193,000
to $1,166,000 at September 30, 1997 from $973,000 at December 31,
1996, primarily as a result of an increase in the Recurring
Replacement Reserve Subaccount and the Property Tax Escrow.
Other Assets include primarily a Liquidity Reserve Subaccount
(for debt service), a Recurring Replacement Reserve Subaccount
(for property improvements), a Property Insurance Escrow, and a
Property Tax Escrow for each of the Operating Partnerships
totaling $1,077,000. 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 $26,000 and $63,000, respectively, are also
included in Other Assets.
Unamortized deferred costs related to organization and
refinancing costs (discussed in prior reports) at September 30,
1997 were $449,000, compared to $522,000 at December 31, 1996.
These costs are being amortized over the term of the mortgages.
Property Operations. ORP's future liquidity and level of cash
distributions are dependent upon the net operating income after
debt service, refurbishment expenses and capitalized improvements
generated by ORP's four investment properties and proceeds from
any sale or refinancing of those properties. To the extent any
individual property does not generate sufficient cash to cover
its operating needs, including debt service, deficits would be
funded by cash generated from the other investment properties, if
any, working capital reserves, if any, or borrowings by ORP.
Property improvements in the aggregate amount of $782,000 were
made for the nine-month period ended September 30, 1997, compared
to $654,000 for the same period in 1996. Of the $782,000 of
property improvements, $588,000 was capitalized for financial
statement purposes for the nine-month period ended September 30,
1997, compared to $474,000 of the $654,000 of property
improvements for the same period in 1996.
Other Sources. Since 1994, 40% of the property management fees
owed to NHP Management Company ("NHP") have been subordinated to
the receipt by the Assignee Unit Holders of certain returns. As
of September 30, 1997 and December 31, 1996, deferred property
management fees to NHP amounted to $522,000 and $411,000,
respectively, and are reflected as Due to Affiliates in the
financial statements.
<PAGE> 8
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Results of Operations
The net operating income, before debt service, refurbishment
expenses and capitalized property improvements, reported by each
of the four investment properties for the three- and nine-month
periods ended September 30, 1997 and 1996 is as follows:
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
Three months Nine months
ended ended
September 30, September 30,
-------------- --------------
(in thousands) (in thousands)
Property 1997 1996 1997 1996
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairlane East,
Dearborn, MI $420 $404 $1,244 $1,215
The Landings,
Indianapolis, IN 117 129 366 377
Raven Hill,
Burnsville, MN 296 264 838 781
Shadow Oaks,
Tampa, FL 129 121 393 363
- -----------------------------------------------------------------
Total Net Operating Income $962 $918 $2,841 $2,736
=================================================================
</TABLE>
Three months ended September 30, 1997 versus three months ended
September 30, 1996
In the aggregate, the net operating income, before debt
service, refurbishment expenses and capitalized property
improvements, reported by ORP for the quarter ended September 30,
1997 increased by $44,000, or 4.8%, compared to the quarter ended
September 30, 1996. Set forth below is a discussion of the
properties which compares their respective operations for the
three-month periods ended September 30, 1997 and 1996.
Fairlane East
Fairlane East's net operating income for the quarter ended
September 30, 1997 increased by 4.0% from the same period in
1996, primarily due to a 4.7% increase in apartment revenues
and a 5.6% increase in apartment expenses. The increase in
apartment expenses is primarily attributable to an increase in
administrative fees and property taxes. Average occupancy for the
quarter ended September 30, 1997 increased to 98%, compared to
97% for the same period in 1996. The weighted average rent
collected for the month ended September 30, 1997 increased by
3.5% to $954, compared to $922 for the same period in 1996.During
the quarter ended September 30, 1997, ORP expended $67,000 on
property improvements, including $47,000 capitalized for
accounting purposes.
<PAGE> 9
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
The Landings
The Landings' net operating income for the quarter ended
September 30, 1997 decreased by 9.3% from the same period in
1996, due to a 1.3% increase in apartment revenues and a
11.6% increase in apartment expenses. The increase
in apartment expenses is primarily attributable to an increase in
maintenance expenses which reflects, among other things, an
increase in turnovers and wages.Average occupancy for the quarter
ended September 30, 1997 decreased to 94%, compared to 96% for
the same period in 1996. The weighted average rent collected for
the month ended September 30, 1997 increased by 4.6% to $611,
compared to $584 for the same period in 1996. During the quarter
ended September 30, 1997, ORP expended $47,000 on property
improvements, including $28,000 capitalized for accounting
purposes.
