====================================================================
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, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to___________
------------------------------------
Commission file number: 0-14533
------------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Maryland 52-1322906
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7200 Wisconsin Avenue, 11th floor, Bethesda, Maryland 20814
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 654-3100
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act:
Assignee Units
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES /X/ NO / / .
There is no public trading market for the Assignee Units.
Therefore, the Assignee Units had neither a market selling price
nor an average bid or asked price within the 60 days prior to the
date of this filing.
Index to Exhibits is on page 3.
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<PAGE 2>
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements of the Partnership, and the notes
thereto, are incorporated herein by reference to sequentially
numbered pages 12 through 17 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 nine-month period ended September 30, 1998, is
incorporated herein by reference to sequentially numbered pages 6
through 11 entitled "Report of Management" included in ORP's
Quarterly Report (Unaudited).
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Registrant is engaged from time to time in litigation
incident to its business; however, there are no pending legal
proceedings whose potential effects are considered to be material
by the Managing General Partner.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
For a list of Exhibits as required by Item 601 of Regulation
S-K, see Exhibit Index on page 3 of this report.
(b) Reports on Form 8-K
None.
No other items were applicable.
<PAGE 3>
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
EXHIBIT INDEX
(Listed according to the number assigned in the Exhibit Table in
Item 601 of Regulation S-K.)
(11) Statement regarding computation of per share earnings.
The information to compute earnings per share is provided in
the financial statements and notes thereto of the Oxford
Residential Properties I Limited Partnership's Quarterly
Report (Unaudited) to Assignee Unit Holders, attached as
Exhibit 20 (sequentially numbered pages 12 through 17).
(20) Reports furnished to security holders.
Oxford Residential Properties I Limited Partnership's
Quarterly Report (Unaudited) dated September 30, 1998,
follows on sequentially numbered pages 5 through 18 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: 11/13/98 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: 11/13/98 By: /S/ Leo E. Zickler
-------- ---------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 11/13/98 By: /S/ Francis P. Lavin
-------- ---------------------------------------------
Francis P. Lavin
President
<PAGE 5>
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
September 30, 1998
CONTENTS
Report of Management
Average Occupancy
Summary of Project Data
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Partners' Capital
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Instructions for Investors who wish to reregister or
transfer ORP Assignee Units
<PAGE 6>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
The following report provides additional information about the
consolidated financial condition of Oxford Residential Properties
I Limited Partnership ("ORP" or the "Partnership") as of
September 30, 1998, and its consolidated results of operations
for the three- and nine-month periods ended September 30, 1998,
and its cash flows for the nine-month period ended September 30,
1998. 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 August 11, 1998, the Managing General Partner declared an
increase in the amount of the semi-annual distribution payable by
ORP from $10 per Assignee Unit to $15 per Assignee Unit. This
distribution was made on August 28, 1998, to its Partners and
Assignee Unit Holders of record as of June 30, 1998.
On behalf of the Partnership, Oxford Residential Properties I
Corporation ("Managing General Partner"), will consider offers
made by Assignee Unitholders who wish to sell their Assignee
Units at such prices as may be set by the Managing General
Partner from time to time. The prices that will be paid will be
established by reference to prevailing secondary market prices
and will be determined solely by the Managing General Partner.
This is neither an offer to purchase nor a solicitation of an
offer to sell by ORP. Since July 1995, and through September 30,
1998, ORP has purchased, in the aggregate, 1,479 Assignee Units.
ORP purchased an additional 61 Assignee Units during the month of
October, 1998.
Liquidity and Capital Resources
Current Position. At September 30, 1998, ORP held $1,322,000
in cash and cash equivalents and the working capital reserve,
compared to $1,503,000 at December 31, 1997. The decrease of
$181,000 is primarily attributable to increases in property net
operating incomes offset by: (i) the distributions made on
February 28, 1998 and on August 28, 1998 to Partners of record as
of December 31, 1997 and June 30, 1998 totaling approximately
$243,000 and $365,000, respectively, (ii) the purchase of
Assignee Units during the nine-month period ended September 30,
1998 totaling approximately $40,000, (iii) an increase in other
assets of $295,000, and (iv) the payment of ORP's
administrative expenses during the nine-month period ended
September 30, 1998 totaling $145,000.
