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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
- ----- THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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, 1999, is
incorporated herein by reference to sequentially numbered pages 6
through 10 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) Report furnished to security holders.
Oxford Residential Properties I Limited Partnership's
Quarterly Report (Unaudited) dated September 30, 1999,
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: 11/12/99 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: 11/12/99 By: /S/ Leo E. Zickler
-------- --------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 11/12/99 By: /S/ Francis P. Lavin
-------- --------------------------------------------
Francis P. Lavin
President
<PAGE 5>
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
September 30, 1999
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, 1999, and its consolidated results of operations
for the three- and nine-month periods ended September 30, 1999,
and its cash flows for the nine-month period ended September 30,
1999. 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 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 price that will be paid will be
established by reference to prevailing secondary market prices,
however, it 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 the Partnership. Since July 1995 and
through November 12, 1999, ORP has purchased, in the aggregate,
2,007 Assignee Units for approximately $789,000.
Liquidity and Capital Resources
Current Position. At September 30, 1999, ORP held
$1,297,000 in cash and cash equivalents and the working capital
reserve, compared to $1,351,000 at December 31, 1998,
representing a decrease of $54,000 or approximately 4%. The
decrease is primarily attributable to the increase in the
properties' net operating incomes after debt service,
refurbishment expenses, and capitalized improvements offset by
the sum of the following: (i) distributions made on March 1,
1999 and on August 30, 1999 to Partners of record as of December
31, 1998 and June 30, 1999 totaling approximately $361,000 and
$357,000, respectively, (ii) the purchase of Assignee Units
totaling approximately $199,000 during the nine-month period
ended September 30, 1999, and (iii) the payment of Partnership
administrative expenses during the nine-month period ended
September 30, 1999 totaling $130,000.
Other Assets shown on the accompanying consolidated Balance
Sheet increased by $276,000 to $1,257,000 at September 30, 1999,
from $981,000 at December 31, 1998. The increase in Other Assets
is primarily a result of an increase in prepaid contracts,
property insurance, and the property tax escrow subaccounts.
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 approximately $1,081,000 at September 30, 1999. 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 $44,000 and
$132,000 at September 30, 1999, respectively, are also included
in Other Assets.
Unamortized deferred costs relating to organization and
refinancing costs (discussed in prior reports) at September 30,
1999 were $277,000 compared to $326,000 at December 31, 1998.
These costs are being amortized over the term of the mortgages.
Accounts payable and accrued expenses shown on the
consolidated Balance Sheet increased by $235,000 to $617,000 at
September 30, 1999, from $382,000 at December 31, 1998, primarily
due to increases in the amount of property taxes accrued at the
end of the current nine-month period.
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 $799,000 were made for the nine months ended September
30, 1999, compared to $814,000 for the same period in 1998. Of
the $799,000 of property improvements, $532,000 was capitalized
for financial statement purposes for the nine months ended
September 30, 1999, compared to $527,000 of the $814,000 of
property improvements for the same period in 1998.
<PAGE 7>
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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, 1999 and December 31, 1998,
deferred property management fees to NHP amounted to $833,000 and
$712,000, 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, 1999, and 1998, is as follows:
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
(in thousands) (in thousands)
Three months ended Nine months ended
September 30, September 30,
------------------- ------------------
Property 1999 1998 1999 1998
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairlane East,
Dearborn, MI $ 406 $ 434 $1,348 $1,267
The Landings,
Indianapolis, IN 98 126 345 415
Raven Hill,
Burnsville, MN 387 351 1,107 1,013
Shadow Oaks,
Tampa, FL 139 156 422 429
- -----------------------------------------------------------------
Total Net Operating
Income $1,030 $1,067 $3,222 $3,124
=================================================================
</TABLE>
Three months ended September 30, 1999 versus three months ended
September 30, 1998
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,
1999, decreased by approximately 3.5% compared to the quarter
ended September 30, 1998. Set forth below is a discussion of the
properties which compares their respective operations for the
three-month periods ended September 30, 1999 and 1998.
