<PAGE 1>
=================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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 / /.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10K
or any amendment to this Form 10K. [X]
The Assignee Units of limited partnership interest of the
Partnership are not currently being traded in any public market.
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.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents of the Registrant are
incorporated herein by reference as indicated:
Form 10-K Parts Document
- -----------------------------------------------------------------
Parts I, II, III Portions of the 1999 Annual Report are
incorporated by reference into Parts I,
II and III.
Reference to Exhibits is on page 9.
<PAGE 2>
- ------------------------------------------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART I
Item 1. Business.
The Registrant, Oxford Residential Properties I Limited
Partnership ("ORP") or the "Partnership"), was formed on
January 19, 1984, under the Maryland Revised Uniform Limited
Partnership Act to acquire, own and operate residential
properties. The Partnership sold $25,714,000 of Assignee Units
in a public offering that concluded on October 18, 1985. The net
offering proceeds were used to acquire residential properties.
Item 2. Properties.
Information concerning the individual properties is
discussed in the 1999 Annual Report in the section entitled
"Community Descriptions," which section is incorporated herein by
reference (pages 13 through 14 hereof).
Item 3. 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 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Partnership Interests and
Related Partnership Matters.
(a) Market Information.
The Partnership originally issued 25,714 Assignee Units
and through December 31, 1999, had redeemed a total of
2,047 Assignee Units, ranging in price from $332 to $600
per Assignee Unit. As of December 31, 1999, there were
23,667 Assignee Units outstanding. There is currently no
established public market in which the Assignee Units are
traded, and it is not anticipated that a public market
will develop.
(b) Number of Security Holders.
As of December 31, 1999 there were 1,431 Assignee Unit
Holders.
<PAGE 3>
- -----------------------------------------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART II (continued)
(c) Dividend History and Restrictions.
Information regarding the frequency and amount of cash
distributions is included in the section entitled
"Selected Consolidated Financial Data" of the 1999 Annual
Report, which section is incorporated herein by reference
(page 12 hereof). Information regarding management's
future expectations as to distributions is also included
in the 1999 Annual Report in the section entitled "Report
of Management," which section is incorporated herein by
reference (on pages 16 through 20 hereof).
Item 6. Selected Financial Data.
Reference is made to the section of the 1999 Annual Report
entitled "Selected Consolidated Financial Data," which section is
incorporated herein by reference (page 12 hereof).
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
For a detailed discussion of the Partnership's financial
condition and results of operations for the years ended December
31, 1999, 1998, and 1997, see information set forth in the
section entitled "Report of Management" of the Partnership's 1999
Annual Report, which section is incorporated herein by reference
(pages 16 through 20 hereof).
Item 8. Financial Statements and Supplementary Data.
Reference is made to the 1999 Annual Report for the
consolidated financial statements of the Partnership, which
consolidated financial statements are incorporated herein by
reference (pages 23 through 26 hereof). See Item 14 of this
report for information concerning financial statements and
schedules filed with this report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a), (b), (c) and (e).
The Partnership has no directors or officers. The Managing
General Partner of the Partnership, as designated in the
Partnership Agreement, is Oxford Residential Properties I
Corporation. The director and executive officers of the
Managing General Partner are as follows:
- -----------------------------------------------------------------
Name Age Position and Business Experience
- -----------------------------------------------------------------
Leo E. Zickler 63 Chairman of the Board of Directors and
Chief Executive Officer since
inception. Since March 1982 he has
been Chairman of the Board of
Directors, and Chief Executive Officer
of Oxford Development Corporation
("Oxford"), an affiliate of the
Partnership and a national real estate
firm which owns and operates apartment
and senior living communities. Mr.
Zickler served as President of Oxford
until February 28, 1994. Mr. Zickler
serves as a director and officer of
certain entities affiliated with
Oxford.
<PAGE 4>
- -----------------------------------------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART III (continued)
- -----------------------------------------------------------------
Name Age Position and Business Experience
- -----------------------------------------------------------------
Francis P. Lavin 48 President since March 1, 1994. From
October 1989 through January 1994, he
was a Director and President of ML
Oxford Finance Corporation, an
affiliate of Merrill Lynch & Company,
Inc. From 1979 to October 1989, Mr.
Lavin held various positions at
subsidiaries of Merrill Lynch & Company
including Director of Merrill Lynch
Capital Markets and Vice President of
Merrill Lynch, Hubbard Inc. Since
March 1, 1994, Mr. Lavin has served as
President of Oxford, as well as a
director and officer of certain
entities affiliated with Oxford.
Richard R. 52 Senior Vice President since inception
Singleton and Chief Financial Officer since 1995.
Previously, he was Vice President of
Oxford Mortgage & Investment
Corporation since 1979 and was promoted
to Senior Vice President in 1983, and
he was Chief Operating Officer of ORP's
Managing General Partner since 1990 and
was promoted to Chief Financial Officer
in 1995. Mr. Singleton also serves as
an officer of certain entities
affiliated with Oxford.
The director and executive officers of the Managing General
Partner will serve in their respective positions until successors
are chosen.
(d) Family Relationships. None.
(f) Involvement in Certain Legal Proceedings. None.
(g) Promoter and Controlling Persons. Not applicable.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires that the directors,
executive officers, and persons who own more than 10% of a
registered class of the equity securities of ORP ("reporting
persons") file with the Securities and Exchange Commission
initial reports of ownership, and reports of changes in
ownership, of ORP Assignee Units. Reporting persons are required
by Securities and Exchange Commission rules to furnish ORP with
copies of all Section 16(a) reports they file.
Based solely upon a review of Section 16(a) reports
furnished to ORP for the fiscal year ended December 31, 1999 (the
"1999 fiscal year"), or representations by reporting persons
that no other reports were required for the 1999 fiscal year, ORP
believes that all reporting persons timely filed all reports
required by Section 16(a) of the Exchange Act.
Item 11. Executive Compensation.
(a), (b), (c) and (d)
Neither the director nor the executive officers of the
Managing General Partner receives direct compensation for
services rendered to the Partnership.
(e) Termination of Employment and Change of Control
Arrangements. None.
<PAGE 5>
- -----------------------------------------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART III (continued)
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security Ownership of Certain Beneficial Owners.
ORP Acquisition Partners Limited Partnership, located at 7200
Wisconsin Avenue, Suite 1100, Bethesda, MD 20814, owns 4,997
Assignee Units, representing approximately 21.1% of the
Assignee Units outstanding as of December 31, 1999. No other
person or group is known by the Partnership to own
beneficially more than 5% of the outstanding limited
partnership interests and Assignee Units.
(b) Security Ownership of Management.
The officers and directors of the General Partners of the
Partnership do not directly own any Assignee Units, however,
certain officers and directors own equity interests in ORP
Acquisition Partners Limited Partnership, which owns 4,997
Assignee Units, representing approximately 21.1% of the
Assignee Units outstanding as of December 31, 1999. An
affiliate of the General Partner is the Assignor Limited
Partner of the Partnership. The Assignor Limited Partner has
assigned the ownership of its limited partnership units
(including rights to a percentage of the income, gain, losses,
deductions, and distributions of the Partnership) to the
Assignee Unit Holders.
(c) Changes in Control. None.
Item 13. Certain Relationships and Related Transactions.
(a) Transactions with Management and Others.
The Partnership has no directors or officers. The Managing
General Partner and its affiliates do not receive any direct
compensation, but 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 for activities directly related to the
Partnership which were not covered separately by fees.
Total reimbursements to this affiliate for the years ended
December 31, 1999, 1998 and 1997 were $82,000, $116,000, and
$65,000, respectively, for administrative and accounting
related costs.
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.
(b) Certain Business Relationships.
The Partnership's response to Item 13(a) is incorporated
herein by reference. The Partnership has no business
relationship with entities of which the officers or director
of the Managing General Partner of the Partnership are
officers, directors or equity owners, other than as set forth
in the Partnership's response to Item 13(a).
<PAGE 6>
- -----------------------------------------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART III (continued)
(c) Indebtedness of Management. None
(d) Transactions with Promoters. None
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) List of documents filed as part of this Report:
1. Financial Statements.
The following financial statements are contained in the
Partnership's 1999 Annual Report and are incorporated
herein by reference into Part II, Item 8:
Page Numbers
Description Herein
---------------------------------------------------------
Report of Independent Accountants. 22
Consolidated Balance Sheets as of
December 31, 1999 and 1998. 23
Consolidated Statements of Operations
for the years ended December 31,
1999, 1998 and 1997. 24
Consolidated Statement of Partners'
Capital for the years ended
December 31, 1999, 1998 and 1997. 25
Consolidated Statements of Cash Flows
for the years ended December 31,
1999, 1998 and 1997. 26
Notes to Consolidated Financial
Statements. 27-34
2. Financial Statement Schedules.
All financial statement schedules have been omitted
since they are not applicable, not required, or because
the required information is included elsewhere in the
financial statements or notes thereto.