Other Assets shown on the accompanying consolidated Balance
Sheet increased by $295,000 to $1,323,000 at September 30, 1998,
from $1,028,000 at December 31, 1997. The increase in Other
Assets is primarily a result of an increase in prepaid property
insurance and the property tax escrow subaccount. Other Assets
include 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 $1,172,000
at September 30, 1998. 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 $97,000 and $54,000 at September 30,
1998, respectively, are also included in Other Assets.
Unamortized deferred costs relating to organization and
refinancing costs (discussed in prior reports) at September 30,
1998 were $351,000, compared to $424,000 at December 31, 1997.
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 $814,000 were made for the nine-month period ended
September 30, 1998, compared to $782,000 for the same period in
1997. Of the $814,000 of property improvements, $527,000 was
capitalized for financial statement purposes for the nine-month
period ended September 30, 1998, compared to $588,000 of the
$782,000 of property improvements for the same period in 1997.
<PAGE 7>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
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, 1998 and December 31, 1997, deferred property
management fees to NHP amounted to $675,000 and $560,000,
respectively.
Results of Operations
The net operating income, before debt service, refurbishment
expenses, and capitalized property improvements, from each of the
four investment properties for the three- and nine-month periods
ended September 30, 1998 and 1997, is as follows:
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
(in thousands) (in thousands)
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
Property 1998 1997 1998 1997
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairlane East,
Dearborn, MI $ 434 $ 420 $1,267 $1,244
The Landings,
Indianapolis, IN 126 117 415 366
Raven Hill,
Burnsville, MN 351 296 1,013 838
Shadow Oaks,
Tampa, FL 156 129 429 393
- -----------------------------------------------------------------
Total Net Operating Income $1,067 $ 962 $3,124 $2,841
=================================================================
</TABLE>
Three months ended September 30, 1998 versus three months
ended September 30, 1997
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,
1998, increased by 10.9% compared to the quarter ended September
30, 1997. Set forth below is a discussion of the properties
which compares their respective operations for the three-month
periods ended September 30, 1998 and 1997.
Fairlane East
Fairlane East's net operating income for the quarter ended
September 30, 1998 increased by 3.3% from the same period in 1997
due to a 5.4% increase in revenues offset by an 8.6% increase in
apartment expenses. The increase in apartment expenses is
primarily attributable to increases in maintenance and marketing
expenses. Occupancy for the three-month period ended September
30, 1998 decreased to 97% compared to 98% for the same period in
1997. The weighted average rent collected for the month ended
September 30, 1998 increased by 4.8% to $1,000, compared to $954
for the same period in 1997. During the three-month period ended
September 30, 1998, the Partnership expended $88,000 on property
improvements, including $51,000 capitalized for accounting
purposes.
The Landings
The Landings' net operating income for the quarter ended
September 30, 1998 increased by 7.7% from the same period in 1997
due to a 5.1% increase in apartment revenues and a 2.8% increase
in apartment expenses. The increase in apartment expenses is
primarily attributable to increases in administrative and
maintenance expenses. Occupancy for the three-month period ended
September 30, 1998 increased to 96% compared to 94% for the same
period in 1997. The weighted average rent collected for the month
ended September 30, 1998 increased by 1.5% to $620, compared to
$611 for the same period in 1997. During the three-month period
ended September 30, 1998, the Partnership expended $80,000 on
property improvements, including $50,000 capitalized for
accounting purposes.
Raven Hill
Raven Hill's net operating income for the quarter ended
September 30, 1998 increased by 18.6% from the same period in
1997 due to a 4.9% increase in revenues and a 6.7% decrease in
apartment expenses. The decrease in apartment expenses is
primarily attributable to decreases in maintenance and operating
expenses and property taxes due to a decrease in the annual
<PAGE 8>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
property tax assessment. Occupancy for the three-month periods
ended September 30, 1998 and 1997 was 97%. The weighted average
rent collected for the month ended September 30, 1998 increased
by 5.2% to $730, compared to $694 for the same period in 1997.
