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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 June 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 six-month period ended June 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 June 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: 08/13/99 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: 08/13/99 By: /S/ Leo E. Zickler
-------- -------------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 08/13/99 By: /S/ Francis P. Lavin
-------- -------------------------------------------
Francis P. Lavin
President
<PAGE 5>
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
June 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>
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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 June 30,
1999, and its consolidated results of operations for the three-
and six-month periods ended June 30, 1999, and its cash flows for
the six-month period ended June 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 prices 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 August 13, 1999, ORP has purchased, in the aggregate,
1,936 Assignee Units for approximately $747,000.
Liquidity and Capital Resources
Current Position. At June 30, 1999, ORP held $1,469,000 in
cash and cash equivalents and the working capital reserve,
compared to $1,351,000 at December 31, 1998, representing an
increase of approximately 8.7%. The increase of $118,000 is
primarily attributable to 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 to Partners of record as of
December 31, 1998 totaling approximately $361,000, (ii) the
purchase of Assignee Units totaling approximately $147,000, and
(iii) the payment of Partnership administrative expenses during
the six-month period ended June 30, 1999 totaling $89,000.
Other Assets shown on the accompanying consolidated Balance
Sheet increased by $122,000 to $1,103,000 at June 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 $866,000 at June 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 $56,000 and
$181,000 at June 30, 1999, respectively, are also included in
Other Assets.
Unamortized deferred costs relating to organization and
refinancing costs (discussed in prior reports) at June 30, 1999
were $293,000 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 $98,000 to $480,000 at June 30, 1999,
from $382,000 at December 31, 1998, primarily due to increases in
the amount of property taxes accrued at the end of six-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 $530,000 were made for the six months ended June 30,
1999, compared to $434,000 for the same period in 1998. Of the
$530,000 of property improvements, $359,000 was capitalized for
financial statement purposes for the six months ended June 30,
1999, compared to $256,000 of the $434,000 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 June 30, 1999 and December 31, 1998, deferred property
management fees to NHP amounted to $792,000 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 June 30, 1999,
as compared to the quarter ended June 30, 1998, is as follows:
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
(in thousands) (in thousands)
Three months ended Six months ended
June 30, June 30,
------------------ ------------------
Property 1999 1998 1999 1998
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairlane East,
Dearborn, MI $ 497 $ 421 $ 943 $ 833
The Landings,
Indianapolis, IN 112 119 247 289
Raven Hill,
Burnsville, MN 373 344 720 662
Shadow Oaks,
Tampa, FL 144 140 283 273
- -----------------------------------------------------------------
Total Net Operating Income $1,126 $1,024 $2,193 $2,057
=================================================================
</TABLE>
Three months ended June 30, 1999 versus three months
ended June 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 June 30,
1999, increased by approximately 10% compared to the quarter
ended June 30, 1998. Set forth below is a discussion of the
properties which compares their respective operations for the
three-month periods ended June 30, 1999 and 1998.
Fairlane East
Fairlane East's net operating income for the quarter ended
June 30, 1999 increased by 18.1% from the same period in 1998 due
to a 10.7% increase in revenues and a 1.1% decrease in apartment
expenses. The increase in revenues is primarily attributable to
increased rental income caused by lower than budgeted vacancy and
concession rates. The property's apartment expense decrease is
primarily attributable to a decrease in property taxes. During
the three-month period ended June 30, 1999, the Partnership
expended $96,000 on property improvements, including $70,000
capitalized for accounting purposes.
The Landings
The Landings' net operating income for the quarter ended June
30, 1999 decreased by 5.9% from the same period in 1998 due to a
3.2% increase in revenues offset by a 10% increase in apartment
expenses. The increase in revenues is primarily attributable to
the property's ability to increase rents for the quarter. 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. During the three-month period ended June 30, 1999, the
Partnership expended $41,000 on property improvements, including
$20,000 capitalized for accounting purposes.
Raven Hill
Raven Hill's net operating income for the quarter ended June
30, 1999 increased by approximately 8.4% from the same period in
1998 due to an 8.5% increase in revenues offset by an 8.5%
increase in apartment expenses. The increase in revenues is
primarily attributable to a 75% increase in other income caused
by the one-time receipt of additional interest earned from the
property's Replacement Reserve Escrow account. Excluding the
impact of the receipt of additional interest, net operating
income for the quarter ended June 30, 1999 increased by
approximately 4.8%. The increase in apartment expenses is
<PAGE 8>
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Report of Management
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primarily attributable to increases in maintenance, operating,
and administrative expenses. During the three-month period ended
June 30, 1999, the Partnership expended $117,000 on property
improvements, including $78,000 capitalized for accounting
purposes.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended June
30, 1999 increased by 2.9% from the same period in 1998 due to an
approximately 4.9% increase in revenues offset by a 6.6% increase
in apartment expenses. The increase in revenues was primarily
attributable to a 28% increase in other income due to the one-
time receipt of additional interest earned from the property's
Replacement Reserve Escrow account. Excluding the impact of the
receipt of additional interest, net operating income for the
quarter ended June 30, 1999 decreased by approximately 3.1%. The
increase in apartment expenses is primarily due to increases in
maintenance and operating expenses. During the three-month
period ended June 30, 1999, the Partnership expended $35,000 on
property improvements, including $16,000 capitalized for
accounting purposes.