3. Exhibits (listed according to the number assigned in the
table in Item 601 of Regulations S-K).
Exhibit No. 4 - Items defining the rights of security
holders including indentures.
a. Amended and Restated Agreement and Certificate
of Limited Partnership (Incorporated by reference
from Exhibit A of the Prospectus of the Partnership,
dated May 24, 1985).
Exhibit No. 10 - Material contracts.
a. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering Fairlane East.
b. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering The Landings.
c. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering Raven Hill.
<PAGE 7>
- -----------------------------------------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
PART IV (continued)
d. Permanent Mortgage Loan Documents in favor of
Lexington Mortgage Company, encumbering Shadow Oaks.
Exhibit No. 13 - Annual report to security holders, etc.
a. Annual Report for the year ended December 31, 1999
("filed" only to the extent material therefrom is
specifically incorporated by reference).
Exhibit No. 25 - Power of Attorney.
a. Leo E. Zickler Power of Attorney
(Incorporated by reference from Exhibits to Post-
effective Amendment No. 1 to Form S-11 Registration
Statement, dated March 28, 1985).
Exhibit No. 28 - Additional Exhibits. None.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the registrant during
the year ended December 31, 1999.
(c) The list of Exhibits required by Item 601 of Regulation
S-K is included in Item 14(a)(3) above.
(d) Financial Statement Schedules.
See Item 14(a)(2) above.
<PAGE 8>
- ----------------------------------------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
CROSS REFERENCE SHEET
The item numbers and captions in Parts I, II, III, and IV
hereof and the page and/or pages in the referenced materials
where the corresponding information appears are as follows:
Sequentialy
Numbered
Item Reference Materials Page(s)
- -----------------------------------------------------------------
1. Business Annual Report 1999 pps 13-21
2. Properties Annual Report 1999 pps 13-14
5. Market for Registrant's Annual Report 1999 pps 12, 16-21,
Partnership Interest 31-32 & 33-34
and Related Partnership
Matters
6. Selected Financial Data Annual Report 1999 pp 12
7. Management's Discussion Annual Report 1999 pps 16-21
and Analysis of Financial
Condition and Results of
Operations
8. Financial Statements and Annual Report 1999 pps 22-34
Supplementary Data
11. Executive Compensation Annual Report 1999 pps 33-34
12. Certain Relationships Annual Report 1999 pps 33-34
and Related Transactions
14. Exhibits, Financial Annual Report 1999 pps 12-37
Statement Schedules,
and Reports on Form 8-K
<PAGE 9>
- -----------------------------------------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
EXHIBIT INDEX
(Listed according to the number assigned in the Exhibit Table in
Item 601 of Regulation S-K.)
(13) Annual Report 1998 to Security Holders.
Oxford Residential Properties I Limited Partnership's
Report dated December 31, 1999, follows on sequentially numbered
pages 11 through 37 of this report.
(27) Financial Data Schedule.
<PAGE 10>
- -----------------------------------------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
FORM 10-K
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: 3/1/00 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: 3/1/00 By: /s/ Leo E. Zickler
------ -----------------------------------------
Leo E. Zickler
Chairman of the Board of Directors and
Chief Executive Officer
Date: 3/1/00 By: /s/ Francis P. Lavin
------ -----------------------------------------
Francis P. Lavin
President
No proxy material has been sent to the Registrant's
security holders. The Partnership's Annual Report 1999 is
expected to be mailed to Assignee Unit Holders before May 2000.
<PAGE 11>
- -----------------------------------------------------------------
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
Annual Report 1999
CONTENTS
Selected Consolidated Financial Data
Community Descriptions
Average Occupancy
Summary of Project Data
Report of Management
Report of Independent Accountants
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Partners' Capital
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Distribution Information
General Partnership Information
Instructions for Investors who wish to
reregister or transfer ORP Assignee Units
<PAGE> 12
<TABLE>
- -------------------------------------------------------------------------------------------
Selected Consolidated Financial Data (in thousands, except Net
Income (Loss) per Assignee Unit and weighted average number
of Assignee Units outstanding)
- ---------------------------------------------------------------------------------------------
<CAPTION>
For the Years Ended December 31,
- ---------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total Assets $26,336 $26,926 $27,541 $27,860 $28,484
Investment Properties $23,545 $24,092 $24,423 $24,670 $25,063
Mortgage Notes Payable $20,341 $20,760 $21,145 $21,501 $21,828
Total Revenues from Apartment $ 8,056 $ 7,718 $ 7,461 $ 7,187 $ 6,895
Operations
Net Operating Income $ 4,247 $ 4,091 $ 3,830 $ 3,623 $ 3,463
Net Income (Loss) $ 624 $ 414 $ 402 $ 194 $ (184)
Net Income (Loss) Allocated to
Assignee Unit Holders $ 611 $ 406 $ 394 $ 190 $ (180)
Net Income (Loss) per Assignee
Unit $ 25.63 $ 16.71 $ 16.03 $ 7.63 $ (7.07)
Net Income (Loss) (tax basis) per
Assignee Unit $ 4.08<F1> $ (1.56)<F3>$ (4.62)<F5>$(12.29)<F7> $(26.65)<F9>
Cash Distributions per Assignee
Unit $ 30.00<F2> $ 30.00<F4> $ 20.00<F6> $ 15.00<F8> $ 12.50<F10>
Assignee Units Outstanding 23,667 24,091 24,325 24,657 25,186
Weighted Average of Assignee Units
Outstanding 23,850 24,281 24,582 24,940 25,515
Number of Assignee Unit Holders 1,431<F11> 1,483<F11> 1,579<F11> 1,712<F11> 1,642<F11>
Number of Investment Properties
Owned 4 4 4 4 4
- -------------------------------------------------------------------------------------------------
<FN>
<F1> Net income (tax basis) per Assignee Unit includes $( 1.84) real estate
rental loss per Assignee Unit, and $5.92 in portfolio income per Assignee Unit.
<F2> Includes semiannual distributions of $15.00 per Assignee Unit paid in
August 1999 and March 2000.
<F3> Net loss (tax basis) per Assignee Unit includes $(5.05) real estate rental
loss per Assignee Unit, and $3.49 in portfolio income per Assignee Unit.
<F4> Includes semiannual distributions of $15.00 per Assignee Unit paid in
August 1998 and March 1999.
<F5> Net loss (tax basis) per Assignee Unit includes $(8.84) real estate rental
loss per Assignee Unit, and $4.22 in portfolio income per Assignee Unit.
<F6> Includes semiannual distributions of $10.00 per Assignee Unit paid in
August 1997 and February 1998.
<F7> Net loss (tax basis) per Assignee Unit includes $(17.05) real estate rental
loss per Assignee Unit, and $4.76 in portfolio income per Assignee Unit.
<F8> Includes semiannual distributions of $7.50 per Assignee Unit paid in August
1996 and February 1997.
<F9> Net loss (tax basis) per Assignee Unit includes $(31.58) real estate rental
loss per Assignee Unit, and $4.93 in portfolio income per Assignee Unit.
<F10> Includes semiannual distributions of $5.00 per Assignee Unit paid in August
1995 and $7.50 per Assignee Unit paid in February 1996.
<F11> ORP Acquisition Partners Limited Partnership, located at 7200 Wisconsin
Avenue, Suite 1100, Bethesda, MD 20814, owns 4,997 Assignee Units, representing
approximately 21.1% of the Assignee Units outstanding at December 31, 1999.
Also, from July 1995 through December 31, 1999, ORP has redeemed, in the
aggregate, 2,047 Assignee Units, ranging in price from $332 to $600 per Assignee Unit.
</FN>
</TABLE>
<PAGE> 13
- -----------------------------------------------------------------
The following paragraphs contain descriptions of each
of the four properties comprising the Partnership's portfolio.
Unless otherwise indicated, information provided herein is as of
December 31, 1999.
Fairlane East, Dearborn, Michigan
Fairlane East is a 244-unit conventional property, located
in Dearborn, Michigan. Fairlane East was built in 1973 and
consists of 26 buildings, offering one to two bedroom apartments
and two to three bedroom townhomes. The buildings are of wood
frame construction with brick and wood trim. The property is
located on Rotunda Drive. To the north is single-family
residential, to the east is industrial, to the south is the Ford
Land Development Maintenance Center, and to the west is a
retirement center and the Ford World Headquarters. Fairlane East
is convenient to shopping, restaurants, churches, and public
transportation. Amenities include a washer and dryer in each
unit, a swimming pool and a clubhouse. Average occupancy was 96%
in 1999 and 94% in 1998.
Property improvements completed for the year ended
December 31, 1999 primarily include fence and deck replacements,
carpet, vinyl floor and appliance replacements, HVAC repairs and
replacements, structural repairs, roof replacements of the
clubhouse building and five carports, sidewalks and curb
replacements, interior and exterior painting, cabinet and counter
replacements, and landscaping improvements.
