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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, 2000
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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7200 Wisconsin Avenue, 11th floor, Bethesda, Maryland 20814
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(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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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, 2000, 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 and other
A report on Form 8-K was filed with the Securities &
Exchange Commission on July 13, 2000 regarding certain
contractual arrangements that could result in a change in
control of the Registrant.
A report on Form 8-K was filed with the Securities &
Exchange Commission on September 20, 2000 regarding a
change of auditors.
A report on Form 8-K was filed with the Securities &
Exchange Commission on October 5, 2000 regarding the
consummation of the Contractual Arrangement discussed in
the Form 8-K filed on July 13, 2000.
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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, 2000,
follows on sequentially numbered pages 5 through 18 of this
report.
(27) Financial Data Schedule.
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OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-Q
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Oxford Residential Properties I Limited Partnership
By: Oxford Residential Properties I Corporation
Managing General Partner of the registrant
Date: 11/13/00 By: /s/ Martha Long
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Martha Long
Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
Date: 11/13/00 By: /s/ Peter Kompaniez
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Peter Kompaniez
Director and President
Date: 11/13/00 By: /s/ Patrick J. Foye
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Patrick J. Foye
Director and
Executive Vice President
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OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Quarterly Report
(Unaudited)
September 30, 2000
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
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Report of Management
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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, 2000, and its consolidated results of operations
for the three and nine-month periods ended September 30, 2000,
and its cash flows for the nine-month period ended September 30,
2000. 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
Change in Control of Managing General Partner. On September
20, 2000, Apartment Investment and Management Company ("AIMCO")
(NYSE: AIV) acquired all of the stock of Oxford Realty Financial
Group, Inc. ("ORFG"), that it did not already own, as well as
other interests in various Oxford entities. ORFG is the parent
company of ORP's Managing General Partner, Oxford Residential
Properties I Corporation (the "Managing General Partner"). AIMCO,
a publicly-traded real estate investment trust headquartered in
Denver, Colorado, owns and manages a geographically diversified
portfolio of approximately 365,000 apartments and is one of the
largest owners and managers of apartment communities in the
nation. AIMCO currently serves as the property manager for all
four of ORP's investment properties.
With the completion of this transaction, AIMCO now owns the
Managing General Partner of ORP, Oxford Residential Properties I
Corporation, and thereby controls the management of ORP and its
four investment properties. Effective as of the closing of the
acquisition, the executive officers of Oxford Residential
Properties I Corporation are those set forth on AIMCO's Schedule
13D for ORP, dated September 20, 2000. With the acquisition of
ORFG on September 20, 2000, AIMCO acquired 4,997 assignee units
or approximately 21% of ORP through an ORFG affiliate.
Tender Offer. On October 10, 2000, AIMCO/Bethesda Holdings
Acquisition, Inc. (AIMCO/Bethesda), an affiliate of AIMCO,
commenced a tender offer to acquire up to 99% of all outstanding
ORP units at $845 per assignee unit. Such offer price will be
reduced for any distributions subsequently made by ORP prior to
the expiration of the AIMCO/Bethesda offer should it be extended.
The next distribution would be the semi-annual distribution
payable to holders of record as of December 31, 2000 payable at
the end of February 2001. In a filing made by AIMCO/Bethesda on
November 7, 2000, it was reported that as of that day 3,762
assignee units had been tendered and that their offer was
extended from November 7, 2000 to November 27, 2000.
Previously, on September 28, 2000, AIMCO/Bethesda purchased
1,033 ORP assignee units at a purchase price of $845 per assignee
unit from Mackenzie Patterson, Inc. and certain of its affiliates
(together the "Mackenzie Entities"), all unaffiliated third
parties. As a result of this transaction, the Mackenzie Entities
terminated their previously announced offer to purchase up to
8,000 ORP assignee units at a price of $650 per assignee unit.
Considering the assignee units acquired by AIMCO through the
acquisition of ORFG and through the acquisition of the Mackenzie
Entities' units acquired by AIMCO/Bethesda, AIMCO held 6,030
assignee units or approximately 25% of all outstanding ORP
assignee units prior to the AIMCO/Bethesda tender.
