===================================================================
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 March 31, 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 11 through 16 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-month period ended March 31, 1999, is
incorporated herein by reference to sequentially numbered pages 6
through 9 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 11 through 16).
(20) Report furnished to security holders.
Oxford Residential Properties I Limited Partnership's
Quarterly Report (Unaudited) dated March 31, 1999, follows
on sequentially numbered pages 5 through 17 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: 05/14/99 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: 05/14/99 By: /s/ Leo E. Zickler
-------- -------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 05/14/99 By: /s/ Francis P. Lavin
-------- -------------------------------------------
Francis P. Lavin
President
<PAGE 5>
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
March 31, 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 March
31, 1999, and its consolidated results of operations and cash
flows for the quarter ended March 31, 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 prices that will be paid will be
established by reference to prevailing secondary market prices
that 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
April 30, 1999, ORP has purchased, in the aggregate, 1,806
Assignee Units for approximately $676,000.
Liquidity and Capital Resources
Current Position. At March 31, 1999, ORP held $1,173,000 in
cash and cash equivalents and the working capital reserve,
compared to $1,351,000 at December 31, 1998. The decrease of
$178,000 is primarily attributable to the properties' net
operating incomes after debt service, refurbishment expenses, and
capitalized improvements being exceeded by the sum of the
following: (i) distributions made on February 28, 1998 to
Partners of record as of December 31, 1998 totaling approximately
$361,000, (ii) the purchase of Assignee Units totaling
approximately $62,000, and (iii) the payment of Partnership
administrative expenses during the quarter ended March 31, 1999
totaling $24,000.
Other Assets shown on the accompanying consolidated Balance
Sheet increased by $241,000 to $1,222,000 at March 31, 1999, from
$981,000 at December 31, 1998. The increase in Other Assets is
primarily a result of an increase in prepaid 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 $900,000 at March 31, 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 $56,000 and $266,000 at
March 31, 1999, respectively, are also included in Other Assets.
Unamortized deferred costs relating to organization and
refinancing costs (discussed in prior reports) at March 31, 1999
were $309,000, 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 $149,000 to $531,000 at
March 31, 1999, from $382,000 at December 31, 1998, primarily
due to increases in the amount of property taxes accrued at the
end of the quarter.
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 $234,000 were made for the quarter ended March 31,
1999, compared to $168,000 for the same period in 1998. Of the
$234,000 of property improvements, $176,000 was capitalized for
financial statement purposes for the quarter ended March 31,
1999, compared to $119,000 of the $168,000 of property
improvements for the same period in 1998.
<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 March 31, 1999 and December 31, 1998, deferred property
management fees to NHP amounted to $751,000 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 quarter ended March 31, 1999,
as compared to the quarter ended March 31, 1998, is as follows:
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
(in thousands)
Three months ended March 31,
----------------------------
Property 1999 1998
- -----------------------------------------------------------------
<S> <C> <C>
Fairlane East, Dearborn, MI $ 445 $ 412
The Landings, Indianapolis, IN 136 170
Raven Hill, Burnsville, MN 347 318
Shadow Oaks, Tampa, FL 138 133
- -----------------------------------------------------------------
Total Net Operating Income $1,066 $1,033
=================================================================
</TABLE>
Three months ended March 31, 1999
versus three months ended March 31, 1998
In the aggregate, the net operating income, before debt
service, refurbishment expenses, and capitalized property
improvements, reported by ORP for the quarter ended March 31,
1999, increased by 3.2% compared to the quarter ended March 31,
1998. Set forth below is a discussion of the properties which
compares their respective operations for the three-month periods
ended March 31, 1999 and 1998.