There are at least three competitive apartment communities
containing an aggregate of approximately 1,100 apartment units
located in the Dearborn area within a five-mile radius of the
site. Average occupancy at these communities was approximately
95% as of December 31, 1999. Additionally, a new rental
community is being built adjacent to Fairlane East, with leasing
of the new units anticipated to begin in 2000.
The Landings, Indianapolis, Indiana
The Landings is a 150-unit property located in
northeastern Indianapolis, Indiana. The property is approximately
15 minutes from the downtown business district. The Landings is
located at 78th Street and Keystone Avenue between the popular
areas of Keystone at the Crossing and Broad Ripple, and is
convenient to shopping, entertainment, parks, major thoroughfares,
and public transportation. The property was built in 1974
and consists of nine wood frame constructed buildings
with brick and aluminum siding and wood trim. The property
is located on 27.3 acres along the White River and surrounds a
lake that opens to the White River. Amenities include a clubhouse
with party and billiard room, boat launch ramp to the river, boat
storage, a sand volleyball court, two lighted tennis courts,
a basketball court area, and a swimming pool. Average occupancy
was 93% in 1999 and 95% in 1998.
Project improvements completed for the year ended December
31, 1999 primarily include carpet, vinyl floor and appliance
replacements, balcony replacements, asphalt/concrete repairs,
HVAC repairs and replacements, and refurbishment of clubhouse.
Major competitors of The Landings include at least four
comparable apartment communities, containing an aggregate of
approximately 2000 units, located within five miles of the
property. Average occupancy at these communities was
approximately 84% as of December 31, 1999. An additional three
properties with an aggregate total of approximately 900
apartment units are under construction in the Indianapolis
area within a six-mile radius of the site. These properties
are scheduled to be completed during 2000.
Raven Hill, Burnsville, Minnesota
Raven Hill is a 304-unit apartment community located in
Burnsville, Minnesota, a suburb south of Minneapolis.
It is convenient to the Minneapolis central business district,
as well as the suburban employment centers of the Twin Cities
of Minneapolis and St. Paul. The property was built in 1971 and
consists of four three-story buildings with underground and
surface parking. Amenities include two guest suites, indoor and
outdoor swimming pools, a spa, tennis courts, an indoor
racquetball court, and two entertainment centers. Average
occupancy was 98% and 97% in 1999 and 1998, respectively.
<PAGE 14>
- -----------------------------------------------------------------
Community Descriptions
- -----------------------------------------------------------------
Property improvements completed for the year ended
December 31, 1999 primarily include patio and balcony
improvements, carpet and vinyl replacements, appliance
replacements, interior painting, boiler repairs,landscaping
improvements, air conditioner replacements, ventilator fans, and
elevator improvements.
There are several comparable apartment communities located
in the Burnsville area within close proximity of Raven Hill, with
average occupancy of 96% at December 31, 1999. Built in the mid
to late 1980s, these communities are newer and offer more
contemporary features than Raven Hill. However, the exterior
vinyl siding, window, and patio and balcony improvements at Raven
Hill are now complete and will enhance the appearance and
competitiveness of Raven Hill. There are no known rental
communities under construction in this market area.
Shadow Oaks, Tampa, Florida
Shadow Oaks is a 200-unit apartment community built in
1984 and is located in a neighborhood consisting of middle-
and upper-middle-class single-family homes close to various
commercial centers. Shadow Oaks is located in northeast
Tampa, between the University of South Florida and Carrollwood
areas. Amenities include playground, pool, whirlpool, tennis
court, picnic area, volleyball court, and laundry facilities.
There has been significant building of apartments in Tampa and
the surrounding area and, as a result, Shadow Oaks competes for
residents with a considerable number of newer apartment
communities located in nearby neighborhoods. Average occupancy
was 94% in 1999 and 97% in 1998.
Property improvements completed for the year ended
December 31, 1999 primarily include cedar wood siding and picket
replacement performed in conjunction with a complete exterior
paint job of the property, completion of third and final year of
roof replacement, carpet, vinyl floor and appliance replacements,
clubhouse upgrades, and landscaping improvements.
There are three comparable apartment communities
containing an aggregate of approximately 1,200 apartment units
located in the Tampa area within a three-mile radius of the site.
Average occupancy at these communities was approximately 93% as
of December 31, 1999. Although new construction is planned in
the Tampa area, it is not expected to materially adversely affect
Shadow Oaks due to its competitive market position in the area.
<PAGE 15>
<TABLE>
- -------------------------------------------------------------------------------------------------------------------
Average Occupancy
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
The average occupancy for each of the four investment properties is shown in the following chart:
Average For the Quarter Ended Average
Property/ Acquisiton Occupancy --------------------------------------------- Occupancy
Location Date 1998 3/31/99 6/30/99 9/30/99 12/31/99 1999
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 12/23/85 94% 96% 97% 98% 94% 96%
Dearborn, Michigan
The Landings 10/31/84 95% 93% 96% 93% 88% 93%
Indianapolis, Indiana
Raven Hill 12/24/86 97% 97% 98% 98% 98% 98%
Burnsville, Minnesota
Shadow Oaks 02/07/85 97% 95% 94% 95% 92% 94%
Tampa, Florida
</TABLE>
<TABLE>
- --------------------------------------------------------------------------------------------------------------------
Summary of Project Data (in thousands)
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
1999 Operating Results (in thousands)
-----------------------------------------------------------------
NOI
Average<F1> Before
Rent Collected Property
------------------- Improvements NOI
Property/ No. of December December Apartment Apartment & Debt Property<F2> Before
Location Units 1999 1998 Revenues Expenses Service Improvements Debt Service
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East 244 $1,043 $1,010 $2,973 $1,213 $1,760 $381 $1,379
Dearborn, Michigan
The Landings 150 602 616 1,082 611 471 163 308
Indianapolis, Indiana
Raven Hill 304 763 735 2,803 1,356 1,447 516 931
Burnsville, Minnesota
Shadow Oaks 200 517 488 1,198 629 569 181 388
Tampa, Florida
- --------------------------------------------------------------------------------------------------------------------
Total 898 $8,056 $3,809 $4,247 $1,241 $3,006
- --------------------------------------------------------------------------------------------------------------------
<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 incurred during 1999, consisting of $504,000 in
refurbishment expenses and $737,000 in capitalized costs.
</FN>
</TABLE>
<PAGE 16>
- -----------------------------------------------------------------
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 December 31, 1999, and its consolidated results of operations
and cash flows for the three years ended December 31, 1999, 1998
and 1997. 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 Annual Report.
Recent Developments
On February 28,2000, the Managing General Partner declared
a distribution of $15 per Assignee Unit to its Partners and
Assignee Unit Holders of record as of December 31, 1999. The
distribution was the same as the last three semi-annual
distributions but represents a $5 increase over the amount paid
for the last semi-annual distribution for 1997.
On behalf of the Partnership,Oxford Residential Properties
I Corporation ("Managing General Partner"), will consider offers
made by Assignee Unitholders who wish to sell their Assignee
Units at such prices as may be set by the Managing General
Partner from time to time. The prices that will be paid will be
established by reference to prevailing secondary market prices
and will be determined solely by the Managing General Partner.
This is neither an offer to purchase nor a solicitation of an
offer to sell by the Partnership. During the period from July
1995 through December 31, 1999, ORP redeemed, in the aggregate,
2,047 Assignee Units for approximately $808,000. Since January
1, 2000, ORP has redeemed an additional 37 Assignee Units.
Liquidity and Capital Resources
Current Position. At December 31,1999, ORP held $1,344,000
in cash and cash equivalents and the working capital reserve,
compared to $1,351,000 at December 31, 1998. The decrease of
$7,000 is primarily attributable to increases in property net
operating income offset by: (i) the distributions made on
February 27, 1999 and August 28, 1999 to Partners of record as of
December 31, 1998 and June 30, 1999 totaling $361,365 and
$357,270, respectively, (ii) the purchase of 424 Assignee Units
during the year ended December 31, 1999 totaling $236,000, and
(iii) the payment of administrative costs for the year ended
December 31, 1999 totaling $170,000.
Other Assets shown on the accompanying consolidated Balance
Sheet increased by $28,000 to $1,009,000 at December 31, 1999
from $981,000 at December 31, 1998. The increase in Other Assets
is primarily a result of increases in prepaid property taxes
offset by decreases in escrow deposits. 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 $739,000
at December 31, 1999. These Subaccounts are funded and
maintained monthly, as needed, from property income (except
security deposits), in accordance with the requirements pursuant
to each property's loan agreement and based on expenditures
anticipated in the following months. Accounts Receivable and
Prepaid Expenses, which are also included in Other Assets,
totaled $56,000 and $214,000, respectively, at December 31, 1999.