Management's Intent. If AIMCO/Bethesda acquires a substantial
number of ORP assignee units, it will increase AIMCO's ability to
influence voting decisions with respect to ORP and may control
such voting decisions, including but not limited to the removal
of a general partner, most amendments to the partnership
agreements and the sale of all or substantially all of ORP's
partnership assets.
However, the Managing General Partner, now an affiliate of
AIMCO, is proposing to continue to operate ORP and not liquidate
it at the present time. In accordance with the terms of ORP's
limited partnership agreement, the Managing General Partner
continually considers whether a property should be sold or
otherwise disposed of after consideration of relevant factors,
including prevailing market conditions, the condition of the
properties and tax considerations, with the view to achieving
maximum capital appreciation for ORP and its investors. At the
current time, the Managing General Partner believes that a sale
of the properties would not be advantageous given current market
conditions.
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Report of Management
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Liquidity and Capital Resources
Current Position. At September 30, 2000, ORP held $1,318,000
in cash and cash equivalents and the working capital reserve,
compared to $1,344,000 at December 31, 1999, representing a
decrease of approximately 1.9%. The decrease of $26,000 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 February 28, 2000 to Partners of record as
of December 31, 1999 totaling approximately $355,000 and on
August 25, 2000 to Partners of record as of June 30, 2000
totaling approximately $353,000, (ii) the purchase of Assignee
Units totaling approximately $60,000, and (iii) the payment of
Partnership administrative expenses during the nine-month period
ended September 30, 2000 totaling $134,000.
Other Assets shown on the accompanying consolidated Balance
Sheet increased by $269,000 to $1,278,000 at September 30, 2000,
from $1,009,000 at December 31, 1999. 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 $1,138,000 at September 30, 2000. 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 $73,000 and
$67,000 at September 30, 2000, respectively, are also included in
Other Assets.
Unamortized deferred costs relating to organization and
refinancing costs (discussed in prior reports) at September 30,
2000 were $212,000 compared to $260,000 at December 31, 1999.
These costs are being amortized over the term of the mortgages.
Accounts payable and accrued expenses shown on the consolidated
Balance Sheet increased by $161,000 to $541,000 at September 30,
2000, from $380,000 at December 31, 1999, primarily due to
increases in the amount of property taxes accrued, although not
yet paid, at the end of the 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 $931,000 were made for the nine months ended September
30, 2000, compared to $799,000 for the same period in 1999. Of
the $931,000 of property improvements, $767,000 was capitalized
for financial statement purposes for the nine months ended
September 30, 2000, compared to $532,000 of the $799,000 of
property improvements for the same period in 1999.
Other Sources. Since 1994, 40% of the property management fees
owed to NHP Management Company ("NHP"), an affiliate of AIMCO
have been subordinated to the receipt by the Assignee Unit
Holders of certain returns. As of September 30, 2000 and
December 31, 1999, deferred property management fees to NHP
amounted to $994,000 and $871,000, 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 September 30,
2000, as compared to the quarter ended September 30, 1999, is as
follows:
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<TABLE>
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Report of Management
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<CAPTION>
(in thousands) (in thousands)
Three months ended Nine months ended
September 30, September 30,
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Property 2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Fairlane East, Dearborn, MI $ 468 $ 406 $1,373 $ 1,348
The Landings, Indianapolis, IN 106 98 370 345
Raven Hill, Burnsville, MN 384 387 1,162 1,107
Shadow Oaks, Tampa, FL 120 139 399 422
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Total Net Operating Income $ 1,078 $1,030 $3,304 $ 3,222
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</TABLE>
Three months ended September 30, 2000 versus
three months ended September 30, 1999
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,
2000, increased by 4.7% compared to the quarter ended September
30, 1999. Set forth below is a discussion of the properties
which compares their respective operations for the three-month
periods ended September 30, 2000 and 1999.
Fairlane East
Fairlane East's net operating income for the quarter ended
September 30, 2000 increased by 15.3% from the same period in
1999 due to a 5.7% increase in revenues and a 5.7% 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 decreases in
maintenance and operating expenses compared to the same period in
1999. For the three-month periods ended September 30, 2000 and
1999, average occupancy decreased to 98%. During the three-month
period ended September 30, 2000, the Partnership expended
$239,000 on property improvements, including $215,000 capitalized
for accounting purposes.