Fairlane East
Fairlane East's net operating income for the quarter ended
March 31, 1999 increased by 8.0% from the same period in 1998 due
to a 10.6% increase in revenues offset by a 14.9% increase in
apartment expenses. The increase in revenues was primarily
attributable to the property's on-going ability to change its
rent structure, adjusting rents on specific unit types, resulting
in occupancy increases and higher gross rental revenue throughout
the first quarter. The property's apartment expense increase is
primarily attributable to an increase in maintenance expenses,
specifically, snow removal expenses. Average occupancy for the
quarter ended March 31, 1999 increased to 96%, compared to 91%
for the same period in 1998. The property has achieved a
substantial improvement in occupancy since the lower than
expected occupancy rates during the first half of 1998. The
weighted average rent collected for the month ended March 31,
1999 increased by 5.7% to $1,025, compared to $970 for the same
period in 1998. During the three-month period ended March 31,
1999, the Partnership expended $101,000 on property improvements,
including $77,000 capitalized for accounting purposes. Of the
$77,000 capitalized costs, approximately $56,000 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 in 1999, as compared
to the year ended December 31, 1998, to improve its competitive
position.
The Landings
The Landings' net operating income for the quarter ended March
31, 1999 decreased by 20.0% from the same period in 1998 due to a
3.5% increase in revenues offset by nearly a 47% 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 total apartment expenses for that quarter.
The Landings did not receive any property tax refunds in the
first quarter of 1999. Excluding the impact of the refund from
both periods, total apartment expenses and net operating income
for the quarter ended March 31, 1999 would have increased 4.2%
and 2.8%, respectively, from the same period last year. Average
<PAGE 8>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
occupancy for the quarter ended March 31, 1999 decreased to 93%,
compared to 94% for the same period in 1998. The weighted
average rent collected for the month ended March 31, 1999
increased by 4.8% to $629, compared to $600 for the same period
in 1998. During the three-month period ended March 31, 1999, the
Partnership expended $28,000 on property improvements, including
$14,000 capitalized for accounting purposes. The Managing
General Partner anticipates slightly lower spending levels on
property improvements in 1999, as compared to the year ended
December 31, 1998.
Raven Hill
Raven Hill's net operating income for the quarter ended March
31, 1999 increased by approximately 9.1% from the same period in
1998 due to a 4.5% increase in revenues and a less than 1%
decrease in apartment expenses. The increase in revenues is
primarily attributable to an increase in rental income. Average
occupancy for the quarter ended March 31, 1999 decreased to 97%,
compared to 98% for the same period in 1998. The weighted
average rent collected for the month ended March 31, 1999
increased by 4.8% to $749, compared to $715 for the same period
in 1998. During the three-month period ended March 31, 1999, the
Partnership expended $76,000 for property improvements, including
$71,000 capitalized for accounting purposes. Of the $71,000
capitalized costs, approximately $61,000 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 in 1999,
as compared to the year ended December 31, 1998.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended March
31, 1999 increased by 3.8% from the same period in 1998 due to an
approximately 2.0% increase in revenues and a less than 1%
increase in apartment expenses. The increase in revenues was
primarily attributable to a 1.7% increase in rental income, as
well as a 5.6% increase in other income. Average occupancy for
the quarter ended March 31, 1999 decreased to 95%, compared to
97% for the same period in 1998. The weighted average rent
collected for the month ended March 31, 1999 increased by 2.3% to
$482, compared to $471 for the same period in 1998. During the
three-month period ended March 31, 1999, the Partnership
expended $29,000 on property improvements, including $13,000
capitalized for accounting purposes. The Managing General Partner
anticipates slightly lower spending levels on property
improvements in 1999, as compared to the year ended December 31,
1998.
Consolidated Statements of Operations-Other Income and Deductions
For the three-month period ended March 31, 1999, ORP's net
income increased by approximately 34% compared to the prior year
comparative period due to a 3.1% increase in revenues and a 4%
decrease in total expenses. Interest income for the three-month
periods ended March 31, 1999 and 1998 was $19,000 and $17,000,
respectively. Other income was $61,000 and $57,000, respectively,
for the three-month periods ended March 31, 1999 and 1998. The
increase was primarily due to increases in lease breakage
income and application fees from prospective tenants.
ORP's administrative expenses for the three-month periods
ended March 31, 1999 and 1998 were $24,000 and $44,000,
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
loan principal increases each period. As a result, interest
expense was $427,000 and $435,000, respectively, and principal
paid was $102,000 and $93,000 for the three-month periods ended
March 31, 1999 and 1998, respectively.
Depreciation expense for the three-month periods ended March
31, 1999 and 1998 was $299,000 and $304,000, respectively.