Six months ended June 30, 1999 versus six months
ended June 30, 1998
In the aggregate, the net operating income, before debt
service, refurbishment expenses, and capitalized property
improvements, reported by ORP for the six-month period ended June
30, 1999, increased by $136,000, or 6.6% compared to the same
period ended June 30, 1998. Set forth below is a discussion of
the properties which compares their respective operations for the
six-month periods ended June 30, 1999 and 1998.
Fairlane East
Fairlane East's net operating income for the six months ended
June 30, 1999 increased by 13.2% from the same period in 1998 due
to a 10.6% increase in revenues offset by a 6.7% 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. This has
resulted in healthy occupancy and gross rental revenue increases
throughout the first half of 1999 compared to the same period in
1998 of 5% and 9.8%, respectively. The property's apartment
expense increase is primarily attributable to an increase in
maintenance expenses, specifically snow removal, grounds, and
decorating contract expenses. Average occupancy for the six-
months ended June 30, 1999 increased to 97%, compared to 92% for
the same period in 1998. The weighted average rent collected for
the month ended June 30, 1999 increased by 3.9% to $1,017,
compared to $979 for the same period in 1998. During the six-
month period ended June 30, 1999, the Partnership expended
$197,000 on property improvements, including $147,000 capitalized
for accounting purposes. Of the $147,000 capitalized costs,
approximately $112,000 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 six-months ended
June 30, 1999 decreased by 14.5% from the same period in 1998 due
to a 3.3% increase in revenues offset by a 23.8% 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 six months ended
1998. The Landings did not receive any property tax refunds in
the first half of 1999. Excluding the impact of the refund from
both periods, total apartment expenses and net operating income
for the six months ended June 30, 1999 would have
increased/(decreased) by 7.4% and (1.3%), respectively, from the
same period last year. Average occupancy for the six-months
ended June 30, 1999 decreased to 94%, compared to 95% for the
same period in 1998. The weighted average rent collected for the
month ended June 30, 1999 increased by 4.7% to $629, compared to
$601 for the same period in 1998. During the six-month period
ended June 30, 1999, the Partnership expended $69,000 on property
improvements, including $35,000 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.
<PAGE 9>
=================================================================
Report of Management
=================================================================
Raven Hill
Raven Hill's net operating income for the six months ended
June 30, 1999 increased by approximately 8.8% from the same
period in 1998 due to a 6.5% increase in revenues offset by a
4.3% increase in apartment expenses. The increase in revenues is
attributable to a 5.2% increase in rental income and a 44.7%
increase in other income due to the one-time receipt of
additional interest earned from the property's Replacement
Reserve Escrow account. Excluding the impact of the receipt of
additional interest, net operating income for the six months
ended June 30, 1999 increased by approximately 6.8%. The
increase in apartment expenses is primarily attributable to
increases in operating and maintenance expenses. Average
occupancy for the six months ended June 30, 1999 and 1998 was
98%, respectively. The weighted average rent collected for the
month ended June 30, 1999 increased by 5.5% to $753, compared to
$714 for the same period in 1998. During the six-month period
ended June 30, 1999, the Partnership expended $192,000 for
property improvements of which 149,000 was capitalized for
accounting purposes. Of the $149,000 of capitalized costs,
approximately $111,000 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 June
30, 1999 increased by 3.7% from the same period in 1998 due to a
3.4% increase in revenues offset by a 3.3% increase in apartment
expenses. The increase in revenues was primarily attributable to
a 16.5% increase in other income due to the one-time receipt of
additional interest earned from the property's Replacement
Reserve Escrow account. Excluding the impact of the receipt of
additional interest, net operating income for the six months
ended June 30, 1999 increased by less than 1%. Average occupancy
for the six months ended June 30, 1999 decreased to 95%, compared
to 96% for the same period in 1998. The weighted average rent
collected for the month ended June 30, 1999 increased by
approximately 5.7% to $486, compared to $460 for the same period
in 1998. During the six-month period ended June 30, 1999, the
Partnership expended $72,000 on property improvements, including
$28,000 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 six-month period ended June 30, 1999, ORP's net income
increased by approximately 63% compared to the prior year
comparative period due to a 7.1% increase in revenues offset by a
2.4% increase in total expenses. Interest income from operating
funds for the six-month periods ended June 30, 1999 and 1998 was
$51,000 and $39,000, respectively. Other income was $168,000 and
$128,000, respectively, for the six-month periods ended June 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 six-month periods ended
June 30, 1999 and 1998 were $89,000 and $98,000, 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 $851,000 and $868,000, respectively, and principal
paid was $204,000 and $189,000 for the six-month periods ended
June 30, 1999 and 1998, respectively.