The Landings
The Landings' net operating income for the quarter ended
September 30, 2000 increased by 8.2% from the same period in 1999
due to a 9.7% increase in revenues offset by a 10.3% increase in
apartment expenses. The increase in revenues is primarily
attributable to increased occupancy. The increase in apartment
expenses is primarily attributable to increases in administrative
and maintenance costs. For the three-month periods ended
September 30, 2000 average occupancy increased to 94% compared to
93% for the same period in 1999. During the three-month period
ended September 30, 2000, the Partnership expended $66,000 on
property improvements, including $46,000 capitalized for
accounting purposes.
Raven Hill
Raven Hill's net operating income for the quarter ended
September 30, 2000 decreased by approximately 1% from the same
period in 1999 due to a 6.3% increase in revenues offset by a
14.9% increase in apartment expenses. The increase in revenues
is primarily attributable to an increase in rental income and
other income. The increase in apartment expenses is primarily
attributable to increases in maintenance and operating expenses.
For the three-month period ended September 30, 2000 and 1999,
average occupancy was 98%. During the three-month period ended
September 30, 2000, the Partnership expended $333,000 on property
improvements, including $286,000 capitalized for accounting
purposes.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended
September 30, 2000 decreased by 13.7% from the same period in
1999 due to a 2.4% increase in revenues offset by a 16.0%
increase in apartment expenses. The increase in revenues was
primarily attributable to an increase in other rental income.
The increase in apartment expenses is primarily due to increases
in administrative, maintenance and operating expenses. For the
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Report of Management
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three-month periods ended September 30, 2000 average occupancy
decreased to 89% compared to 95% for the same period in 1999.
During the three-month period ended September 30, 2000, the
Partnership expended $22,000 on property improvements, including
$17,000 capitalized for accounting purposes.
Nine months ended September 30, 2000 versus
nine months ended September 30, 1999
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, 2000, increased by $82,000, or 2.5% compared to the
same period ended September 30, 1999. Set forth below is a
discussion of the properties which compares their respective
operations for the nine-month periods ended September 30, 2000
and 1999.
Fairlane East
Fairlane East's net operating income for the nine months ended
September 30, 2000 increased by 1.9% from the same period in 1999
due to a 2.8% increase in revenues offset by a 4.3% increase in
apartment expenses. The increase in revenues was primarily
attributable to the property's increased rental income. The
property's apartment expense increase is primarily attributable
to an increase in property taxes. For the nine-month periods
ended September 30, 2000 average occupancy decreased to 96%
compared to 98% for the same period in 1999. The weighted
average rent collected for the month ended September 30, 2000
increased by 5.6% to $1,065, compared to $1,007 for the same
period in 1999. During the nine-month period ended September 30,
2000, the Partnership expended $330,000 on property improvements,
including $272,000 capitalized for accounting purposes. The
Managing General Partner anticipates slightly higher spending
levels on property improvements in 2000, as compared to the year
ended December 31, 1999, to improve its competitive position.
The Landings
The Landings' net operating income for the nine months ended
September 30, 2000 increased by 7.2% from the same period in 1999
due to a 1.1% increase in revenues and a 3.5% decrease in
apartment expenses. The decrease in apartment expenses was
primarily attributable to reduced property taxes. For the nine-
month periods ended September 30, 2000 average occupancy
decreased to 92% compared to 93% for the same period in 1999.
The weighted average rent collected for the month ended September
30, 2000 increased by 9.8% to $647, compared to $589 for the same
period in 1999. During the nine-month period ended September 30,
2000, the Partnership expended $97,000 on property improvements,
including $70,000 capitalized for accounting purposes. The
Managing General Partner anticipates slightly lower spending
levels on property improvements in 2000, as compared to the year
ended December 31, 1999.