Amortization expense for the three-month periods ended March 31,
1999 and 1998 was $17,000 and $24,000, respectively.
<PAGE 9>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
For the three-month periods ended March 31, 1999 and 1998, of
the total property improvements in the aggregate amounts of
$234,000 and $168,000, respectively, $58,000 and $49,000,
respectively, were classified as refurbishment expenses for
financial statement purposes. The remaining balances of $176,000
and $119,000, 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 10>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Average Occupancy
- ------------------------------------------------------------------------------------------------------------------------
The average occupancy for each of the four investment properties is shown in the following chart:
For the Quarter Ended
Property/ Acquisition -----------------------------------------------------
Location Date 3/31/98 6/30/98 9/30/98 12/31/98 3/31/99
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 91% 94% 97% 97% 96%
Dearborn, Michigan
The Landings 10/31/84 94% 96% 96% 94% 93%
Indianapolis, Indiana
Raven Hill 12/24/86 98% 97% 97% 96% 97%
Burnsville, Minnesota
Shadow Oaks 02/07/85 97% 96% 98% 95% 95%
Tampa, Florida
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Summary of Project Data (in thousands)
- ------------------------------------------------------------------------------------------------------------------------
1999 Operating Results through 3/31/99 (in thousands)
______________________________________________________________________
Average NOI
Rent Collected<F1> Before NOI
------------------- Property Before
Property/ No. of March March Apartment Apartment Improvements Property Debt
Location Units 1999 1998 Revenues Expenses & Debt Service Improvements<F2> Service<F3>
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 244 $1,025 $970 $ 729 $ 284 $ 445 $101 $344
Dearborn, Michigan
The Landings 150 629 600 272 136 136 28 108
Indianapolis, Indiana
Raven Hill 304 749 715 681 334 347 76 271
Burnsville, Minnesota
Shadow Oaks 200 482 471 297 159 138 29 109
Tampa, Florida
- ------------------------------------------------------------------------------------------------------------------------
Total 898 $1,979 $ 913 $1,066 $234 $832
========================================================================================================================
<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 $176,000 incurred during
the quarter ended March 31, 1999.
<F3> The total of $832,000 is $33,000 (4.0%) lower than the comparable total for the quarter ending March 31, 1999.
</FN>
</TABLE>
<PAGE 11>
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31, 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 $16,376 and $16,077,
respectively 20,288 20,411
- --------------------------------------------------------------------
Total Investment Properties 23,969 24,092
- --------------------------------------------------------------------
Cash and cash equivalents 719 1,288
Working capital reserve 454 63
Tenant security deposits 178 176
Deferred costs, net of amortization
of $2,608 and $2,591, respectively 309 326
Other assets 1,222 981
- --------------------------------------------------------------------
2,882 2,834
- --------------------------------------------------------------------
Total Assets $26,851 $26,926
====================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $20,658 $20,760
Accounts payable and accrued
expenses 531 382
Distributions payable 0 361
Other liabilities 751 712
Tenant security deposits 178 176
- --------------------------------------------------------------------
Total Liabilities 22,118 22,391
- --------------------------------------------------------------------
Partners' Capital
General Partners (1,019) (1,024)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714
Assignee Units issued and 23,978
outstanding for March 31, 1999;
24,091 outstanding for
December 31, 1998) 5,751 5,558
- --------------------------------------------------------------------
Total Partners' Capital 4,733 4,535
- --------------------------------------------------------------------
Total Liabilities and
Partners' Capital $26,851 $26,926
====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE 12>
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 ended March 31,
----------------------------
1999 1998
- --------------------------------------------------------------------
<S> <C> <C>
Apartment Revenues
Rental income $ 1,918 $ 1,808
Other income 61 57
- --------------------------------------------------------------------
Total Apartment Revenues 1,979 1,865
- --------------------------------------------------------------------
Apartment Expenses
Maintenance 279 249
Operating 184 180
Administrative 119 114
Property management fees 97 94
Property taxes 202 169
Marketing 32 26
- --------------------------------------------------------------------
Total Apartment Expenses 913 832
- --------------------------------------------------------------------
Net Operating Income 1,066 1,033
- --------------------------------------------------------------------
Other Deductions
Interest expense 427 435