Fairlane East
Fairlane East's net operating income for the quarter ended
September 30, 1999 decreased by 6.5% from the same period in 1998
due to a 2.2% increase in revenues offset by a 14.7% increase in
apartment expenses. The increase in revenues is primarily
attributable to a 3.3% increase in rental income caused by higher
occupancy for the quarter. The property's apartment expense
increase is primarily attributable to increases in operating
expenses, specifically personal property taxes, administrative
expenses, and property taxes. For the three-month period ended
September 30, 1999, average occupancy increased to 98% compared
to 97% for the same period in 1998. During the three-month
period ended September 30, 1999, the Partnership expended $80,000
on property improvements, including $61,000 capitalized for
accounting purposes.
The Landings
The Landings' net operating income for the quarter ended
September 30, 1999 decreased by 22.2% from the same period in
1998 due to a 5.9% decrease in revenues and a 7.7% increase in
apartment expenses. The decrease in revenues is primarily
attributable to higher vacancies for the quarter. Approximately
3,700 newly constructed apartment units have been introduced
throughout the Indianapolis area over the past quarter, which in
turn has diminished the appeal of the more aged apartment
inventory. The increase in apartment expenses is primarily due
to increases in maintenance expenses, specifically decorating
repairs caused by higher tenant turnover, marketing expenses, and
administrative expenses. For the three-month period ended
September 30, 1999, average occupancy decreased to 93% compared
to 96% for the same period in 1998. During the three-month
period ended September 30, 1999, the Partnership expended $66,000
on property improvements, including $44,000 capitalized for
accounting purposes.
<PAGE 8>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Raven Hill
Raven Hill's net operating income for the quarter ended
September 30, 1999 increased by approximately 10.3% from the same
period in 1998 due to a 4.2% increase in revenues and a 2.4%
decrease in apartment expenses. The increase in revenues is
primarily attributable to a 5.6% increase in rental income caused
by the property's ability to increase rents while maintaining a
high level of occupancy. The decrease in apartment expenses is
primarily attributable to decreases in maintenance and
administrative expenses. For the quarter ended September 30,
1999, average occupancy increased to 98% compared to 97% for the
same period in 1998. During the three-month period ended
September 30, 1999, the Partnership expended $74,000 on property
improvements, including $41,000 capitalized for accounting
purposes.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended
September 30, 1999 decreased by 10.9% from the same period in
1998 due to a less than 1% decrease in revenues and a 10.1%
increase in apartment expenses. The decrease in revenues is due
to higher vacancies during the quarter. The increase in
apartment expenses is primarily due to increases in maintenance
expenses, specifically decorating contract and carpet cleaning
expenses, and property taxes. Competition has stiffened within
the Tampa area due to the notable increase in new construction
during the past year, thus creating a more competitive leasing
environment. For the three-month period ended September 30,
1999, average occupancy decreased to 95% compared to 98% for the
same period in 1998. During the three-month period ended
September 30, 1999, the Partnership expended $49,000 on property
improvements, including $27,000 capitalized for accounting
purposes.
Nine months ended September 30, 1999 versus nine months ended
September 30, 1998
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, 1999, increased by $98,000, or 3.1% compared to the
same period ended September 30, 1998. Set forth below is a
discussion of the properties which compares their respective
operations for the nine-month periods ended September 30, 1999
and 1998.