Depreciation expense for the six-month periods ended June 30,
1999 and 1998 was $627,000 and $613,000, respectively. The
increase in depreciation expense is due to the increase in
property improvements capitalized for accounting purposes for the
six months ended June 30, 1999 compared to the same period in
1998. Amortization expense for the six-month periods ended June
30, 1999 and 1998 was $33,000 and $49,000, 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 during the
second quarter.
<PAGE 10>
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Report of Management
=================================================================
For the six-month periods ended June 30, 1999 and 1998, of the
total property improvements in the aggregate amounts of $530,000
and $434,000, respectively, $171,000 and $178,000, respectively,
were classified as refurbishment expenses for financial statement
purposes. The remaining balances of $359,000 and $256,000,
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>
- ------------------------------------------------------------------------------------------------------------------------
<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 6/30/99
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 91% 94% 97% 97% 96% 97%
Dearborn, Michigan
The Landings 10/31/84 94% 96% 96% 94% 93% 96%
Indianapolis, Indiana
Raven Hill 12/24/86 98% 97% 97% 96% 97% 98%
Burnsville, Minnesota
Shadow Oaks 02/07/85 97% 96% 98% 95% 95% 94%
Tampa, Florida
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Summary of Project Data (in thousands)
- ------------------------------------------------------------------------------------------------------------------------
1999 Operating Results through 6/30/99 (in thousands)
______________________________________________________________________
Average Rent
Collected<F1> NOI
--------------- Before Property NOI
Property/ No. of June June Apartment Apartment Improvements Property Before 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 $1,017 $ 979 $1,486 $ 543 $ 943 $197 $ 746
Dearborn, Michigan
The Landings 150 629 601 555 308 247 69 178
Indianapolis, Indiana
Raven Hill 304 753 714 1,395 675 720 192 528
Burnsville, Minnesota
Shadow Oaks 200 486 460 600 317 283 72 211
Tampa, Florida
- ------------------------------------------------------------------------------------------------------------------------
Total 898 $4,036 $1,843 $2,193 $530 $1,663
========================================================================================================================
<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 $359,000 incurred during the six
months ended June 30, 1999.
<F3> The total of $1,663,000 is $40,000 (2.5%) greater than the comparable total for the quarter ending June 30, 1998.
</FN>
</TABLE>
<PAGE 12>
Oxford Residential Properties I Limited Partnership and Subsidiaries
- --------------------------------------------------------------------
Consolidated Balance Sheets (in thousands)
- --------------------------------------------------------------------
<TABLE>
<CAPTION>
June 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 $16,704 and $16,077,
respectively 20,143 20,411
- --------------------------------------------------------------------
Total Investment Properties 23,824 24,092
- --------------------------------------------------------------------
Cash and cash equivalents 1,148 1,288
Working capital reserve 321 63
Tenant security deposits 181 176
Deferred costs, net of amortization
of $2,624 and $2,591, respectively 293 326
Other assets 1,103 981
- --------------------------------------------------------------------
3,046 2,834
- --------------------------------------------------------------------
Total Assets $26,870 $26,926
====================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $20,556 $20,760
Accounts payable and accrued
expenses 480 382
Distributions payable 357 361
Other liabilities 792 712
Tenant security deposits 181 176
- --------------------------------------------------------------------
Total Liabilities 22,366 22,391
- --------------------------------------------------------------------
Partners' Capital
General Partners (1,015) (1,024)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714
Assignee Units issued and
23,818 outstanding for
June 30, 1999; 24,091
outstanding for December 31, 1998) 5,518 5,558
- --------------------------------------------------------------------
Total Partners' Capital 4,504 4,535
- --------------------------------------------------------------------
Total Liabilities and
Partners' Capital $26,870 $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 Six months
ended ended
June 30, June 30,
-------------- --------------
1999 1998 1999 1998
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Apartment Revenues
Rental income $1,950 $1,834 $3,868 $3,642
Other income 107 70 168 128
- --------------------------------------------------------------------
Total Apartment Revenues 2,057 1,905 4,036 3,770
- --------------------------------------------------------------------
Apartment Expenses
Maintenance 335 307 613 556
Operating 145 128 329 308
Administrative 135 118 255 232
Property management fees 101 95 198 189
Property taxes 184 200 386 369
Marketing 30 33 62 59
- --------------------------------------------------------------------
Total Apartment Expenses 931 881 1,843 1,713