Raven Hill
Raven Hill's net operating income for the quarter ended
September 30, 1997 increased by 12.1% from the same period in
1996. Apartment revenues increased by 6.4%; while apartment
expenses only increased 1.9% compared to the same period in 1996.
The average occupancy for the quarter ended September 30, 1997
increased to 97%, compared to 92% for the same period in 1996.
The weighted average rent collected for the month ended September
30, 1997 increased by 3.3% to $694, compared to $672 for the same
period in 1996. During the quarter ended September 30, 1997, ORP
expended $75,000 on property improvements, including $50,000
capitalized for accounting purposes.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended
September 30, 1997 increased by 6.6% from the same period in
1996. Apartment revenues increased by 3.1%, while apartment
expenses decreased by 1%. The average occupancy for the
quarter ended September 30, 1997 increased to 95%, compared to
93% for the same period in 1996. The weighted average rent
collected for the month ended September 30, 1997 increased by
4.1% to $456 compared to $438, for the same period in 1996.
During the quarter ended September 30, 1997, ORP expended
$123,000 on property improvements, including $107,000 capitalized
for accounting purposes.
Nine months ended September 30, 1997 versus nine months ended
September 30, 1996
In the aggregate, the net operating income, before debt
service, refurbishment expenses and capitalized property
improvements, reported by ORP for the nine-month period ended
September 30, 1997 increased by $105,000, or 3.8%, compared to
the same period in 1996. Set forth below is a discussion of the
properties which compares their respective operations for the
nine-month periods ended September 30, 1997 and 1996.
<PAGE> 10
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Fairlane East
Fairlane East's net operating income for the nine-month period
ended September 30, 1997 increased by 2.4% from the same period
in 1996, primarily due to a 4.3% increase in apartment revenues
and a 7.3% increase in apartment expenses. The increase in
apartment expenses is primarily attributable to an increase in
maintenance expenses and property taxes. The average occupancy
for the nine-month period ended September 30, 1997 and 1996 was
97%, respectively. During the nine-month period ended September
30, 1997, ORP expended $203,000 on property improvements,
including $151,000 capitalized for accounting purposes. The
Managing General Partner anticipates slightly lower spending
levels on property improvements in 1997, as compared to the year
ended December 31, 1996.
The Landings
The Landings' net operating income for the nine-month period
ended September 30, 1997 decreased by 2.9% from the same period
in 1996, due to a 1.2% increase in apartment revenues and a
5.2% increase in apartment expenses. The increase in apartment
expenses is primarily attributable to a increase in maintenance
and marketing expenses. Average occupancy for the nine-month
period ended September 30, 1997 decreased to 90%, compared to 94%
for the same period in 1996. The decrease in occupancy level is
primarily attributed to increased home buying and rental market
competition for the Landings area. During the nine-month period
ended September 30, 1997, ORP expended $103,000 on property
improvements, including $59,000 capitalized for accounting
purposes. The Managing General Partner anticipates slightly
lower spending levels on property improvements in 1997 as
compared to the year ended December 31, 1996.
Raven Hill
Raven Hill's net operating income for the nine-month period
ended September 30, 1997 increased by 7.3% from the same period
in 1996, due to a 5.1% increase in apartment revenues and a
3.4% increase in apartment expenses. The increase in apartment
expenses is primarily attributable to an increase in operating
expenses and property taxes. Average occupancy for the nine-
month period ended September 30, 1997 increased to 96%, compared
to 93% for the same period in 1996. During the nine-month period
ended September 30, 1997, ORP expended $309,000 on property
improvements, including $246,000 capitalized for accounting
purposes. The Managing General Partner anticipates higher
spending levels on property improvements in 1997, as compared to
the year ended December 31, 1996 due to siding and window
replacements.
<PAGE> 11
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Shadow Oaks
Shadow Oaks' net operating income for the nine-month period
ended September 30, 1997 increased by 8.3% from the same period
in 1996, due to a 6.2% increase in apartment revenues and a
4.3% increase in apartment expenses. The increase in apartment
expenses is primarily attributable to an increase in maintenance
and operating expenses. The average occupancy for the nine-month
period ended September 30, 1997 increased to 94%, compared to 93%
for the same period in 1996. During the nine-month period ended
September 30, 1997, ORP expended $167,000 on property
improvements, including $132,000 capitalized for accounting
purposes. The Managing General Partner anticipates that higher
levels of property improvements will be necessary in 1997 to
maintain the property's competitive position, as compared to the
year ended December 31, 1996.