Fairlane East
Fairlane East's net operating income for the nine months
ended September 30, 1999 increased by 6.4% from the same period
in 1998 due to a 7.7% increase in revenues offset by a 9.6%
increase in apartment expenses. The increase in revenues was
primarily attributable to the property's on-going ability to
change its rent structure by adjusting rents on specific unit
types. The property's apartment expense increase is primarily
attributable to an increase in maintenance expenses, specifically
snow removal, grounds, and decorating contract expenses, and
administrative expenses. Average occupancy for the nine-months
ended September 30, 1999 increased to 97%, compared to 94% for
the same period in 1998. The weighted average rent collected for
the month ended September 30, 1999 increased by less than 1% to
$1,009, compared to $1,000 for the same period in 1998. During
the nine-month period ended September 30, 1999, the Partnership
expended $277,000 on property improvements, including $208,000
capitalized for accounting purposes. Of the $208,000 capitalized
costs, approximately $99,000 was paid for major cabinet and
countertop replacement in many of the units. The Managing
General Partner anticipates slightly higher spending levels on
property improvements for the remainder of 1999, as compared to
the year ended December 31, 1998, to improve its competitive
position.
The Landings
The Landings' net operating income for the nine-months ended
September 30, 1999 decreased by 16.9% from the same period in
1998 due to a less than 1% increase in revenues offset by a 17.6%
increase in apartment expenses. As previously reported, in March
1998, the property received a $38,000 property tax refund which
was applied directly against property tax expense, and thus
significantly reduced the overall apartment expenses for the nine
months ended 1998. The Landings did not receive any property
tax refunds during the nine-months ended September 30, 1999.
Excluding the impact of the refund from both periods, total
apartment expenses and net operating income for the nine months
ended September 30, 1999 would have increased/(decreased) by 7.5%
<PAGE 9>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
and (8.4%), respectively, from the same period last year.
Average occupancy for the nine-months ended September 30, 1999
decreased to 94%, compared to 95% for the same period in 1998.
The weighted average rent collected for the month ended September
30, 1999 decreased by 3.9% to $596, compared to $620 for the same
period in 1998. During the nine-month period ended September 30,
1999, the Partnership expended $135,000 on property improvements,
including $79,000 capitalized for accounting purposes. The
Managing General Partner anticipates slightly lower spending
levels on property improvements for the remainder of 1999, as
compared to the year ended December 31, 1998.
Raven Hill
Raven Hill's net operating income for the nine months ended
September 30, 1999 increased by approximately 9.3% from the same
period in 1998 due to a 5.7% increase in revenues offset by a
2.1% increase in apartment expenses. The increase in revenues is
attributable to a 5.3% increase in rental income due to a
stronger rental market. The increase in apartment
expenses is primarily attributable to increases in operating and
administrative expenses. Average occupancy for the nine months
ended September 30, 1999 and 1998 was 98% and 97%, respectively.
The weighted average rent collected for the month ended September
30, 1999 increased by 4.5% to $763, compared to $730 for the same
period in 1998. During the nine-month period ended September 30,
1999, the Partnership expended $266,000 for property improvements
of which $190,000 was capitalized for accounting purposes. Of
the $190,000 of capitalized costs, approximately $137,000 was
paid for major interior painting and carpeting of two of Raven
Hills' four apartment buildings. The Managing General Partner
anticipates slightly higher spending levels on property
improvements for the remainder of 1999, as compared to the year
ended December 31, 1998.
Shadow Oaks
Shadow Oaks' net operating income for the nine months ended
September 30, 1999 decreased by 1.6% from the same period in 1998
due to a 2% increase in revenues offset by a 5.5% increase in
apartment expenses. The increase in revenues was primarily
attributable to a 2.4% increase in rental income. The increase
in apartment expenses is primarily attributable to an increase in
property taxes due to the reassessment of the property's taxes
for the current tax year. Average occupancy for the nine months
ended September 30, 1999 decreased to 95%, compared to 97% for
the same period in 1998. The weighted average rent collected for
the month ended September 30, 1999 increased by approximately
3.1% to $499, compared to $484 for the same period in 1998.
During the nine-month period ended September 30, 1999, the
Partnership expended $121,000 on property improvements, including
$55,000 capitalized for accounting purposes. The Managing General
Partner anticipates slightly lower spending levels on property
improvements for the remainder of 1999, as compared to the year
ended December 31, 1998.