Raven Hill
Raven Hill's net operating income for the nine months ended
September 30, 2000 increased by approximately 5.0% from the same
period in 1999 due to a 5.4% increase in revenues offset by a
6.0% increase in apartment expenses. The increase in revenues is
primarily a result of increased rental income. The increase in
apartment expenses is primarily attributable to an increase in
operating and administrative expenses. Average occupancy for the
nine months ended September 30, 2000 and 1999 average occupancy
was 98%. The weighted average rent collected for the month
ended September 30, 2000 increased by 5.7% to $802, compared to
$759 for the same period in 1999. During the nine-month period
ended September 30, 2000, the Partnership expended $413,000 for
property improvements of which $350,000 was capitalized for
accounting purposes. The Managing General Partner anticipates
slightly higher spending levels on property improvements in 2000,
as compared to the year ended December 31, 1999.
Shadow Oaks
Shadow Oaks' net operating income for the quarter ended
September 30, 2000 decreased by 5.5% from the same period in 1999
due to a 2.4% increase in revenues offset by a 9.2% increase in
apartment expenses. The increase in revenues is primarily a
result of increased rental income. The increase in apartment
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Report of Management
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expenses is primarily attributable to increases in
administrative, maintenance and operating expenses. Average
occupancy for the nine months ended September 30, 2000 average
occupancy decreased to 90% compared to 95% for the same period
last year. The weighted average rent collected for the month
ended September 30, 2000 increased by approximately 9.4% to $546,
compared to $499 for the same period in 1999. During the nine-
month period ended September 30, 2000, the Partnership expended
$90,000 on property improvements, including $74,000 capitalized
for accounting purposes. The Managing General Partner anticipates
slightly lower spending levels on property improvements in 2000,
as compared to the year ended December 31, 1999.
Consolidated Statements of Operations-Other Income and Deductions
For the nine-month period ended September 30, 2000, ORP's net
income increased by approximately 21.5% compared to the prior
year comparative period due to a 3.4% increase in revenues offset
by a 1.4% increase in total expenses. Interest income from
operating funds for the nine-month periods ended September 30,
2000 and 1999 was $71,000 and $75,000, respectively. Other
income was $215,000 and $240,000, respectively, for the nine-
month periods ended September 30, 2000 and 1999. The decrease
was primarily due to decreases 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, 2000 and 1999 were $134,000 and $130,000,
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 $1,247,000 and $1,274,000, respectively, and
principal paid was $337,000 and $311,000 for the nine-month
periods ended September 30, 2000 and 1999, respectively.
Depreciation expense for the nine-month periods ended September
30, 2000 and 1999 was $1,029,000 and $958,000, 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, 2000 compared to the same period
in 1999. Amortization expense for the nine-month periods ended
September 30, 2000 and 1999 was $48,000 and $49,000,
respectively.
For the nine-month periods ended September 30, 2000 and 1999,
of the total property improvements in the aggregate amounts of
$930,000 and $799,000, respectively, $165,000 and $267,000,
respectively, were classified as refurbishment expenses for
financial statement purposes. The remaining balances of $765,000
and $532,000, respectively, were capitalized for financial
statement purposes.
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.
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<TABLE>
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Average Occupancy
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<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 6/30/99 9/30/99 12/31/99 3/31/00 6/30/00 9/30/00
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<S> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 97% 98% 94% 92% 97% 98%
Dearborn, Michigan
The Landings 10/31/84 96% 93% 88% 87% 96% 94%
Indianapolis, Indiana
Raven Hill 12/24/86 98% 98% 98% 98% 99% 98%
Burnsville, Minnesota
Shadow Oaks 2/07/85 94% 95% 92% 94% 95% 89%
Tampa, Florida
</TABLE>
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Summary of Project Data (in thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 Operating Results through 9/30/00 (in thousands)
-----------------------------------------------------------
Average Rent Collected<F1> NOI
-------------------------- Before Property NOI
Property/ No. of September September Apartment Apartment Improvements Property Before
Location Units 2000 1999 Revenues Expenses & Debt Service Improvements<F2>Debt Service<F3>
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 244 $1,099 $1,009 $2,296 $ 923 $1,373 $ 330 $1,043
Dearborn, Michigan
The Landings 150 663 596 826 456 370 97 273
Indianapolis, Indiana
Raven Hill 304 839 763 2,212 1,050 1,162 413 749
Burnsville, Minnesota
Shadow Oaks 200 563 499 925 526 399 90 309
Tampa, Florida
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Total 898 $6,259 $2,955 $3,304 $ 930 $2,374
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</TABLE>
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[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 $766,000 incurred during the nine month period ended September 30,
2000.