Consolidated Statements of Operations-Other Income and Deductions
Other income was $266,000 and $202,000, respectively, for the
nine-month periods ended September 30, 1997 and 1996.
The terms of the mortgage loans require the borrowers to make
equal installment payments over the term of the loans. Each
payment consists of interest on the unpaid balance of the loans,
and a reduction of loan principal. The interest paid on these
loans decreases each period, while the portion applied to the
loan principal increases each period. As a result, interest
expense was $1,321,000 and $1,342,000, respectively, and
principal payments were $264,000 and $242,000, respectively, for
the nine-month periods ended September 30, 1997 and 1996.
Depreciation expense for the nine-month periods ended September
30, 1997 and 1996 was $876,000 and $846,000, respectively.
Amortization expense for the nine-month periods ended September
30, 1997 and 1996 was $74,000.
For the nine-month periods ended September 30, 1997 and 1996,
of the total property improvements in the aggregate amount of
$782,000 and $654,000 respectively, $194,000 and $180,000,
respectively, were classified as refurbishment expenses for
financial statement purposes. The remaining balances of $588,000
and $474,000, respectively, were capitalized for financial
statement purposes. The increase in property improvements is due
primarily to siding and window replacements at Raven Hill during
the nine months ended September 30, 1997.
Interest income for the nine-month periods ended September 30,
1997 and 1996 was $59,000.
ORP's administrative expenses for the nine-month periods ended
September 30, 1997 and 1996 were $151,000 and $160,000,
respectively.
<PAGE> 12
<TABLE>
- ---------------------------------------------------------------------------------------------------------
Average Occupancy
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
The average occupancy for each of the four investment properties is shown in the following chart:
For the Quarter Ended
Property/ Acquisition -----------------------------------------------------------------------
Location Date 3/31/96 6/30/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 97% 98% 97% 98% 96% 97% 98%
Dearborn, Michigan
The Landings 10/31/84 91% 96% 96% 92% 86% 91% 94%
Indianapolis, Indiana
Raven Hill 12/24/86 92% 95% 92% 92% 94% 97% 97%
Burnsville, Minnesota
Shadow Oaks 2/07/85 93% 92% 93% 90% 94% 92% 95%
Tampa, Florida
- ---------------------------------------------------------------------------------------------------------
Summary of Project Data (in thousands)
- ---------------------------------------------------------------------------------------------------------
1997 Operating Result through 9/30/97 (in thousands)
--------------------------------------------------------
Average Rent NOI
Collected<F1> Before
------------------- Property NOI Before
Property/ Number of September September Net Apartment Improvements Property<F2> Debt
Location Units 1997 1996 Revenues Expenses & Debt Service Improvements Service
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 244 $ 954 $ 922 $2,057 $ 813 $1,244 $203 $1,041
Dearborn, Michigan
The Landings 150 $ 611 $ 584 781 415 366 103 263
Indianapolis, Indiana
Raven Hill 304 $ 694 $ 672 1,893 1,055 838 309 529
Burnsville, Minnesota
Shadow Oaks 200 $ 456 $ 438 850 457 393 167 226
Tampa, Florida
- ---------------------------------------------------------------------------------------------------------
Total 898 $5,581 $2,740 $2,841 $782 $2,059
=========================================================================================================
<FN>
<F1> Represents net rental revenue collected for the month divided by the average number of units
occupied during the month.
<F2> Represents total property improvement costs, including capitalized costs totaling $ 588,000
incurred through September 30, 1997.