Consolidated Statements of Operations-Other Income and Deductions
For the nine-month period ended September 30, 1999, ORP's
net income increased by approximately 37% compared to the prior
year comparative period due to a 5.1% increase in revenues offset
by a 2.4% increase in total expenses. Interest income from
operating funds for the nine-month periods ended September 30,
1999 and 1998 was $75,000 and $58,000, respectively. The $17,000
or 29% increase is primarily due to the higher levels of cash
maintained in the operating accounts of the properties in the
portfolio. Other income was $240,000 and $220,000, respectively,
for the nine-month periods ended September 30, 1999 and 1998.
The increase was primarily due to increases in interest income
from the Replacement Reserve Escrow accounts maintained for each
of the properties in the portfolio.
ORP's administrative expenses for the nine-month periods
ended September 30, 1999 and 1998 were $130,000 and $145,000,
respectively.
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
<PAGE 10>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
loan principal increases each period. As a result, interest
expense was $1,274,000 and $1,299,000, respectively, and
principal paid was $311,000 and $286,000 for the nine-month
periods ended September 30, 1999 and 1998, respectively.
Depreciation expense for the nine-month periods ended
September 30, 1999 and 1998 was $958,000 and $926,000,
respectively. The increase in depreciation expense is due to the
increase in property improvements capitalized for accounting
purposes for the nine months ended September 30, 1999 compared to
the same period in 1998. Amortization expense for the nine-month
periods ended September 30, 1999 and 1998 was $49,000 and
$73,000, respectively. The decrease in amortization expense was
due to certain deferred costs relating to organization and
refinancing of the portfolio (discussed in prior reports)
becoming fully amortized as of the current nine-month period
ended.
For the nine-month periods ended September 30, 1999 and
1998, of the total property improvements in the aggregate amounts
of $799,000 and $814,000, respectively, $267,000 and $287,000,
respectively, were classified as refurbishment expenses for
financial statement purposes. The remaining balances of $532,000
and $527,000, respectively, were capitalized for financial
statement purposes.
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 systems 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 be completed in 1999.
THIS REPORT CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995, SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND IS SUBJECT TO THE SAFE
HARBORS CREATED BY THOSE SECTIONS. THESE FORWARD-LOOKING
STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO
FUTURE EVENTS AND FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY
DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING
STATEMENTS, AND WILL BE AFFECTED BY A VARIETY OF RISKS AND
FACTORS. THESE STATEMENTS ARE SUBJECT TO MANY UNCERTAINTIES AND
RISKS, AND SHOULD NOT BE CONSIDERED GUARANTEES OF FINANCIAL
PERFORMANCE. READERS SHOULD REVIEW CAREFULLY ORP's FINANCIAL
STATEMENTS AND THE NOTES THERETO, AS WELL AS RISK FACTORS
DESCRIBED IN THE SEC FILINGS. ORP DISCLAIMS ANY OBLIGATION TO
PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO THESE FORWARD-
LOOKING STATEMENTS WHICH MAY BE MADE TO REFLECT EVENTS OR
CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE FILING OF THE FORM 10 Q
WITH THE SEC OR OTHERWISE TO REVISE OR UPDATE ANY ORAL OR WRITTEN
FORWARD-LOOKING STATEMENT THAT MAY BE MADE FROM TIME TO TIME BY
OR ON BEHALF OF ORP.