During the three-month period ended September 30, 1998, the
Partnership expended $133,000 for property improvements,
including $109,000 capitalized for accounting purposes.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended
September 30, 1998 increased by 20.9% from the same period in
1997 due to a 9.9% increase in revenues and a less than 1%
decrease in apartment expenses. The decrease in apartment
expenses is primarily attributable to decreases in maintenance
expenses and property taxes. For the three-month period ended
September 30, 1998, average occupancy increased to 98% compared
to 95% for the same period in 1997. The weighted average rent
collected for the month ended September 30, 1998 increased by
6.1% to $484, compared to $456 for the same period in 1997.
During the three-month period ended September 30, 1998, the
Partnership expended $79,000 on property improvements, including
$61,000 capitalized for accounting purposes.
Nine months ended September 30, 1998 versus nine months ended
September 30, 1997
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, 1998, increased by $283,000, or 10%, compared to
the same period in 1997. Throughout 1998, the collective
portfolio has shown both consistent growth in revenues as well as
consistent decline in operating expenses. Set forth below is a
discussion of the properties which compares their respective
operations for the nine-month periods ended September 30, 1998
and 1997.
Fairlane East
Fairlane East's net operating income for the nine-month period
ended September 30, 1998 increased by 1.8% from the same period
in 1997 due to a less than 1% increase in revenues and a less
than 1% decrease in apartment expenses. The decrease in
apartment expenses is primarily attributable to a decrease in
property taxes due to changes in state legislation. Average
occupancy for the nine-month period ended September 30, 1998
decreased to 94%, compared to 97% for the same period in 1997.
However, for the month ended September 30, 1998, Fairlane East's
occupancy rate increased to 99%, thus showing continuing signs
of occupancy improvement. During the nine-month period ended
September 30, 1998, the Partnership expended $235,000 on property
improvements, including $128,000 capitalized for accounting
purposes. The Managing General Partner anticipates slightly
lower spending levels on property improvements in 1998, as
compared to the year ended December 31, 1997.
The Landings
The Landings' net operating income for the nine-month period
ended September 30, 1998 increased by 13.4% from the same period
in 1997 due to a 4.6% increase in revenues and a 3.3% decrease in
apartment expenses. The decrease in apartment expenses is
primarily attributable to a decrease in property taxes. In March
1998, the Partnership received a refund of real estate taxes in
the amount of $38,000 due to tax overpayments in prior years.
The refund, in turn, reduced the amount of property tax expenses
and resulted in a significantly higher overall net operating
income for the nine-month period ended September 30, 1998.
Average occupancy for the nine-month period ended September 30,
1998 increased to 95%, compared to 90% for the same period in
1997. The increase in occupancy is primarily attributable to
stronger market conditions, lower rent increases, and decreased
"move-outs" due to new home purchases. During the nine-month
period ended September 30, 1998, the Partnership expended
$141,000 on property improvements, including $68,000 capitalized
for accounting purposes. The Managing General Partner
anticipates slightly lower spending levels on property
improvements in 1998, as compared to the year ended December 31,
1997.
<PAGE 9>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Raven Hill
Raven Hill's net operating income for the nine-month period
ended September 30, 1998 increased by 20.9% from the same period
in 1997 due to a 4.8% increase in revenues and an 8% decrease in
apartment expenses. The increase in revenues is attributable to
a 5.1% increase in rental income partially offset by a 1.8%
decrease in other income. The decrease in apartment expenses is
primarily attributable to: (i) savings in utility costs due to
better than average weather conditions, (ii) decreases in
maintenance expenses due to payroll savings from having fewer
maintenance workers, and (iii) a decrease in property taxes due
to lower 1998 property tax assessments. Average occupancy for
the nine-month period ended September 30, 1998 increased to 97%,
compared to 96% for the same period in 1997. During the nine-
month period ended September 30, 1998, the Partnership expended
$262,000 for property improvements, including $196,000
capitalized for accounting purposes. The Managing General
Partner anticipates slightly lower spending levels on property
improvements in 1998, as compared to the year ended December 31,
1997.