</FN>
</TABLE>
<PAGE> 13
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
(Unaudited)
- --------------------------------------------------------------------
<S> <C> <C>
Assets
Investment properties, at cost:
Land $ 3,681 $ 3,681
Buildings and improvements, net of
accumulated depreciation of $14,536
and $13,656, respectively 20,700 20,989
- --------------------------------------------------------------------
Total Investment Properties 24,381 24,670
- --------------------------------------------------------------------
Cash and cash equivalents 1,020 1,106
Working capital reserve 499 454
Tenant security deposits 167 135
Deferred costs, net of amortization of
$2,468 and $2,395, respectively 449 522
Other assets 1,166 973
- --------------------------------------------------------------------
3,301 3,190
- --------------------------------------------------------------------
Total Assets $27,682 $27,860
- --------------------------------------------------------------------
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $21,237 $21,501
Accounts payable and accrued expenses 609 472
Distributions payable 0 185
Due to affiliates 522 411
Tenant security deposits 167 135
- --------------------------------------------------------------------
Total Liabilities 22,535 22,704
- --------------------------------------------------------------------
Partners' Capital
General Partners (1,034) (1,040)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714 Assignee
Units issued and 24,522 outstanding
as of September 30, 1997 and 24,657
outstanding as of December 31, 1996) 6,180 6,195
- --------------------------------------------------------------------
Total Partners' Capital 5,147 5,156
- --------------------------------------------------------------------
Total Liabilities and
Partners' Capital $27,682 $27,860
====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 14
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statements of Operations (in thousands, except Net
(Unaudited) Income per Assignee Unit and
Weighted average number of
Assignee Units Outstanding)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months Nine months
ended ended
September 30, September 30,
--------------- ---------------
1997 1996 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Apartment Revenues
Rental income $1,811 $1,728 $5,315 $5,144
Other income 69 71 266 202
- ---------------------------------------------------------------------
Total Apartment Revenues 1,880 1,799 5,581 5,346
- ---------------------------------------------------------------------
Apartment Expenses
Maintenance 324 308 893 848
Operating 143 145 485 462
Administrative 114 111 324 322
Property management fees 94 89 278 266
Property taxes 213 200 673 635
Marketing 30 28 87 77
- ---------------------------------------------------------------------
Total Apartment Expenses 918 881 2,740 2,610
- ---------------------------------------------------------------------
Net Operating Income 962 918 2,841 2,736
- ---------------------------------------------------------------------
Other Deductions
Interest expense 438 446 1,321 1,342
Depreciation and
amortization 316 304 951 920
Refurbishment expenses 80 75 194 180
Interest income (19) (20) (59) (59)
Partnership
administrative expenses 39 38 151 160
- ---------------------------------------------------------------------
Total Other Deductions 854 843 2,558 2,543
- ---------------------------------------------------------------------
Net Income $ 108 $ 75 $ 283 $ 193
=====================================================================
Net Income Allocated to
Assignee Unit Holders $ 106 $ 73 $ 277 $ 189
=====================================================================
Net Income per Assignee Unit $ 4.31 $ 2.93 $11.25 $ 7.56
=====================================================================
Weighted average number of
Assignee Units Outstanding 24,580 24,878 24,631 25,004
=====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE> 15
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statement of Partners' Capital (in thousands)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
For the period December 31, 1996 through
September 30, 1997
----------------------------------------
Limited Partners'
Interests
------------------
Assignee Assignor
Unit Limited General
Holders Partners Partners Total
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1996 $6,195 $1 $(1,040) $5,156
- ---------------------------------------------------------------------
Net income for the nine months
ended September 30, 1997 277 0 6 283
Distribution to Assignee
Unit Holders (247) 0 0 (247)
Purchase of Assignee Units (45) 0 0 (45)
- ---------------------------------------------------------------------
Balance, September 30, 1997
(Unaudited) $6,180 $1 $(1,034) $5,147
=====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 16
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine months ended
September 30,
------------------
1997 1996
- --------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net income (loss) $ 283 $ 193
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 951 920
Changes in assets and liabilities:
Tenant security deposits liability 32 18
Tenant security deposits (32) (18)
Other assets (194) (247)
Accounts payable and accrued expenses 137 87
Due to affiliates 111 107
- --------------------------------------------------------------------
Net cash provided by operating activities 1,288 1,060
- --------------------------------------------------------------------
Investing activities
Working capital reserve (45) 337
Additions to investment properties (588) (474)
- --------------------------------------------------------------------
Net cash used in investing activities (633) (137)
- --------------------------------------------------------------------
Financing activities
Distributions paid (432) (376)
Mortgage principal paid (264) (243)
Purchase of Assignee Units (45) (127)
- --------------------------------------------------------------------
Net cash used in financing activities (741) (746)
- --------------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents (86) 177
Cash and cash equivalents, beginning of period 1,106 931
- --------------------------------------------------------------------
Cash and cash equivalents, end of period $1,020 $1,108
====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE> 17
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Note 1. Financial Statements.