Unamortized deferred costs related to organization and
refinancing costs (discussed in prior reports) at December 31,
1999 were $260,000, compared to $326,000 at December 31, 1998.
These costs are being amortized over the term of the mortgages.
Property Operations. ORP's future liquidity and level of
cash distributions are dependent upon the net operating income
after debt service, refurbishment expenses, and capitalized
improvements generated by ORP's four investment properties and
proceeds from any sale or refinancing of those properties. To
the extent any individual property does not generate sufficient
cash to cover its operating needs, including debt service,
deficits would be funded by cash generated from the other
investment properties, if any, working capital reserves, if any,
or borrowings by ORP. Property improvements in the aggregate
amount of $1,241,000 were made for the year ended December 31,
1999, compared to $1,322,000 for the same period in 1998. Of the
$1,241,000 of property improvements, $737,000 was capitalized for
financial statement purposes for the year ended December 31,
1999, compared to $919,000 of the $1,322,000 of property
improvements for the same period in 1998.
<PAGE 17>
- -----------------------------------------------------------------
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 December 31, 1999 and December 31, 1998,
deferred property management fees to NHP amounted to $871,000 and
$712,000, respectively.
Results of Operations
The net operating income, before debt service, refurbishment
expenses, and capitalized property improvements, reported by each
of the four investment properties for the year ended December 31,
1999, as compared to the years ended December 31, 1998 and 1997,
is as follows:
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
(in thousands)
Property 1999 1998 1997
- -----------------------------------------------------------------
<S> <C> <C> <C>
Fairlane East, Dearborn, Michigan $1,760 $1,688 $1,683
The Landings, Indianapolis, Indiana 471 536 498
Raven Hill, Burnsville, Minnesota 1,447 1,309 1,110
Shadow Oaks, Tampa, Florida 569 558 539
- -----------------------------------------------------------------
Total Net Operating Income $4,247 $4,091 $3,830
=================================================================
</TABLE>
In the aggregate, the net operating income, before debt
service, refurbishment expenses, and capitalized property
improvements, reported by the Partnership in 1999 increased by
3.8% compared to 1998. Set forth below is a discussion of the
properties which compares their respective operations for the
years ended December 31, 1999, 1998 and 1997.
1999 versus 1998
Fairlane East
Fairlane East's net operating income for the year ended
December 31, 1999 increased by 4.3% from the same period in 1998
due to a 6.1% increase in revenues offset by an 8.9% increase in
apartment expenses. The increase in revenues was primarily
attributable to the property's on-going ability to change its
rent structure by adjusting rents on specific unit types. The
property's apartment expense increase is primarily attributable
to an increase in maintenance expenses, specifically snow
removal, grounds, and decorating contract expenses, and
administrative expenses. Average occupancy for the year ended
December 31, 1999 increased to 96%, compared to 94% for the same
period in 1998. During the year ended December 31, 1999, the
Partnership expended $381,000 on property improvements, including
$282,000 capitalized for accounting purposes. Of the $282,000
capitalized costs, approximately $149,000 was paid for major
cabinet, and countertop replacement and carpet replacement in
many of the units. The Managing General Partner anticipates
approximately the same spending levels on property improvements
for 2000.
The Landings
The Landings' net operating income for the year ended
December 31, 1999 decreased by 12.1% from the same period in 1998
due to a less than 1% decrease in revenues and a 10.8% 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 year
ended 1998. The Landings did not receive any property tax
refunds during the year ended December 31, 1999. Excluding the
impact of the refund from both periods, total apartment expenses
and net operating income for the year ended December 31, 1999
would have increased/(decreased) by 3.6% and (5.5%),
respectively, from the same period last year. Average occupancy
for the year ended December 31, 1999 decreased to 93%, compared
to 95% for the same period in 1998. During the year ended
December 31, 1999, the Partnership expended $163,000 on property
improvements, including $97,000 capitalized for accounting
purposes. The Managing General Partner anticipates slightly
higher spending levels on property improvements for 2000.
<PAGE 18>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Raven Hill
Raven Hill's net operating income for the year ended
December 31, 1999 increased by approximately 10.5% from the same
period in 1998 due to a 5.8% increase in revenues offset by a
1.2% increase in apartment expenses. The increase in revenues is
attributable to a 5.3% increase in rental income due to a
stronger rental market. The increase in apartment expenses is
primarily attributable to increases in operating and
administrative expenses. Average occupancy for the year ended
December 31, 1999 increased to 98% compared to 97% for the same
period in 1998. During the year ended December 31, 1999, the
Partnership expended $516,000 for property improvements of which
$290,000 was capitalized for accounting purposes. Of the
$290,000 of capitalized costs, approximately $196,000 was paid
for major interior painting and carpeting of two of Raven Hills'
four apartment buildings and $58,000 for asphalt. The Managing
General Partner anticipates slightly lower spending levels on
property improvements for 2000.
Shadow Oaks
Shadow Oaks' net operating income for the year ended
December 31, 1999 increased by 2.0% from the same period in 1998
due to a 1.8% increase in revenues offset by a 1.6% increase in
apartment expenses. The increase in revenues was primarily
attributable to a 2.5% increase in rental income. The increase
in apartment expenses is primarily attributable to increases in
maintenance and operating expenses. Average occupancy for the
year ended December 31, 1999 decreased to 94%, compared to 97%
for the same period in 1998. During the year ended December 31,
1999, the Partnership expended $181,000 on property improvements,
including $68,000 capitalized for accounting purposes. The
Managing General Partner anticipates slightly higher spending
levels on property improvements for 2000.
1998 versus 1997
Fairlane East
Fairlane East's net operating income for the year ended
December 31, 1998 increased by less than 1% from the same period
in 1997 due to a 2.4% increase in revenues offset by a 5.8%
increase in apartment expenses. The increase in revenues was
primarily attributable to the property's ability to change its
rent structure, adjusting rents on specific unit types, which
resulted in higher gross rental revenue throughout 1998. The
increase in apartment expenses is primarily attributable to
increases in marketing expenses in response to lower than
expected occupancy rates during the first half of 1998, and
maintenance expenses associated with higher than expected unit
turnover. Average occupancy in 1998 decreased to 95% from 96% in
1997. During 1998, the Partnership expended $348,000 on property
improvements, including $218,000 of capitalizable expenditures.
The Managing General Partner believes that apartment upgrades
will be the focus for 1998 property improvements, including
cabinetry replacements, to assist the property in competing in
the local marketplace.
The Landings
The Landings' net operating income for the year ended
December 31, 1998 increased by 7.6% from the same period in 1997
due to a 4% increase in revenues and a less than 1% increase in
apartment expenses. Total apartment expenses were mostly lower
throughout 1998 primarily because of reductions in property
taxes. In March 1998, the Partnership received a refund of real
estate taxes in the amount of $38,000 due to tax overpayments in
prior years. The refund, in turn, reduced the amount of property
tax expenses and resulted in a significantly higher overall net
operating income for the year ended. Average occupancy in 1998
increased to 95% from 91% in 1997. The increase in occupancy is
primarily due to a slight decline in new home purchases which, in
turn, led to an increase in overall occupancy levels. During
1998, the Partnership expended $213,000 on property improvements,
including $113,000 of capitalizable expenditures. The Managing
General Partner anticipates slightly lower spending levels on
property improvements in 1998, as compared to the year ended
December 31, 1998.
<PAGE 19>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
Raven Hill
Raven Hill's net operating income for the year ended
December 31, 1998 increased by 18% from the same period in 1997
due to a 4.2% increase in revenues and a 6.4% decrease in
apartment expenses. The increase in revenues is primarily
attributable to steady increases in per-unit rents along with
lower than forecasted vacancy levels. The decrease in apartment
expenses is primarily attributable to: (i) savings in utility
costs due to better than average weather conditions, (ii)
decreases in maintenance expenses due to payroll savings from
having fewer maintenance workers, and (iii) a decrease in
property taxes due to lower 1998 property tax assessments.
Average occupancy for 1998 and for 1997 was 97%, respectively.
The Partnership expended $483,000 for property improvements
during 1998, including $372,000 of capitalizable expenditures.
The Managing General Partner anticipates higher spending levels
on property improvements in 1998, as compared to the year ended
December 31, 1998.
Shadow Oaks
Shadow Oaks' net operating income for the year ended
December 31, 1998 increased by 3.5% from the same period in 1997
due to a 3.7% increase in revenues and a 3.8% increase in
apartment expenses. The increase in revenue is due to increases
in rent levels of certain units coupled with increased traffic
caused by the completion of a road widening project near the
property. The increase in apartment expenses is attributable to
increases in administrative expenses and property taxes. The
average occupancy in 1998 increased to 97%, compared to 95% in
1997. During 1998, the Partnership expended $278,000 on property
improvements, including $216,000 of capitalizable expenditures.
The Managing General Partner anticipates slightly lower spending
levels on property improvements in 1998, as compared to the year
ended December 31, 1998.