Shadow Oaks
Shadow Oaks' net operating income for the nine-month period
ended September 30, 1998 increased by 9.2% from the same period
in 1997 due to a 4.2% increase in revenues and a less than 1%
decrease in apartment expenses. The increase in revenues was
primarily attributable to a 7% increase in rental income. The
decrease in apartment expenses is primarily attributable to a
decrease in maintenance expenses and property taxes. Average
occupancy for the nine-month period ended September 30, 1998
increased to 97%, compared to 94% for the same period in 1997.
During the nine-month period ended September 30, 1998, the
Partnership expended $176,000 on property improvements, including
$134,000 capitalized for accounting purposes. Of the $134,000
capitalized costs, approximately $98,000 was paid for major
roofing replacement and exterior painting. The Managing General
Partner anticipates slightly higher levels of property
improvements will be necessary in 1998, as compared to the year
ended December 31, 1997, in order to maintain the property's
competitive position.
Consolidated Statements of Operations-Other Income and Deductions
Other income was $220,000 and $266,000, respectively, for the
nine-month periods ended September 30, 1998 and 1997. The
decrease was primarily due to decreases in laundry income, tenant
late charge income, interest income and lease breakage income.
The terms of the mortgage loans require the borrowers to make
equal installment payments over the term of the loans. Each
payment consists of interest on the unpaid balance of the loans
and a reduction of loan principal. The interest paid on these
loans decreases each period, while the portion applied to the
loan principal increases each period. As a result, interest
expense was $1,299,000 and $1,321,000, respectively, and
principal paid was $286,000 and $264,000, respectively, for the
nine-month periods ended September 30, 1998 and 1997.
Depreciation expense for the nine-month periods ended September
30, 1998 and 1997 was $926,000 and $876,000, respectively.
Amortization expense for the nine-month periods ended September
30, 1998 and 1997 was $73,000.
For the nine-month periods ended September 30, 1998 and 1997,
of the total property improvements in the aggregate amounts of
$814,000 and $782,000, respectively, $287,000 and $194,000,
respectively, were classified as refurbishment expenses for
financial statement purposes. The remaining balances of $527,000
and $588,000, respectively, were capitalized for financial
statement purposes.
Interest income for the nine-month periods ended September 30,
1998 and 1997 was $58,000 and 59,000, respectively. ORP's
partnership administrative expenses for the nine-month periods
ended September 30, 1998 and 1997 were $145,000 and $151,000,
respectively.
<PAGE 10>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Year 2000 Compliance
In accordance with the SEC's interpretive release "Statement
of the Commission Regarding Disclosure of Year 2000 Issues and
Consequences by Public Companies...," the Managing General Partner
of ORP has upgraded and tested the principal system on which ORP
relies and believes that they are Year 2000 compliant as of this
date. The Managing General Partner is currently contacting third
parties with whom ORP does business to evaluate their exposure to
year 2000 issues. In addition, the Managing General Partner is
in the process of determining the risks associated with a third
party service provider failure and is developing contingency
plans. The Managing General Partner believes that such analysis
will take approximately 180 days to complete. The Managing
General Partner is committed to making ORP's transition into the
next millenium a smooth one.