<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 6/30/98 9/30/98 12/31/98 3/31/99 6/30/99 9/30/99
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 94% 97% 97% 96% 97% 98%
Dearborn,Michigan
The Landings 10/31/84 96% 96% 94% 93% 96% 93%
Indianapolis,Indiana
Raven Hill 12/24/86 97% 97% 96% 97% 98% 98%
Burnsville,Minnesota
Shadow Oaks 2/07/85 96% 98% 95% 95% 94% 95%
Tampa, Florida
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Summary of Project Data (in thousands)
- ----------------------------------------------------------------------------------------------------------------------------
1999 Operating Results through September 30, 1999
----------------------------------------------------------------------------------
Average Rent
Collected<F1> NOI
-------------------- Before Property NOI
Property/ No. of September September Apartment Apartment Improvements Property Before
Location Units 1999 1998 Revenue Expenses & Debt Service Improvements<F2> Debt Service<F3>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 244 $1,009 $1,000 $2,233 $ 885 $1,348 $277 $1,071
Dearborn, Michigan
The Landings 150 596 620 817 472 345 135 210
Indianapolis, Indiana
Raven Hill 304 763 730 2,098 991 1,107 266 841
Burnsville, Minnesota
Shadow Oaks 200 499 484 904 482 422 121 301
Tampa, Florida
- ----------------------------------------------------------------------------------------------------------------------------
Total 898 $6,052 $2,830 $3,222 $799 $2,423
============================================================================================================================
<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 $532,000 incurred during the
nine months ended September 30, 1999.
<F3> The total of $2,423,000 is $113,000 (4.9%) greater than the comparable total for the nine months ending
September 30, 1998.
</FN>
</TABLE>
<PAGE 12>
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
(Unaudited)
- --------------------------------------------------------------------
<S> <C> <C>
Assets
Investment properties, at cost
Land $ 3,681 $ 3,681
Buildings and improvements, net
of accumulated depreciation
of $17,035 and $16,077,
respectively 19,985 20,411
- --------------------------------------------------------------------
Total Investment Properties 23,666 24,092
- --------------------------------------------------------------------
Cash and cash equivalents 1,212 1,288
Working capital reserve 85 63
Tenant security deposits 179 176
Deferred costs, net of amortization
of $2,640 and $2,591, respectively 277 326
Other assets 1,257 981
- --------------------------------------------------------------------
3,010 2,834
- --------------------------------------------------------------------
Total Assets $26,676 $26,926
====================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $20,449 $20,760
Accounts payable and accrued
expenses 617 382
Distributions payable 0 361
Other liabilities 833 712
Tenant security deposits 179 176
- --------------------------------------------------------------------
Total Liabilities 22,078 22,391
- --------------------------------------------------------------------
Partners' Capital
General Partners (1,012) (1,024)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714
Assignee Units issued and 23,723
outstanding for September 30, 1999
24,091 outstanding for
December 31, 1998) 5,609 5,558
- --------------------------------------------------------------------
Total Partners' Capital 4,598 4,535
- --------------------------------------------------------------------
Total Liabilities and
Partners' Capital $26,676 $26,926
====================================================================
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,
-------------- --------------
1999 1998 1999 1998
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Apartment Revenues
Rental income $1,944 $1,897 $5,812 $5,540
Other income 72 93 240 220
- --------------------------------------------------------------------
Total Apartment Revenues 2,016 1,990 6,052 5,760
- --------------------------------------------------------------------
Apartment Expenses
Maintenance 346 321 958 877
Operating 161 146 490 453
Administrative 131 120 386 352
Property management fees 100 99 299 288
Property taxes 216 199 603 569
Marketing 32 38 94 97
- --------------------------------------------------------------------
Total Apartment Expenses 986 923 2,830 2,636
- --------------------------------------------------------------------
Net Operating Income 1,030 1,067 3,222 3,124
- --------------------------------------------------------------------
Other Deductions
Interest expense 423 431 1,274 1,299
Depreciation and
amortization 347 338 1,007 999
Refurbishment expenses 95 110 267 287
Interest income (24) (19) (75) (58)
Partnership
administrative expenses 42 48 130 145
- --------------------------------------------------------------------
Total Other Deductions 883 908 2,603 2,672
- --------------------------------------------------------------------
Net Income $ 148 $ 159 $ 619 $ 452
====================================================================
Net Income Allocated to
Assignee Unit Holders $ 145 $ 156 $ 607 $ 443
====================================================================