1997 versus 1996
Fairlane East
Fairlane East's net operating income for the year ended
December 31, 1997 increased by 5.9% from the same period in 1996
due to a 3.3% increase in revenues and a less than 1% decrease in
apartment expenses. The increase in revenues was attributed to a
stronger economy in the Dearborn, Michigan area due to new
commercial development. In the Detroit metropolitan area,
population growth and unemployment rates improved during 1997.
The competitive services and rental rates, along with impressive
curb appeal, were contributing factors to the improvement in
occupancy. Average occupancy in 1997 decreased to 96% from 98%
in 1996. During 1997, the Partnership expended $328,000 on
property improvements, including $248,000 capitalized for
accounting purposes.
The Landings
The Landings' net operating income for the year ended
December 31, 1997 decreased by less than 1% from the same period
in 1996 due to a 1% increase in revenues and a 2.5% increase in
apartment expenses. The increase in apartment expenses was
primarily attributable to an increase in maintenance and
operating expenses. Average occupancy in 1997 decreased to 91%
from 94% in 1996. The Managing General Partner believes that
this decrease in occupancy is due to the decline in interest
rates during 1997 which, in turn, led to an increase in the
purchase of new homes by tenants. During 1997, the Partnership
expended $180,000 on property improvements, including $114,000
capitalized for accounting purposes.
Raven Hill
Raven Hill's net operating income for the year ended
December 31, 1997 increased by 6.2% from the same period in 1996
due to a 4.6% increase in revenues and a 3.3% increase in
apartment expenses. The increase in apartment expenses was
primarily attributable to an increase in property taxes and
operating and administrative expenses. Occupancy in 1997
increased to 97% from 93% in 1996. The Partnership expended
$506,000 for property improvements during 1997, including
$418,000 that was capitalized for accounting purposes.
<PAGE 20>
- -----------------------------------------------------------------
Shadow Oaks
Shadow Oaks' net operating income for the year ended
December 31, 1997 increased by 10.7% from the same period in 1996
due to a 6.2% increase in revenues and a 2.5% increase in
apartment expenses. The average occupancy in 1997 increased by 3
percentage points to 95%, compared to 92% in 1996. The increase
in apartment expenses is attributable to an increase in
maintenance and operating expenses, offset by decreases in
administrative and marketing expenses and property taxes. During
1997, the Partnership expended $188,000 on property improvements,
including $144,000 that was capitalized for accounting purposes.
Consolidated Statements of Operations-Other Income and Deductions
Other income was $318,000, $283,000, and $330,000,
respectively, for the years ended December 31, 1999, 1998 and
1997.
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 $1,694,000, $1,727,000, and $1,758,000, respectively,
and mortgage principal paid was $415,000, $385,000, and $356,000,
respectively, for the years ended December 31, 1999, 1998 and
1997.
Depreciation expense for the years ended December 31, 1999,
1998 and 1997 was $1,281,000, $1,250,000, and $1,171,000,
respectively. Amortization expense for the years ended December
31, 1999, 1998 and 1997 was $66,000, $98,000 and $98,000,
respectively.
For the years ended December 31, 1999, 1998 and 1997, of the
total property improvements in the aggregate amount of
$1,241,000, $1,322,000, and $1,202,000, respectively, $504,000,
$403,000, and $278,000, respectively, were classified as
refurbishment expenses for financial statement purposes. The
remaining balances of $737,000, $919,000, and $924,000,
respectively, were capitalized for financial statement purposes.
Interest income for the years ended December 31, 1999, 1998
and 1997 was $93,000, $72,000, and $76,000, respectively. The
increase was primarily due to a increase in cash and cash
equivalents during 1999, as compared to 1998 and 1997.
ORP's administrative expenses for the years ended December
31, 1999, 1998 and 1997 were $170,000, $271,000, and $199,000,
respectively. Administrative expenses in 1998 included legal
fees associated with ORP,s securities filings and responses to a
tender offer for assignee units made during 1998 by unaffiliated
entities which legal fees did not occur in 1999.
In the aggregate, the net income, after debt service,
refurbishment expenses, and other deductions, reported by ORP for
the year ended December 31, 1999 of $624,000 reflects an increase
of $227,000, or 55%, from net income of $414,000 at December 31,
1998. The increase is primarily attributed to improvement in
property operations and reduced 1999 administrative expenses.
<PAGE 21>
- -----------------------------------------------------------------
Report of Management
- -----------------------------------------------------------------
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 K
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 22>
- -----------------------------------------------------------------
Report of Independent Accountants
- -----------------------------------------------------------------
To the Partners and Assignee Unit Holders of Oxford Residential
Properties I Limited Partnership:
In our opinion, the accompanying consolidated balance sheets
and the related consolidated statements of operations, partners'
capital and cash flows present fairly, in all material respects,
the consolidated financial position of Oxford Residential
Properties I Limited Partnership and Subsidiaries as of December
31, 1999 and 1998, and the consolidated results of its operations
and its cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States. These financial
statements are the responsibility of the Partnership's Managing
General Partner; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards
generally accepted in the United States which require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Washington, D.C.
January 28, 2000
<PAGE 23>
<TABLE>
- ---------------------------------------------------------------------
Oxford Residential Properties I Limited Partnership and Subsidiaries
- ---------------------------------------------------------------------
Consolidated Balance Sheets (in thousands, except Assignee Unit data)
- ---------------------------------------------------------------------
<CAPTION>
December 31, 1999 1998
- ---------------------------------------------------------------------
<S> <C> <C>
Assets
Investment properties, at cost
Land $ 3,681 $ 3,681
Buildings and improvements, net of
accumulated depreciation
of $17,361 and $16,077, respectively 19,864 20,411
- ---------------------------------------------------------------------
Total Investment Properties 23,545 24,092
- ---------------------------------------------------------------------
Cash and cash equivalents 1,322 1,288
Working capital reserve 22 63
Tenant security deposits 178 176
Deferred costs, net of amortization
of $2,657 and $2,591, respectively 260 326
Other assets 1,009 981
- ---------------------------------------------------------------------
2,791 2,834
- ---------------------------------------------------------------------
Total Assets $26,336 $26,926
=====================================================================
Liabilities and Partners' Capital
Liabilities
Mortgage notes payable $20,341 $20,760
Accounts payable and accrued expenses 380 382
Distributions payable 355 361
Other liabilities 871 712
Tenant security deposits 178 176
- ---------------------------------------------------------------------
Total Liabilities 22,125 22,391
- ---------------------------------------------------------------------
Commitments and contingencies (Notes 10 and 11)
Partners' Capital
General Partners (1,011) (1,024)
Assignor Limited Partner 1 1
Assignee Unit Holders (25,714 Assignee
Units issued and 23,667 outstanding
for 1999; 24,091 outstanding for 1998) 5,221 5,558
- ---------------------------------------------------------------------
Total Partners' Capital 4,211 4,535
- ---------------------------------------------------------------------
Total Liabilities and Partners' Capital $26,336 $26,926
=====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE 24>
- ---------------------------------------------------------------------
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)
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Years Ended December 31, 1999 1998 1997
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Apartment Revenues
Rental income $7,738 $7,435 $7,131
Other income 318 283 330
- ---------------------------------------------------------------------
Total Apartment Revenues 8,056 7,718 7,461
- ---------------------------------------------------------------------
Apartment Expenses
Maintenance 1,273 1,199 1,187
Operating 645 603 639
Administrative 525 469 441
Property management fees 396 383 373
Property taxes 839 839 875
Marketing 131 134 116
- ---------------------------------------------------------------------
Total Apartment Expenses 3,809 3,627 3,631
- ---------------------------------------------------------------------
Net Operating Income 4,247 4,091 3,830
- ---------------------------------------------------------------------
Other Deductions
Interest expense 1,694 1,727 1,758
Depreciation and amortization 1,347 1,348 1,269
Refurbishment expenses 504 403 278
Partnership administrative expenses 170 271 199
Interest income (92) (72) (76)
--------------------------------------------------------------------
Total Other Deductions 3,623 3,677 3,428
- ---------------------------------------------------------------------
Net Income $ 624 $ 414 $ 402
=====================================================================
Net Income Allocated to Assignee
Unit Holders $ 611 $ 406 $ 394
=====================================================================
Net Income per Assignee Unit $25.63 $16.71 $16.03
=====================================================================
Weighted Average Number of Assignee
Units Outstanding 23,850 24,281 24,582
=====================================================================
The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>
<PAGE 25>
- ---------------------------------------------------------------------
Oxford Residential Properties I Limited Partnership and Subsidiaries
- ---------------------------------------------------------------------
Consolidated Statement of Partners' Capital (in thousands)
<TABLE>
<CAPTION>
Limited Partners'
Interest
------------------