<PAGE 11>
<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 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98 6/30/98 9/30/98
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 96% 97% 98% 94% 91% 94% 97%
Dearborn, Michigan
The Landings 10/31/84 86% 91% 94% 93% 94% 96% 96%
Indianapolis, Indiana
Raven Hill 12/24/86 94% 97% 97% 98% 98% 97% 97%
Burnsville, Minnesota
Shadow Oaks 02/07/85 94% 92% 95% 98% 97% 96% 98%
Tampa, Florida
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Summary of Project Data (in thousands)
- ------------------------------------------------------------------------------------------------------------------------
1998 Operating Results through 9/30/98 (in thousands)
--------------------------------------------------------------------------------
Average Rent Collected<F1> NOI NOI
-------------------------- Before Property Before
Property/ No. of September September Apartment Apartment Improvements & Property Debt
Location Units 1998 1997 Revenues Expenses Debt Service Improvements<F2> Service
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 244 $1,000 $954 $2,074 $ 807 $1,267 $235 $1,032
Dearborn, Michigan
The Landings 150 $ 620 $611 816 401 415 141 274
Indianapolis, Indiana
Raven Hill 304 $ 730 $694 1,984 971 1,013 262 751
Burnsville, Minnesota
Shadow Oaks 200 $ 484 $456 886 457 429 176 253
Tampa, Florida
- ------------------------------------------------------------------------------------------------------------------------
Total 898 $5,760 $2,636 $3,124 $814 $2,310
- ------------------------------------------------------------------------------------------------------------------------
<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 $527,000 incurred
during the nine-month period ended September 30, 1998.
</FN>
</TABLE>
<PAGE 12>
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
(Unaudited)
- --------------------------------------------------------------------
<S> <C> <C>
Assets
Investment properties, at cost
Land $ 3,681 $ 3,681
Buildings and improvements, net
of accumulated depreciation
of $15,753 and $14,827,
respectively 20,343 20,742
- --------------------------------------------------------------------
Total Investment Properties 24,024 24,423
- --------------------------------------------------------------------
Cash and cash equivalents 1,118 1,068
Working capital reserve 204 435
Tenant security deposits 176 163
Deferred costs, net of amortization
of $2,566 and $2,493, respectively 351 424
Other assets 1,323 1,028
- --------------------------------------------------------------------
3,172 3,118
- --------------------------------------------------------------------
Total Assets $27,196 $27,541
====================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $20,859 $21,145
Accounts payable and accrued
expenses 480 471
Distributions payable 0 243
Other liabilities 675 560
Tenant security deposits 176 163
- --------------------------------------------------------------------
Total Liabilities 22,190 22,582
- --------------------------------------------------------------------
Partners' Capital
General Partners (1,023) (1,032)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714
Assignee Units issued and 24,235
outstanding at September 30, 1998
and 24,325 outstanding at
December 31, 1997) 6,028 5,990
- --------------------------------------------------------------------
Total Partners' Capital 5,006 4,959
- --------------------------------------------------------------------
Total Liabilities and
Partners' Capital $27,196 $27,541
====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE 13>
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statements of Operations (in thousands, except Net
Income per Assignee Unit and weighted average number of Assignee
Units Outstanding) (Unaudited)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months Nine months
ended ended
September 30, September 30,
--------------- ---------------
1998 1997 1998 1997
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Apartment Revenues
Rental income $1,897 $1,811 $5,540 $5,315
Other income 93 69 220 266
- --------------------------------------------------------------------
Total Apartment
Revenues 1,990 1,880 5,760 5,581
- --------------------------------------------------------------------
Apartment Expenses
Maintenance 321 324 877 893
Operating 146 143 453 485
Administrative 120 114 352 324
Property management fees 99 94 288 278
Property taxes 199 213 569 673
Marketing 38 30 97 87
- --------------------------------------------------------------------
Total Apartment Expenses 923 918 2,636 2,740
- --------------------------------------------------------------------
Net Operating Income 1,067 962 3,124 2,841
- --------------------------------------------------------------------
Other Deductions
Interest expense 431 438 1,299 1,321
Depreciation and
amortization 338 316 999 951
Refurbishment expenses 110 80 287 194
Interest income (19) (19) (58) (59)
Partnership
administrative expenses 48 39 145 151
- --------------------------------------------------------------------
Total Other Deductions 908 854 2,672 2,558
- --------------------------------------------------------------------