Depreciation and amortization 316 328
Refurbishment expenses 58 49
Interest income (19) (17)
Partnership administrative expenses 24 44
- --------------------------------------------------------------------
Total Other Deductions $ 806 $ 839
- --------------------------------------------------------------------
Net Income $ 260 $ 194
====================================================================
Net Income Allocated to Assignee Unit
Holders $ 255 $ 190
====================================================================
Net Income per Assignee Unit $ 10.60 $ 7.81
====================================================================
Weighted average number of Assignee
Units Outstanding 24,063 24,325
====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE 13>
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Statement of Partners' Capital (in thousands)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
For the period ended March 31, 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, March 31, 1999 255 0 5 260
Purchase of Assignee Units (62) 0 0 (62)
- --------------------------------------------------------------------
Balance, March 31, 1999
(Unaudited) $5,751 $1 $(1,019) $4,733
====================================================================
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 Cash Flows (in thousands)
(Unaudited)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
1999 1998
- --------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net income $ 260 $ 194
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 316 328
Changes in assets and liabilities:
Tenant security deposits liability 2 6
Tenant security deposits (2) (6)
Other assets (241) (84)
Accounts payable and accrued expenses 149 22
Other liabilities 39 37
- --------------------------------------------------------------------
Net cash provided by operating activities 523 497
- --------------------------------------------------------------------
Investing activities
Working capital reserve (391) 351
Additions to investment properties (176) (119)
- --------------------------------------------------------------------
Net cash provided by (used in) investing
activities (567) 232
- --------------------------------------------------------------------
Financing activities
Distributions paid (361) (243)
Mortgage principal paid (102) (93)
Purchase of Assignee Units (62) 0
- --------------------------------------------------------------------
Net cash used in financing activities (525) (336)
- --------------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents (569) 393
Cash and cash equivalents, beginning
of period 1,288 1,068
- --------------------------------------------------------------------
Cash and cash equivalents, end
of period $ 719 $ 1,461
====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE 15>
- -----------------------------------------------------------------
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 March 31, 1999
and December 31, 1998, the Consolidated Statements of Operations
for the three-month periods ended March 31, 1999 and 1998, the
Consolidated Statement of Partners' Capital as of March 31, 1999,
and the Consolidated Statements of Cash Flows for the three-month
periods ended March 31, 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 three-
month period ended March 31, 1999, were approximately $23,000 for
administrative and accounting-related costs, compared to $24,000
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 $39,000 and $37,000 for the three-month
periods ended March 31, 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 March 31, 1999, the total outstanding balance of the four
mortgage notes payable was $20,658,000. The properties are in
compliance with their respective debt service agreements as of
March 31, 1999.
<PAGE 16>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
The individual outstanding mortgage notes payable as of March 31,
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 $ 9,492 $ 81
The Landings, Indianapolis, Indiana 3,129 26
Raven Hill, Burnsville, Minnesota 4,781 41
Shadow Oaks, Tampa, Florida 3,256 28
- -----------------------------------------------------------------
$20,658 $176
=================================================================
<FN>
<F1> Includes principal and interest.
</FN>
</TABLE>
<PAGE 17>
- -----------------------------------------------------------------
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 March
31, 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 March 31, 1999 (Unaudited) and the Consolidated
Statement of Operations for the three months ended March 31, 1999 (Unaudited)
and is qualified in its entirety by reference to such financial staments.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,173
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,709
<PP&E> 40,345
<DEPRECIATION> 16,376
<TOTAL-ASSETS> 26,851
<CURRENT-LIABILITIES> 1,460
<BONDS> 20,658
0
0
<COMMON> 0
<OTHER-SE> 4,733
<TOTAL-LIABILITY-AND-EQUITY> 26,851
<SALES> 0
<TOTAL-REVENUES> 1,979
<CGS> 0
<TOTAL-COSTS> 913
<OTHER-EXPENSES> 379
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 427
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 260
<EPS-PRIMARY> 10.60
<EPS-DILUTED> 10.60
</TABLE>