Assignee Assignor
For the Years Ended December Unit Limited General
31, 1999, 1998 and 1997 Holders Partner Partner Total
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, January 1, 1997 $6,195 $1 $ (1,040) $ 5,156
- ---------------------------------------------------------------------
Net income 394 0 8 402
Distributions to Assignee
Unit Holders (489) 0 0 (489)
Redemptions of Assignee Units (110) 0 0 (110)
- ---------------------------------------------------------------------
Balance, December 31, 1997 $5,990 $1 $(1,032) $4,959
- ---------------------------------------------------------------------
Net income 406 0 8 414
Distributions to Assignee
Unit Holders (726) 0 0 (726)
Redemptions of Assignee Units (112) 0 0 (112)
- ---------------------------------------------------------------------
Balance, December 31, 1998 $5,558 $1 $(1,024) $4,535
- ---------------------------------------------------------------------
Net income 611 0 13 624
Distributions to Assignee
Unit Holders (712) 0 0 (712)
Redemptions of Assignee Units (236) 0 0 (236)
- ---------------------------------------------------------------------
Balance, December 31, 1999 $5,221 $1 $(1,011) $4,211
=====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE 26>
- ---------------------------------------------------------------------
Oxford Residential Properties I Limited Partnership and Subsidiaries
- ---------------------------------------------------------------------
Consolidated Statements of Cash Flows (in thousands)
- ---------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Years Ended December 31, 1999 1998 1997
- ---------------------------------------------------------------------
Operating Activities
<S> <C> <C> <C>
Net Income $ 624 $ 414 $ 402
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 1,347 1,348 1,269
Changes in assets and liabilities
Tenant security deposits liability 2 13 28
Tenant security deposits (2) (13) (28)
Other assets (28) 47 (55)
Accounts payable and accrued expenses (2) (89) (1)
Other liabilities 159 152 149
- ---------------------------------------------------------------------
Net cash provided by operating activities 2,100 1,872 1,764
- ---------------------------------------------------------------------
Investing activities
Working capital reserve 41 372 19
Additions to investment properties (737) (919) (924)
- ---------------------------------------------------------------------
Net cash used in investing activities (696) (547) (905)
- ---------------------------------------------------------------------
Financing activities
Distributions paid (719) (608) (431)
Mortgage principal paid (415) (385) (356)
Redemption of Assignee Units (236) (112) (110)
- ---------------------------------------------------------------------
Net cash used in financing activities (1,370) (1,105) (897)
- ---------------------------------------------------------------------
Net (decrease) increase in cash
and cash equivalents 34 220 (38)
Cash and cash equivalents,
beginning of year 1,288 1,068 1,106
- ---------------------------------------------------------------------
Cash and cash equivalents, end of year $1,322 $1,288 $1,068
=====================================================================
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE 27>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Note 1. Partnership Organization
Oxford Residential Properties I Limited Partnership ("ORP")
or the "Partnership") is a Maryland limited partnership formed on
January 19, 1984, to acquire, own and operate residential
properties. The Partnership began operations in September 1984
and will continue until December 31, 2027, unless terminated
earlier under the provisions of the Partnership Agreement.
The General Partners of the Partnership are Oxford
Residential Properties I Corporation and Oxford Fund I Limited
Partnership. Oxford Residential Properties I Corporation serves
as the Managing General Partner, and Oxford Fund I Limited
Partnership serves as Associate General Partner. ORP I Assignor
Corporation, the Assignor Limited Partner, has assigned the
ownership of its limited partnership interests (including ORP I
Assignor Corporation's rights to a percentage of the income,
gains, losses, deductions, and distributions of the Partnership)
to the purchasers of Assignee Units on the basis of one unit of
limited partnership interest for one Assignee Unit. The General
Partners and the Assignor Limited Partner are affiliated through
common ownership. The Partnership's net profit or loss is
allocated to the Assignee Unit Holders and partners in accordance
with the Partnership Agreement.
The Partnership sold $25,714,000 in Assignee Unit interests
in a public offering that concluded in October 1985. There is
currently no established public market in which the Assignee
Units are traded. During the period from July 1995 through
December 31, 1999, ORP purchased, in the aggregate, 2,047
Assignee Units.
Effective January 12, 1994, the Partnership completed the
refinancing of all debt collateralized by three of its
properties, as well as the placement of a new loan collateralized
by the fourth property. To use this financing program, the
Partnership was required to modify its ownership structure in
certain respects. Accordingly, the Partnership transferred its
ownership interests in the properties to four new entities: (i)
ORP One L.L.C. (Fairlane East), (ii) ORP Two L.L.C. (The
Landings), (iii) ORP Three L.L.C. (Raven Hill), and (iv) ORP Four
Limited Partnership (Shadow Oaks). In the case of Shadow Oaks, a
limited partnership was used because, under applicable Florida
law in effect at the time, limited liability companies were taxed
as corporations rather than partnerships. The Partnership
effectively holds all of the ownership interests of each of these
entities. The Partnership holds a direct 99% interest in each
new entity, and the remaining 1% interest is held by one of four
new corporations: (i) ORP Corporation I; (ii) ORP Corporation II;
(iii) ORP Corporation III; and (iv) ORP Corporation IV. The
Partnership owns all of the stock of these new corporations.
Note 2. Significant Accounting Policies
Basis of presentation. The consolidated financial
statements include the accounts of the Partnership and its
subsidiaries. All significant intercompany balances and
transactions have been eliminated.
Method of accounting. The Partnership's consolidated
financial statements are prepared on the accrual basis in
accordance with generally accepted accounting principles.
Investment Properties. Investment properties are carried at
cost, net of accumulated depreciation. Investment properties are
reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable. For purposes of evaluating the recoverability, a
recoverability test is performed using undiscounted net cash
flows of the individual properties. If impairment is indicated,
the carrying value of the investment property is adjusted based
on the discounted future cash flows.
Revenue Recognition. Rental income is recognized as rentals
become due. Rental payments received in advance are deferred
until earned. All leases between the company and the tenants of
the property are operating leases.
Depreciation and amortization. For financial reporting
purposes, depreciation of buildings and improvements is
calculated based upon cost less the estimated salvage value on a
straight-line basis over the estimated useful life of the
property of 25 years. Personal property is depreciated on a
straight-line basis over five years. For income tax reporting
purposes, depreciation of buildings, improvements, and personal
property is calculated using the accelerated cost recovery
methods, as provided in Section 168 of the Internal Revenue Code.
<PAGE 28>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Deferred costs. Deferred costs reflect financing fees,
which are amortized on a straight-line basis over the life of the
respective loan agreements for both financial and income tax
reporting purposes.
Use of estimates. The preparation of financial statements
in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from
those estimates.
Income taxes. No provision has been made for federal,
state, or local income taxes in the financial statements of the
Partnership, since the partners and the Assignee Unit Holders are
required to report on their individual tax returns their
allocable share of income, gains, losses, deductions, and credits
of the Partnership. The Partnership's tax return is prepared on
the accrual basis.
Net income and distributions per Assignee Unit. Net income
and distributions per Assignee Unit are based on the weighted
average number of units outstanding during the year.
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.
Statements of cash flows. Since the consolidated statements
of cash flows are intended to reflect only cash receipts and cash
payment activity, the statements do not reflect investing and
financing activity that affect recognized assets or liabilities
that do not result in cash receipts or cash payments. This
noncash activity consists of distributions payable of $355,000,
$361,000, and $243,000 at December 31, 1999, 1998 and 1997,
respectively.
Interest on mortgage loans paid in 1999, 1998 and 1997 was
$1,694,000, $1,727,000, and $1,758,000, respectively.
Cash and cash equivalents. Cash and cash equivalents
consist of all demand deposits and government money market funds
stated at cost, which approximates market value, with original
maturities of three months or less at the date of purchase.
Note 3. Working Capital Reserve
Working Capital Reserve. The Partnership established an
initial working capital reserve in the amount of $1,286,000 in
1985 from net offering proceeds received in excess of investment
properties acquired. Funds in the reserve, which are invested in
United States Treasury Bills, are stated at cost, which
approximates market value. The Partnership Agreement permits
additions to the reserve of such amounts derived from the
operations of residential properties as deemed advisable by the
Managing General Partner. All funds held in the working capital
reserve are available to fund renovations and repairs, operating
deficits, and other contingencies of the residential properties.
Funds held in the working capital reserve also can be used to
supplement distributions to the Assignee Unit Holders. The
balance of the working capital reserve at December 31, 1999 was
$22,000.
<PAGE 29>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Note 4. Investment Properties
Information regarding the four investment properties is listed
below.