Net Income $ 159 $ 108 $ 452 $ 283
====================================================================
Net Income Allocated to
Assignee Unit Holders $ 156 $ 106 $ 443 $ 277
====================================================================
Net Income per Assignee Unit $ 6.54 $ 4.31 $18.21 $11.25
====================================================================
Weighted average number of
Assignee Units Outstanding 24,306 24,580 24,319 24,631
====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE 14>
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statement of Partners' Capital (in thousands)
(Unaudited)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
For the period December 31, 1997 through September 30, 1998
-----------------------------------------------------------
Limited Partners'Interests
------------------------------
Assignee Assignor
Unit Limited General
Holders Partner Partners Total
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1997 $5,990 $1 $(1,032) $4,959
Net income,
September 30, 1998 443 0 9 452
Distribution to Assignee
Unit Holders (365) 0 0 (365)
Purchase of Assignee Units (40) 0 0 (40)
- ---------------------------------------------------------------------
Balance, September 30, 1998 $6,028 $1 $(1,023) $5,006
=====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE 15>
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months Ended September 30,
------------------------------------
1998 1997
- --------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net income $ 452 $ 283
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 999 951
Changes in assets and liabilities:
Tenant security deposits liability 13 32
Tenant security deposits (13) (32)
Other assets (295) (194)
Accounts payable and accrued expenses 9 137
Other liabilities 115 111
- --------------------------------------------------------------------
Net cash provided by operating activities 1,280 1,288
- --------------------------------------------------------------------
Investing activities
Working capital reserve 231 (45)
Additions to investment properties (527) (588)
- --------------------------------------------------------------------
Net cash provided by (used in)
investing activities (296) (633)
- --------------------------------------------------------------------
Financing activities
Distributions paid (608) (432)
Mortgage principal paid (286) (264)
Purchase of Assignee Units (40) (45)
- --------------------------------------------------------------------
Net cash used in financing activities (934) (741)
- --------------------------------------------------------------------
Net increase (decrease) in cash
and cash equivalents 50 (86)
Cash and cash equivalents, beginning
of period 1,068 1,106
- --------------------------------------------------------------------
Cash and cash equivalents, end of period $1,118 $1,020
====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE 16>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Note 1. Financial Statements.
The consolidated financial statements reflect all adjustments
which, in the opinion of Oxford Residential Properties I
Corporation, the managing general partner (the "Managing General
Partner") of Oxford Residential Properties I Limited Partnership
("ORP" or the "Partnership"), are necessary to present fairly the
Partnership's Consolidated Balance Sheets as of September 30,
1998 and December 31, 1997, the Consolidated Statements of
Operations for the three- and nine-month periods ended September
30, 1998 and 1997, the Consolidated Statement of Partners'
Capital as of September 30, 1998, and the Consolidated Statements
of Cash Flows for the nine-month periods ended September 30, 1998
and 1997, 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, 1997.
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.
Expense reimbursements are for an affiliate's 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, 1998, were approximately $89,000
for administrative and accounting-related costs, compared to
$52,000 for the same period in 1997.
An affiliate of NHP Management Company, the property manager,
has a separate services agreement with Oxford Realty Financial
Group, Inc. ("ORFG"), an affiliate of the Managing General
Partner, 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.
An affiliate of ORP and its managing general partner, Oxford
Residential Properties I Corporation ("Managing General Partner")
owns approximately 20.6% of the outstanding Assignee Units.
Note 3. Other Liabilities.
Other Liabilities. Under the Property Management Agreements
with NHP Management Company, 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 $115,000 and $111,000 for the nine-month
periods ended September 30, 1998 and 1997, respectively, have
been deferred. The Managing General Partner has determined that
the property manager is not an affiliate of the Partnership.
Note 4. 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, 1998, the total outstanding balance of the four
mortgage notes payable was $20,859,000. The properties are in
compliance with their respective debt service agreements as of
September 30, 1998.