<F3>The total NOI after debt service of $2,374,000 is $49,000 (2%) less than the
comparable total for the nine month period ending September 30, 1999.
</FN>
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<TABLE>
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Oxford Residential Properties I Limited Partnership and Subsidiaries
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<CAPTION>
Consolidated Balance Sheets (in thousands)
September 30, 2000 December 31, 1999
(Unaudited)
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<S> <C> <C>
Assets
Investment properties, at cost
Land $ 3,681 $ 3,681
Buildings and improvements, net
of accumulated depreciation
of $18,390 and $17,361,
respectively 19,600 19,864
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Total Investment Properties 23,281 23,545
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Cash and cash equivalents 1,318 1,322
Working capital reserve 0 22
Tenant security deposits 193 178
Deferred costs, net of amortization
of $2,705 and $2,657, respectively 212 260
Other assets 1,278 1,009
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3,001 2,791
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Total Assets $ 26,282 $ 26,336
==================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $ 20,004 $ 20,341
Accounts payable and accrued expenses 541 380
Distributions payable 0 355
Other liabilities 994 871
Tenant security deposits 193 178
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Total Liabilities 21,732 22,125
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Partners' Capital
General Partners (996) (1,011)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714
Assignee Units issued and 23,558
outstanding for September 30, 2000;
23,667 outstanding for
December 31, 1999) 5,545 5,221
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Total Partners' Capital 4,550 4,211
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Total Liabilities and
Partners' Capital $ 26,282 $ 26,336
=================================================================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE 13>
<TABLE>
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Oxford Residential Properties I Limited Partnership and Subsidiaries
-------------------------------------------------------------------------------
Consolidated Statements of Operations (in thousands, except Net Income per
(Unaudited) Assignee Unit and Weighted average
number of Assignee Units Outstanding)
-------------------------------------------------------------------------------
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
--------------------- --------------------
2000 1999 2000 1999
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Apartment Revenues
Rental income $2,062 $1,944 $6,044 $5,812
Other income 73 72 215 240
-------------------------------------------------------------------------------
Total Apartment Revenues 2,135 2,016 6,259 6,052
-------------------------------------------------------------------------------
Apartment Expenses
Maintenance 367 346 958 958
Operating 170 161 535 490
Administrative 168 131 439 386
Property management fees 105 100 308 299
Property taxes 214 216 619 603
Marketing 33 32 96 94
-------------------------------------------------------------------------------
Total Apartment Expenses 1,057 986 2,955 2,830
-------------------------------------------------------------------------------
Net Operating Income 1,078 1,030 3,304 3,222
-------------------------------------------------------------------------------
Other Deductions
Interest expense 413 423 1,247 1,274
Depreciation and amortizatio 397 347 1,077 1,007
Refurbishment expenses 97 95 165 267
Interest income (26) (24) (71) (75)
Partnership administrative
expenses 48 41 134 130
-------------------------------------------------------------------------------
Total Other Deductions 929 882 2,552 2,603
-------------------------------------------------------------------------------
Net Income $ 149 $ 148 $ 752 $ 619
===============================================================================
Net Income Allocated to
Assignee Unit Holders $ 146 $ 145 $ 737 $ 607
===============================================================================
Net Income per
Assignee Unit $ 6.19 $ 6.18 $31.11 $26.31
===============================================================================
Weighted average number of
Assignee Units
Outstanding 23,558 23,773 23,701 23,901
===============================================================================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE 14>
<TABLE>
-------------------------------------------------------------------------------
Oxford Residential Properties I Limited Partnership and Subsidiaries
-------------------------------------------------------------------------------
Consolidated Statement of Partners' Capital (in thousands)
-------------------------------------------------------------------------------
<CAPTION>
For the period ended September 30, 2000
---------------------------------------
Limited Partners'
Interests
--------------------
Assignee Assignor General
Unit Holders Limited Partner Partners Total
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1999 $5,221 $ 1 $(1,011) $4,211
-------------------------------------------------------------------------------