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
Schedule of Carrying Values (in thousands)
- -----------------------------------------------------------------
Date of Purchase Carrying No. of
Property Acquisition Price Values Units
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairlane East
Dearborn, Michigan 12/23/85 $12,100 $ 8,688 244
The Landings
Indianapolis, Indiana 10/31/84 4,050 3,004 150
Raven Hill
Burnsville, Minnesota 12/24/86 12,159 7,052 304
Shadow Oaks
Tampa, Florida 02/07/85 7,138 4,801 200
--------------------------
$35,447 $23,545 898
================================================================
Reconciliation of Real Estate (in thousands)
- ----------------------------------------------------------------
For the Years Ended December 31, 1999 1998 1997
- ----------------------------------------------------------------
Balance, beginning of period $40,169 $39,250 $38,326
Capitalized Improvements 737 919 924
---------------------------
Balance, end of period $40,906 $40,169 $39,250
================================================================
Reconciliation of Accumulated Depreciation (in thousands)
- ----------------------------------------------------------------
For the Years Ended December 31, 1999 1998 1997
Balance, beginning of period $16,077 $14,827 $13,656
Depreciation expense for period 1,284 1,250 1,171
---------------------------
Balance, end of period $17,361 $16,077 $14,827
================================================================
</TABLE>
<PAGE 30>
- ----------------------------------------------------------------
Notes to Consolidated Financial Statements
- ----------------------------------------------------------------
Note 4. Investment Properties (continued)
For the Year Ended December 31, 1999 (in thousands)
<TABLE>
<CAPTION>
Initial Costs Gross Amount Carried at
To Partnership Costs Close of Period<F1>
--------------------- Capitalized --------------------------
Buildings & Subsequent Building & Accumulated Date of Date Depr.
Description Encumbrances Land Improvements To Acquisiton<F2>Land Improvements<F3> Total Depreciation Const.Acquired Life
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fairlane East Apts. $9,347 $1,251 $11,159 $ 2,408 $1,251 $13,848 $15,099 $ 6,411 1973 12/23/85 5-25
Dearborn, Michigan
(244 units-garden
apartments)
The Landings 3,081 552 3,594 1,007 562 4,687 5,249 2,245 1974 10/31/84 5-25
Indianapolis, Indiana
(150 units-garden
apartments)
Raven Hill Apts. 4,707 909 11,603 (549)<F4> 909 11,346 12,255 5,203 1971 12/24/86 5-25
Burnsville, Minnesota
(304 units-garden
apartments)
Shadow Oaks Apts. 3,206 962 6,636 638 959 7,344 8,303 3,502 1984 02/07/85 5-25
Tampa, Florida
(200 units-garden
apartments)
----------------------------------------------------------------------------------------------
TOTAL $20,341 $3,674 $32,992 $ 3,504 $3,681 $37,225 $40,906 $17,361
==============================================================================================
<FN>
<F1> No material intercompany profits are included in the carrying value of real estate apartment properties.
<F2> Net of seller guarantee payments.
<F3> The aggregate cost for federal income tax purposes is $44,009,000.
<F4> Includes a reduction in carrying value of $2,840,000 recorded in 1991.
</FN>
</TABLE>
<PAGE 31>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Note 5. Net Profits, Losses and Cash Distributions
Cash flow, as defined in the Partnership Agreement, will be
distributed within 60 days after June 30 and December 31, 90% to
the Assignee Unit Holders and 10% to the General Partners and the
Assignor Limited Partner. The Assignee Unit Holders are entitled
to a noncumulative, preferred 6% return. To the extent that
these preferences are not achieved from current operations, 40%
of the property management fees and the General Partners' and the
Assignor Limited Partner's 10% share in cash flow will be
deferred. Deferred property management fees are to be paid
without interest in the next year in which excess cash flow is
available after distribution to the Assignee Unit Holders of
their preferred 6% return or out of sale or refinancing proceeds.
Profits and losses for financial statement and tax purposes
arising from Partnership operations are allocated 98% to the
Assignee Unit Holders and 2% to the General Partners and the
Assignor Limited Partner.
All sale or refinancing proceeds, as defined in the
Partnership Agreement, will be distributed as follows:
(1) to the Assignee Unit Holders to repay their adjusted
capital contributions;
(2) to the General Partners and Assignor Limited Partner
to repay their adjusted capital contributions;
(3) to the Assignee Unit Holders until payment of the
preferred return on disposition (that is, an amount
equal to 10% of the adjusted capital contributions
multiplied by the number of calendar years from and
including 1986) is achieved;
(4) to the General Partners and Assignor Limited Partner
in an amount equal to any portion of their cash flow
from operations which was previously deferred and
not paid in subsequent years;
(5) to pay property disposition fees to Oxford National
Properties Corporation; and
(6) to pay any remaining amount 85% to the Assignee Unit
Holders and 15% to the General Partners and Assignor
Limited Partner.
Sale or refinance proceeds have been defined to be all
cash receipts arising from such transaction less expenses of the
transaction, the repayment of all related debt, including the
mortgage loan, the payments of any previously subordinated
property management fees, and the payments to fund reserves.
All liquidation proceeds shall be first distributed to each
Assignee Unit Holder and Partner, in an amount equal to the
positive balance in his capital account and, thereafter, in the
amounts and order of priority established above for sale or
refinancing proceeds.
The profits for tax purposes resulting from the sale of an
investment property which does not constitute the sale of
substantially all of the Partnership's assets will be allocated
among the Assignee Unit Holders, General Partners, and the
Assignor Limited Partner in a proportion equal to the
distributions received from the proceeds of such sale. Any
profits in excess of the cash distribution will be allocated 98%
to the Assignee Unit Holders and 2% to the General Partners and
the Assignor Limited Partner. A loss from such a sale will be
allocated 98% to the Assignee Unit Holders and 2% to the General
Partners and Assignor Limited Partner.
The profits for tax purposes from the sale or liquidation
of all or substantially all of the Partnership's assets will be
allocated as follows:
(1) the portion of the profits attributable to the excess
of the indebtedness of the investment property prior to its
sale over the Partnership's adjusted basis in such property
will be allocated to each Assignee Unit Holder having a
negative capital account balance, to the extent of such
negative balance, in the proportion that the negative
balance of each Assignee Unit Holder's capital account bears
to the aggregate negative balances of all the Assignee Unit
Holders; and
<PAGE 32>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
(2) the remainder will be allocated among the Partners
and Assignee Unit Holders in proportion to the amount of
sale or refinancing proceeds which was distributed to them
in connection with the sale of the investment property or
liquidation of the Partnership.
Losses for tax purposes from the sale of all or
substantially all of the assets of the Partnership or the
liquidation of the Partnership will be allocated as follows:
(1) losses equal to the amount by which the capital
accounts of the Assignee Unit Holders and Partners exceed
the total adjusted capital contributions will be allocated
based on the ratio of each Assignee Unit Holder's and
Partner's capital account excess balance to the total
excess balance;
(2) losses will be allocated among the Assignee Unit
Holders and Partners with positive capital accounts equal
to the ratio of each Assignee Unit Holder's and Partner's
positive capital account to the total positive capital
accounts; and
(3) any remaining losses will be allocated 98% to
Assignee Unit Holders and 2% to the General Partners and the
Assignor Limited Partner.
Note 6. Mortgage Notes Payable
Effective January 12, 1994, separate mortgage loans were
made to each of the four new ownership entities 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 December 31, 1999, the total
outstanding balance of the four mortgage notes payable was
$20,341,000. The properties are in compliance with their
respective loan agreements as of December 31, 1999.
The individual outstanding mortgage notes payable as of December
31, 1999 and monthly debt service are as follows:
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
Property Collateralizing Debt Outstanding Monthly
(in thousands) Mortgage Debt Service<F1>
- -----------------------------------------------------------------
<S> <C> <C>
Fairlane East, Dearborn, Michigan $ 9,347 $ 81
The Landings, Indianapolis, Indiana 3,081 26
Raven Hill, Burnsville, Minnesota 4,707 41
Shadow Oaks, Tampa, Florida 3,206 28
- -----------------------------------------------------------------
$20,341 $176
=================================================================
<FN>
<F1> Includes principal and interest.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Principal amortization (in thousands) over the next five years is
as follows:
Year Amortization
---- ------------
<C> <C>
2000 $455
2001 $493
2002 $536
2003 $582
2004 (maturity) $18,275
</TABLE>
<PAGE 33>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
The mortgage notes require the establishment and maintenance
of escrow subaccounts for each property. These subaccounts are
the Basic Carrying Costs Subaccount, the Debt Service Payment
Subaccount, the Recurring Replacement Reserve Subaccount, the
Operations and Maintenance Expense Subaccount, the Liquidity
Reserve Subaccount, and the Curtailment Reserve Subaccount. The
Basic Carrying Costs Subaccount and Liquidity Reserve Subaccount
were initially funded in full out of loan proceeds for all
properties at the mortgage closing. A temporary
Engineering/Capital Replacement Reserve Subaccount was also
established at closing for all properties, except Shadow Oaks, to
pay for necessary capital improvements identified during the
lender's due diligence review of the properties. The permanent
subaccounts, except the Operations and Maintenance Expense
Subaccount and the Curtailment Reserve Subaccount, will hereafter
be directly funded and maintained monthly, as needed, from
property income (except security deposits), in accordance with
formulas established in the loan agreement and based on
expenditures required in the following month. The Operations and
Maintenance Expense Subaccount and the Curtailment Reserve
Subaccount would be established if the borrowers have not
provided a written commitment for the refinancing of the existing
loans on or before six months prior to the maturity dates of the
existing loans. The subaccounts will be funded monthly in the
order listed above, except for certain changes that may occur in
the year prior to maturity of the respective loans. Excess
income from each property is distributed to the applicable
borrower after all subaccounts that must be funded at that time
have been fully funded in the given month, according to the terms
of the Loan Agreement. As of December 31, 1999, the escrow
subaccounts total $722,000 and are included in Other Assets in
the accompanying Consolidated Balance Sheets.