The individual outstanding mortgage notes payable as of September
30, 1998, and monthly debt service are as follows:
<PAGE 17>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
Property Collateralizing Debt Outstanding Monthly
(in thousands) Mortgage Debt Service<F1>
- -----------------------------------------------------------------
<S> <C> <C>
Fairlane East, Dearborn, Michigan $ 9,585 $ 81
The Landings, Indianapolis, Indiana 3,159 26
Raven Hill, Burnsville, Minnesota 4,827 41
Shadow Oaks, Tampa, Florida 3,288 28
- -----------------------------------------------------------------
$20,859 $176
=================================================================
<FN>
<F1> Includes principal and interest.
</FN>
</TABLE>
<PAGE 18>
- -----------------------------------------------------------------
Instructions for Investors who wish to reregister or transfer ORP
Assignee Units
- -----------------------------------------------------------------
Please follow the instructions below if you wish to reregister or
transfer ownership of your Oxford Residential Properties I
Limited Partnership ("ORP" or the "Partnership") Assignee Units.
No transfers or sales can be effected without the consent of the
Managing General Partner and the completion of the proper
documents.
To cover the costs associated with processing transfers, MMS
Escrow & Transfer Agency, Inc. ("MMS"), the transfer agent for
ORP, charges $25 for each transfer of ORP Assignee Units
between related parties, and $50 per seller for each transfer
for consideration (sale). The only exception is a transfer to
a surviving joint holder of Assignee Units when the other
joint holder dies, in which case no fee is charged. MMS
charges $150 for the conversion of Assignee Units into a
limited partner interest.
To transfer ownership of Assignee Units held in a Merrill
Lynch account, please have your Merrill Lynch financial
consultant contact Merrill Lynch Partnership Operations in New
Jersey at (201) 557-1619 to request the necessary transfer
documents. Merrill Lynch Partnership Operations will only
accept calls from your financial consultant. YOU MUST HAVE
THE PROPER TRANSFER DOCUMENTS FROM MERRILL LYNCH TO EFFECT A
TRANSFER. Your financial consultant must contact Partnership
Operations, as ORP Investor Services does not send out
transfer papers for Assignee Units held in a Merrill Lynch
account.
Investors who no longer hold their Assignee Units in a Merrill
Lynch account should contact ORP Investor Services at (248)
614-4550 or P.O. Box 7090, Troy, Michigan 48007-9921, to
obtain transfer documents. YOU MUST OBTAIN THE PROPER
TRANSFER DOCUMENTS FROM ORP INVESTOR SERVICES TO EFFECT A
TRANSFER OF ASSIGNEE UNITS WHICH YOU HOLD PERSONALLY.
To redeposit your ORP units into a Merrill Lynch account,
please notify ORP Investor Services in writing after the
Merrill Lynch account has been opened. ORP Investor Services
will then instruct Merrill Lynch to deposit the Assignee Units
into the account.
Please remember to notify ORP Investor Services in writing at
the address below or by calling (248) 614-4550 in the event
you change your mailing address or your financial consultant.
We can then continue to provide you and your representative
with timely information about your investment in Oxford
Residential Properties I Limited Partnership.
The Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, filed with the Securities and Exchange
Commission, is available to Assignee Unit Holders and may be
obtained by writing:
Investor Services
Oxford Residential Properties I Limited Partnership
P.O. Box 7090
Troy, Michigan 48007-9921
(248) 614-4550
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the Consolidated
Balance Sheet at September 30, 1998 (Unaudited) and the Consolidated Statement
of Operations for the nine months ended September 30, 1998 (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-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,322
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,850
<PP&E> 39,777
<DEPRECIATION> 15,753
<TOTAL-ASSETS> 27,196
<CURRENT-LIABILITIES> 1,331
<BONDS> 20,859
0
0
<COMMON> 0
<OTHER-SE> 5,006
<TOTAL-LIABILITY-AND-EQUITY> 27,196
<SALES> 0
<TOTAL-REVENUES> 5,760
<CGS> 0
<TOTAL-COSTS> 2,636
<OTHER-EXPENSES> 1,373
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,299
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 452
<EPS-PRIMARY> 18.21
<EPS-DILUTED> 18.21
</TABLE>