Net income, September 30, 2000 737 0 15 752
Distribution to Assignee Unit Holders(353) 0 0 (353)
Purchase of Assignee Units (60) 0 0 (60)
-------------------------------------------------------------------------------
Balance, September 30, 2000
(Unaudited) $5,545 $1 $(996) $4,550
===============================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE 15>
<TABLE>
-------------------------------------------------------------------------------
Oxford Residential Properties I Limited Partnership and Subsidiaries
-------------------------------------------------------------------------------
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
-------------------------------------------------------------------------------
<CAPTION>
Nine months ended September 30,
----------------------------------
2000 1999
-------------------------------------------------------------------------------
<S> <C> <C>
Operating activities
Net income $ 752 $ 619
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,077 1,007
Changes in assets and liabilities:
Tenant security deposits liability 15 3
Tenant security deposits (15) (3)
Other assets (269) (276)
Accounts payable and accrued expenses 163 235
Other liabilities 123 121
-------------------------------------------------------------------------------
Net cash provided by operating activities 1,846 1,706
-------------------------------------------------------------------------------
Investing activities
Working capital reserve 22 (22)
Additions to investment properties (767) (532)
-------------------------------------------------------------------------------
Net cash (used in) provided by
investing activities (745) (554)
-------------------------------------------------------------------------------
Financing activities
Distributions paid (708) (718)
Mortgage principal paid (337) (311)
Purchase of Assignee Units (60) (199)
-------------------------------------------------------------------------------
Net cash used in financing activities (1,105) (1,228)
-------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (4) (76)
Cash and cash equivalents, beginning of period 1,322 1,288
-------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 1,318 $ 1,212
-------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<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,
2000 and December 31, 1999, the Consolidated Statements of
Operations for the three-month and nine-month periods ended
September 30, 2000 and 1999, the Consolidated Statement of
Partners' Capital as of September 30, 2000, and the Consolidated
Statements of Cash Flows for the nine-month periods ended
September 30, 2000 and 1999, 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, 1999.
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.
Change in Control of Managing General Partner. On September
20, 2000, Apartment Investment and Management Company ("AIMCO")
(NYSE: AIV) acquired all of the stock of Oxford Realty Financial
Group, Inc. ("ORFG"), that it did not already own, as well as
other interests in various Oxford entities. ORFG is the parent
company of ORP's Managing General Partner, Oxford Residential
Properties I Corporation (the "Managing General Partner").
With the completion of this transaction, AIMCO now owns the
Managing General Partner of ORP, Oxford Residential Properties I
Corporation, and thereby controls the management of ORP and its
four investment properties. Effective as of the closing of the
acquisition, the executive officers of Oxford Residential
Properties I Corporation are those set forth on AIMCO's Schedule
13D for ORP, dated September 20, 2000. With the acquisition of
ORFG on September 20, 2000, AIMCO acquired 4,997 assignee units
or approximately 21% of ORP through an ORFG affiliate.
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, 2000, were approximately $42,000
for administrative and accounting-related costs, compared to
$62,000 for the same period in 1999.
An affiliate of the Managing General Partner, NHP Management
Company performs property management services for the four ORP
investment properties.
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 $123,000 and $120,000 for the nine-month
periods ended September 30, 2000 and 1999, respectively, have
been deferred.
<PAGE 17>
-----------------------------------------------------------------
Notes to Consolidated Financial Statements
-----------------------------------------------------------------
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, 2000, the total outstanding balance of the four
mortgage notes payable was $20,004,000. The properties are in
compliance with their respective debt service agreements as of
September 30, 2000.
The individual outstanding mortgage notes payable as of September
30, 2000, 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 $9,192 $ 81
The Landings, Indianapolis, Indiana 3,030 26
Raven Hill, Burnsville, Minnesota 4,629 41
Shadow Oaks, Tampa, Florida 3,153 28
-----------------------------------------------------------------
$20,004 $ 176
=================================================================
</TABLE>
[FN]
<F1> Includes principal and interest.
</FN>
<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, 2000, 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