- --------------------------------------------------------------------
Net Operating Income 1,126 1,024 2,193 2,057
- --------------------------------------------------------------------
Other Deductions
Interest expense 424 433 851 868
Depreciation and
amortization 345 334 660 662
Refurbishment expenses 113 129 171 178
Interest income (32) (22) (51) (39)
Partnership
administrative expenses 65 54 89 98
- --------------------------------------------------------------------
Total Other Deductions 915 928 1,720 1,767
- --------------------------------------------------------------------
Net Income $ 211 $ 96 $ 473 $ 290
====================================================================
Net Income Allocated to
Assignee Unit Holders $ 207 $ 94 $ 464 $ 284
====================================================================
Net Income per Assignee
Unit $ 8.67 $ 3.86 $19.36 $11.68
====================================================================
Weighted average number of
Assignee Units Outstanding 23,869 24,325 23,965 24,325
====================================================================
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 June 30, 1999
-------------------------------------------------
Limited Partners'
Interests
------------------
Assignee Assignor
Unit Limited General Total
Holders Partner Partners
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1998 $5,558 $1 $(1,024) $4,535
- --------------------------------------------------------------------
Net income, June 30, 1999 464 0 9 473
Distribution to Assignee
Unit Holders (357) 0 0 (357)
Purchase of Assignee Units (147) 0 0 (147)
- --------------------------------------------------------------------
Balance, June 30, 1999
(Unaudited) $5,518 $1 $(1,015) $4,504
====================================================================
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>
Six months ended June 30,
------------------------------
1999 1998
- --------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net income $ 473 $ 290
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 660 662
Changes in assets and liabilities:
Tenant security deposits liability 5 9
Tenant security deposits (5) (9)
Other assets (122) (83)
Accounts payable and accrued expenses 98 (53)
Other liabilities 80 75
- --------------------------------------------------------------------
Net cash provided by operating activities 1,189 891
- --------------------------------------------------------------------
Investing activities
Working capital reserve (258) (204)
Additions to investment properties (359) (256)
- --------------------------------------------------------------------
Net cash used in investing activities (617) (460)
- --------------------------------------------------------------------
Financing activities
Distributions paid (361) (243)
Mortgage principal paid (204) (189)
Purchase of Assignee Units (147) 0
- --------------------------------------------------------------------
Net cash used in financing activities (712) (432)
- --------------------------------------------------------------------
Net decrease in cash and cash equivalents (140) (1)
Cash and cash equivalents,
beginning of period 1,288 1,068
- --------------------------------------------------------------------
Cash and cash equivalents,
end of period $1,148 $1,067
====================================================================
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 June 30, 1999 and
December 31, 1998, the Consolidated Statements of Operations for
the three-month periods ended June 30, 1999 and 1998, the
Consolidated Statement of Partners' Capital as of June 30, 1999,
and the Consolidated Statements of Cash Flows for the six-month
periods ended June 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 six-
month period ended June 30, 1999, were approximately $44,000 for
administrative and accounting-related costs, compared to $58,000
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 $80,000 and $75,000 for the six-month periods
ended June 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 June 30, 1999, the total outstanding balance of the four
mortgage notes payable was $20,556,000. The properties are in
compliance with their respective debt service agreements as of
June 30, 1999.
<PAGE 17>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
The individual outstanding mortgage notes payable as of June 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 $ 9,445 $ 81
The Landings, Indianapolis, Indiana 3,114 26
Raven Hill, Burnsville, Minnesota 4,757 41
Shadow Oaks, Tampa, Florida 3,240 28
- -----------------------------------------------------------------
$20,556 $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 June
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 June 30, 1999 (Unaudited) and the Consolidated
Statement of Operations for the six months ended June 30, 1999 (Unaudited)
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,469
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,577
<PP&E> 40,528
<DEPRECIATION> 16,704
<TOTAL-ASSETS> 26,870
<CURRENT-LIABILITIES> 1,810
<BONDS> 20,556
0
0
<COMMON> 0
<OTHER-SE> 4,504
<TOTAL-LIABILITY-AND-EQUITY> 26,870
<SALES> 0
<TOTAL-REVENUES> 4,036
<CGS> 0
<TOTAL-COSTS> 1,843
<OTHER-EXPENSES> 869
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 851
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 473
<EPS-BASIC> 19.36
<EPS-DILUTED> 19.36
</TABLE>