The consolidated financial statements reflect all adjustments
which, in the opinion of Oxford Residential Properties I
Corporation, the managing general partner (the "Managing General
Partner") of Oxford Residential Properties I Limited Partnership
("ORP" or the "Partnership"), are necessary to present fairly
the Partnership's Consolidated Balance Sheets as of
September 30, 1997 and December 31, 1996, the Consolidated
Statements of Operations for the three- and nine-month periods
ended September 30, 1997 and 1996, the Consolidated Statement of
Partners' Capital as of September 30, 1997, and the Consolidated
Statements of Cash Flows for the nine-month periods ended
September 30, 1997 and 1996, according to generally accepted
accounting principles. Although the Managing General Partner
believes the disclosures presented are adequate to make the
information not misleading, these statements should be read in
conjunction with the audited consolidated financial statements
and the notes included in the Partnership's Annual Report for
the year ended December 31, 1996.
For financial reporting purposes, the net income per assignee
unit of limited partnership of ORP ("Assignee Unit") has been
calculated by dividing the portion of the Partnership's net
income allocable to Assignee Unit Holders (98%) by the weighted
average of Assignee Units outstanding. In all computations of
earnings per Assignee Unit, the weighted average of Assignee
Units outstanding during the period constitutes the basis for the
net income amounts per Assignee Unit on the Consolidated
Statements of Operations.
Note 2. Transactions with Affiliates.
The Partnership has no directors or officers. The Managing
General Partner and its affiliates do not receive any direct
compensation, but receive fees and are reimbursed by ORP for any
actual direct costs and expenses incurred in connection with the
operation of the Partnership. ORP reimbursed affiliates for
personnel costs, travel expenses and interest on interim working
capital advances which were not covered separately by fees. Total
reimbursements to the Managing General Partner and its affiliates
for the nine-month period ended September 30, 1997, were
approximately $52,000 for administrative and accounting-related
costs, compared to $44,000 for the same period in 1996.
Under the Property Management Agreements with NHP Management
Company ("NHP"), the management fee is equal to 5% of gross
collections for all properties; however, 40% of this fee is
subordinated to the receipt by the Assignee Unit Holders of
certain returns. Property management fees of $111,000 for the
nine-month period ended September 30, 1997, have been deferred
and are included in Due to affiliates in the accompanying
Consolidated Balance Sheets. Cumulative deferred management fees
as of September 30, 1997 and December 31, 1996, totaled $522,000
and $411,000, respectively. NHP also has a separate services
<PAGE> 18
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
agreement with Oxford Realty Financial Group, Inc. ("ORFG"),
pursuant to which ORFG provides certain services to NHP in
exchange for service fees in an amount equal to 25.41% of all
fees collected by NHP from certain properties, including those
owned by the Partnership.
On May 25, 1995, an affiliate of ORP and its managing general
partner, Oxford Residential Properties I Corporation ("Managing
General Partner"), completed a tender offer ("Affiliate Tender")
in which the affiliate acquired 4,997 Assignee Units at a price
of $332 per Assignee Unit. Subsequent to the termination of the
Affiliate Tender, ORP determined that additional Assignee Unit
Holders were interested in selling their Assignee Units for the
same price offered in the Affiliate Tender. On June 20, 1995, ORP
advised its Assignee Unit Holders that it would purchase on a
"first come, first served" basis, at any time on or before
September 11, 1995, unless sooner terminated, all Assignee Units
up to an aggregate of 600 Assignee Units at a price of $332 per
Assignee Unit, net to the seller in cash without interest("Issuer
Tender"). The Issuer Tender has been extended to December 31,
1997 with respect to the purchase of up to 600 additional
Assignee Units. For the period from June 20, 1995 through
December 31, 1996, ORP had purchased, in the aggregate, 1,057
Assignee Units. In August and September of 1997 ORP purchased an
additional 105 and 30 Assignee Units, respectively, bringing the
total number of Assignee Units purchased by ORP since June 20,
1995 to 1,192.
Note 3. Mortgage Notes Payable.
Effective January 12, 1994, separate mortgage loans were made
to each of the four ownership entities (as discussed in prior
reports) in the aggregate original principal amount of
$22,362,000. These mortgage loans are not cross-collateralized,
nor are they cross-defaulted. Each note bears interest at a
fixed rate of 8.25% per annum and matures on February 11, 2004.