Net Income per Assignee Unit $ 6.10 $ 6.54 $25.90 $18.21
====================================================================
Weighted average number of
Assignee Units Outstanding 23,773 24,306 23,901 24,319
====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE 14>
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statement of Partners' Capital (in thousands)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
For the period ended September 30, 1999
-----------------------------------------------
Limited Partners'
Interests
----------------------
Assignee Assignor
Unit Limited General
Holders Partner Partners Total
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1998 $5,558 $1 $(1,024) $4,535
- --------------------------------------------------------------------
Net income,
September 30, 1999 607 0 12 619
Distribution to Assignee (357) 0 0 (357)
Unit Holders
Purchase of Assignee Units (199) 0 0 (199)
- --------------------------------------------------------------------
Balance, September 30, 1999
(Unaudited) $5,609 $1 $(1,012) $4,598
====================================================================
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,
------------------------------------
1999 1998
- --------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net income $ 619 $ 452
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 1,007 999
Changes in assets and liabilities:
Tenant security deposits liability 3 13
Tenant security deposits (3) (13)
Other assets (276) (295)
Accounts payable and accrued expenses 235 9
Other liabilities 121 115
- --------------------------------------------------------------------
Net cash provided by operating activities 1,706 1,280
- --------------------------------------------------------------------
Investing activities
Working capital reserve (22) 231
Additions to investment properties (532) (527)
- --------------------------------------------------------------------
Net cash used in investing activities (554) (296)
- --------------------------------------------------------------------
Financing activities
Distributions paid (718) (608)
Mortgage principal paid (311) (286)
Purchase of Assignee Units (199) (40)
- --------------------------------------------------------------------
Net cash used in financing activities (1,228) (934)
- --------------------------------------------------------------------
Net decrease in cash and cash equivalents (76) (50)
Cash and cash equivalents, beginning
of period 1,288 1,068
- --------------------------------------------------------------------
Cash and cash equivalents, end of period $1,212 $1,118
====================================================================
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, 1999 and December 31, 1998, the Consolidated
Statements of Operations for the three- and nine-month periods
ended September 30, 1999 and 1998, the Consolidated Statement of
Partners' Capital as of September 30, 1999, and the Consolidated
Statements of Cash Flows for the nine-month periods ended
September 30, 1999 and 1998, 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, 1998.
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, 1999, were
approximately $62,000 for administrative and accounting-related
costs, compared to $89,000 for the same period in 1998.
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.
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 $121,000 and $115,000 for the nine-month
periods ended September 30, 1999 and 1998, respectively, have
been deferred.
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, 1999, the total outstanding balance of the four
mortgage notes payable was $20,449,000. The properties are in
compliance with their respective debt service agreements as of
September 30, 1999.
<Page 17>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
The individual outstanding mortgage notes payable as of September
30, 1999, 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 $ 9,396 $ 81
The Landings, Indianapolis, Indiana 3,097 26
Raven Hill, Burnsville, Minnesota 4,732 41
Shadow Oaks, Tampa, Florida 3,224 28
- -----------------------------------------------------------------
$20,449 $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, 1999, filed with the Securities and Exchange
Commission, is available to Assignee Unit Holders and may be
obtained by writing:
Investor Services
Oxford Residential Properties I Limited Partnership
P.O. Box 7090
Troy, Michigan 48007-9921
(248) 614-4550
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the Consolidated Balance Sheet at September 30, 1999
(Unaudited) and the Consolidated Statement of Operations for the
nine months ended September 30, 1999 (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-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,297
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,713
<PP&E> 40,701
<DEPRECIATION> 17,035
<TOTAL-ASSETS> 26,676
<CURRENT-LIABILITIES> 1,629
<BONDS> 20,449
0
0
<COMMON> 0
<OTHER-SE> 4,598
<TOTAL-LIABILITY-AND-EQUITY> 26,676
<SALES> 0
<TOTAL-REVENUES> 6,052
<CGS> 0
<TOTAL-COSTS> 3,222
<OTHER-EXPENSES> 1,329
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,274
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 619
<EPS-BASIC> 25.90
<EPS-DILUTED> 25.90
</TABLE>