The mortgage notes prohibit secondary financing unless
specifically approved by the lender or specified in the loan
documents. In addition, the mortgage notes prohibit prepayment
before five years and impose a prepayment penalty equal to the
greater of 1% or the Yield Maintenance Premium (as defined in the
Loan Agreement) for prepayments during the sixth and seventh
years. After the seventh year, prepayment is allowed with no
prepayment penalty.
In general, the loans are nonrecourse. ORP One L.L.C. and
ORP Corporation I, ORP Two L.L.C. and ORP Corporation II, ORP
Three L.L.C. and ORP Corporation III, and ORP Four Limited
Partnership and ORP Corporation IV have guaranteed payment of all
clean-up costs if environmental contamination is subsequently
discovered on their respective properties.
Note 7. Transactions with Affiliates
The Partnership has no directors or officers. The Managing
General Partner and its affiliates do not receive any direct
compensation, but 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 for activities directly related to the Partnership which
were not covered separately by fees. Total reimbursements to
this affiliate for the years ended December 31, 1999, 1998 and
1997 were $82,000, $116,000, and $65,000, respectively, for
administrative and accounting related costs.
An affiliate of NHP Management Company, the property
manager, has a separate services agreement with Oxford Realty
Financial Group, Inc. ("ORFG"), an affiliate of the Managing
General Partner, pursuant to which ORFG provides certain services
to NHP in exchange for service fees in an amount equal to 25.41%
of all fees collected by NHP from certain properties, including
those owned by the Partnership.
An affiliate of ORP and its managing general partner, Oxford
Residential Properties I Corporation ("Managing General Partner")
owns approximately 21.1% of the outstanding Assignee Units.
<PAGE 34>
- -----------------------------------------------------------------
Notes to Consolidated Financial Statements
- -----------------------------------------------------------------
Note 8. 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 $159,000, $153,000, and $149,000 for the years
ended December 31, 1999, 1998 and 1997, respectively, have been
deferred and the total amount deferred at December 31, 1999 was
$871,000.
Note 9. Taxable Loss
A reconciliation of the major differences between net income
for the consolidated financial statements and net loss for tax
purposes is as follows:
<TABLE>
- -----------------------------------------------------------------
<CAPTION>
(in thousands, except for Assignee Unit data)
December 31, 1999 1998 1997
- -----------------------------------------------------------------
<S> <C> <C> <C>
Net Income per consolidated
financial statements $ 624 $ 414 $ 402
Excess tax depreciation (527) (453) (518)
- -----------------------------------------------------------------
Net income (loss) for tax
reporting purposes $ 97 $ (39) $ (116)
=================================================================
Per Weighted Average Assignee Unit:
Net income per consolidated
financial statements $25.63 $16.71 $16.03
Excess tax depreciation (21.55) (18.27) (20.65)
- -----------------------------------------------------------------
Net income (loss) for tax
reporting purposes $ 4.08 $(1.56) $(4.62)
=================================================================
</TABLE>
Note 10. Commitments and Contingencies
The Partnership, through its subsidiaries, owns real estate
and, as such, is subject to various environmental laws of Federal
and local governments. Compliance by the Partnership with
existing laws has not had a material adverse effect on its
financial condition, results of operations, or liquidity, and
based on reports from independent third parties, management does
not believe it will have such an effect in the future. However,
the Partnership cannot predict the impact of new or changed laws
or regulations on its current properties.
Note 11. Subsequent Events
On February 28, 2000, ORP made a semi-annual cash
distribution of approximately $355,005 or $15.00 per Assignee
Unit to Assignee Unit Holders of record as of December 31, 1999.
<PAGE 35>
- -----------------------------------------------------------------
Distribution Information
- -----------------------------------------------------------------
The following table sets forth, on a semiannual basis, all
distributions declared since inception of the Partnership.
<TABLE>
<CAPTION>
Amount Distributed<F1>
- -----------------------------------------------------------------
Six months ended <F1> Assignee Per
Units Assignee
Outstanding Unit Investors<F2>
- -----------------------------------------------------------------
<S> <C> <C> <C>
1999
December 31, 1999 23,667 $15.00 $ 355,005
June 30, 1999 23,818 $15.00 $ 357,270
- -----------------------------------------------------------------
1998
December 31, 1998 24,091 $15.00 $ 361,365
June 30, 1998 24,325 $15.00 $ 364,875
- -----------------------------------------------------------------
1997
December 31, 1997 24,325 $10.00 $ 243,250
June 30, 1997 24,657 $10.00 $ 246,570
- -----------------------------------------------------------------
1996
December 31, 1996 24,657 $ 7.50 $ 184,928
June 30, 1996 24,946 $ 7.50 $ 187,095
- -----------------------------------------------------------------
1995
For the year ended 25,450 $12.50 $ 317,465
- -----------------------------------------------------------------
1994
For the year ended 25,714 $10.00 $ 257,140
- -----------------------------------------------------------------
1993
For the year ended 25,714 $10.00 $ 257,140
- -----------------------------------------------------------------
1992
For the year ended 25,714 $ N/A $ N/A
- -----------------------------------------------------------------
1991
For the year ended 25,714 $ N/A $ N/A
- -----------------------------------------------------------------
1990
For the year ended 25,714 $10.00 $ 257,140
- -----------------------------------------------------------------
1989
For the year ended 25,714 $15.00 $ 385,710
- -----------------------------------------------------------------
1988
For the year ended 25,714 $25.00 $ 642,849
- -----------------------------------------------------------------
1987
For the year ended 25,714 $44.72 $1,150,012
- -----------------------------------------------------------------
1986
For the year ended 25,714 $45.76 $1,176,612
- -----------------------------------------------------------------
1985
December 31, 1985 <F3> 25,714 $12.93 $ 332,381
- -----------------------------------------------------------------
Total $280.91 $7,076,807
=================================================================
<FN>
<F1> Distributions in all cases were paid in the second month
following the six-month period to which the distribution
relates.
<F2> The aggregate amount distributed to Investors since inception
is approximately $7,076,807, or approximately 28%, of their
original investment.
<F3> Assumes Investors were admitted in July 1985.
</FN>
</TABLE>
<PAGE 36>
- -----------------------------------------------------------------
General Partnership Information
- -----------------------------------------------------------------
Advisor
Merrill Lynch, Hubbard Inc.
New York, New York
Selling Agent
Merrill Lynch, Pierce, Fenner & Smith, Incorporated
New York, New York
Legal Counsel
Shaw, Pittman, Potts & Trowbridge
Washington, D.C.
Independent Accountants
PricewaterhouseCoopers LLP
Washington, D.C.
Transfer Agent and Registrar
MMS Escrow & Transfer Agency, Inc.
P.O. Box 7090
Troy, Michigan 48007-9921
Managing General Partner
Oxford Residential Properties I Corporation
7200 Wisconsin Avenue, 11th Floor
Bethesda, Maryland 20814
The Annual Report on Form 10-K for the Year Ended December 31,
1999, filed with 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
<PAGE 37>
- -----------------------------------------------------------------
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 Annual Report on Form 10-K for the year ended December 31,
1999, filed with the Securities and Exchange Commission, is
available to Assignee Unit Holders and may be obtained by
writing:
Investor Services
Oxford Residential Properties I Limited Partnership
P.O. Box 7090
Troy, Michigan 48007-9921
(248) 614-4550
- -----------------------------------------------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet at December 31, 1999 and the Consolidated
Statement of Operations for the twelve months ended December 31, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,344
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,447
<PP&E> 40,906
<DEPRECIATION> 17,361
<TOTAL-ASSETS> 26,336
<CURRENT-LIABILITIES> 1,784
<BONDS> 20,341
0
0
<COMMON> 0
<OTHER-SE> 4,211
<TOTAL-LIABILITY-AND-EQUITY> 26,336
<SALES> 0
<TOTAL-REVENUES> 8,056
<CGS> 0
<TOTAL-COSTS> 3,809
<OTHER-EXPENSES> 1,929
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,694
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 624
<EPS-BASIC> 25.63
<EPS-DILUTED> 25.63
</TABLE>