The total monthly principal and interest payment is $176,000. As
of September 30, 1997, the total outstanding balance of the four
mortgage notes payable was $21,237,000. The properties are in
compliance with their respective debt service agreements as of
September 30, 1997.
<PAGE> 19
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
The individual outstanding mortgage notes payable as of
September 30, 1997 and monthly debt service are as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
Property Collateralizing Debt Outstanding Monthly
(in thousands) Mortgage Debt Service <F1>
- -----------------------------------------------------------------
<S> <C> <C>
Fairlane East $ 9,758 $ 81
The Landings 3,216 26
Raven Hill 4,915 41
Shadow Oaks 3,348 28
- -----------------------------------------------------------------
$21,237 $176
=================================================================
<FN>
<F1> Includes principal and interest.
</FN>
</TABLE>
<PAGE> 20
- -----------------------------------------------------------------
Instructions for Investors who wish to reregister or transfer ORP
Assignee Units
- -----------------------------------------------------------------
Please follow the instructions below if you wish to reregister or
transfer ownership of your Oxford Residential Properties I
("ORP") Assignee Units. No transfers or sales can be effected
without the consent of the Managing General Partner and the
completion of the proper documents.
To cover the costs associated with processing transfers, MMS
Escrow & Transfer Agency, Inc. ("MMS"), the transfer agent for
ORP, charges $25 for each transfer of ORP Assignee Units
between related parties, and $50 per seller for each transfer
for consideration (sale). The only exception is a transfer to
a surviving joint holder of Assignee Units when the other
joint holder dies, in which case no fee is charged. MMS will
continue to charge $150 for the conversion of Assignee Units
into a limited partner interest.
To transfer ownership of Assignee Units held in a Merrill
Lynch account, please have your Merrill Lynch financial
consultant contact Merrill Lynch Partnership Operations in New
Jersey at (201) 557-1619 to request the necessary transfer
documents. Merrill Lynch Partnership Operations will only
accept calls from your financial consultant. YOU MUST HAVE
THE PROPER TRANSFER DOCUMENTS FROM MERRILL LYNCH TO EFFECT A
TRANSFER. Your financial consultant must contact Partnership
Operations, as ORP Investor Services does not send out
transfer papers for Assignee Units held in a Merrill Lynch
account.
Investors who no longer hold their Assignee Units in a Merrill
Lynch account should contact ORP Investor Services at (810)
614-4550 or P.O. Box 7090, Troy, Michigan 48007-9921, to
obtain transfer documents. YOU MUST OBTAIN THE PROPER
TRANSFER DOCUMENTS FROM ORP INVESTOR SERVICES TO EFFECT A
TRANSFER OF ASSIGNEE UNITS, WHICH YOU HOLD PERSONALLY.
To redeposit your ORP units into a Merrill Lynch account,
please notify ORP Investor Services in writing after the
Merrill Lynch account has been opened. ORP Investor Services
will then instruct Merrill Lynch to deposit the Assignee Units
into the account.
Please remember to notify ORP Investor Services in writing at
the address below or by calling (810) 614-4550 in the event
you change your mailing address or your financial consultant.
We can then continue to provide you and your representative
with timely information about your investment in Oxford
Residential Properties I Limited Partnership.
<PAGE> 21
- -----------------------------------------------------------------
Instructions for investors who wish to reregister or transfer ORP
Assignee Units
- -----------------------------------------------------------------
The Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, filed with the Securities and Exchange
Commission, is available to Assignee Unit Holders and may be
obtained by writing:
Investor Services
Oxford Residential Properties I Limited Partnership
P.O. Box 7090
Troy, Michigan 48007-9921
(810) 614-4550
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information from the Consolidated
Balance Sheet at September 30, 1997 (Unaudited) and the Consolidated
Statements of Operations for the nine months ended September 30, 1997
(Unaudited) and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,519
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,782
<PP&E> 38,917
<DEPRECIATION> 14,536
<TOTAL-ASSETS> 27,682
<CURRENT-LIABILITIES> 1,298
<BONDS> 21,237
0
0
<COMMON> 0
<OTHER-SE> 5,147
<TOTAL-LIABILITY-AND-EQUITY> 27,682
<SALES> 0
<TOTAL-REVENUES> 5,581
<CGS> 0
<TOTAL-COSTS> 2,740
<OTHER-EXPENSES> 1,237
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,321
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 283
<EPS-PRIMARY> 11.25
<EPS-DILUTED> 11.25
</TABLE>
