SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal period ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number: 33-32197
NORTH OAKS PARTNERSHIP NORTH OAKS REAL ESTATE PARTNERSHIP
(Exact names of registrants as specified in their charters)
MARYLAND
(State or other jurisdiction of incorporation or organization)
42-1367576 42-1339868
(IRS Employer Identification No.) (IRS Employer Identification No.)
2330 West Joppa Road Lutherville, Maryland 21093
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (515) 245-7616
________________________________________________________________________________
Former name, former address and former fiscal year, if changed since last report
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 ____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ____ No____
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date N/A
------
NORTH OAKS PARTNERSHIP
AND
NORTH OAKS REAL ESTATE PARTNERSHIP
INDEX
Part I FINANCIAL INFORMATION Page
Item 1 Financial Statements
* Combining Balance Sheets, September 30, 1996
and December 31, 1995 3
* Combining Statements of Operations and Partners' Equity
(Deficit) Nine Months Ended September 30, 1996 and 1995 5
* Combining Statements of Cash Flows, Nine
Months Ended September 30, 1996 and 1995 7
* Notes to Combining Financial Statements 9
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
PART II OTHER INFORMATION
Item 1 Legal Proceedings 13
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 14
PART I - FINANCIAL INFORMATION
Item I. Financial Statements
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30, 1996
North Oaks
North Oaks Real Estate Combined
Assets Partnership Partnership Partnerships
------ ------------ ------------ ------------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 2,316,377 -- 2,316,377
Accounts receivable:
Trade 234,557 -- 234,557
Affiliate 19,518 -- 19,518
Admission fees receivable 734,680 -- 734,680
Assets whose use is limited - required
for current liabilities 370,244 -- 370,244
Prepaid expenses 228,336 -- 228,336
Other assets 22,614 -- 22,614
------------ ------------ ------------
Total current assets 3,926,326 -- 3,926,326
------------ ------------ ------------
Assets whose use is limited - debt service
funds, net of amounts req. for curr liabilities 1,484,660 -- 1,484,660
Funds held in escrow 393,864 -- 393,864
Property and equipment, net -- 32,136,534 32,136,534
Cost of acquiring initial continuing-care contracts, net 1,711,543 -- 1,711,543
Deferred financing costs, net 770,393 -- 770,393
------------ ------------ ------------
$ 8,286,786 32,136,534 40,423,320
============ ============ ============
Liabilities and Partners' Equity (Deficit)
------------------------------------------
Current liabilities:
Accounts payable:
Life Care Services Corporation - current portion $ 771,851 -- 771,851
Trade 178,938 -- 178,938
Accrued expenses 137,843 -- 137,843
Refunds payable 108,144 -- 108,144
Accrued interest - mortgage bonds 225,244 -- 225,244
Current installment of mortgage bonds payable 145,000 -- 145,000
------------ ------------ ------------
Total current liabilities 1,567,019 -- 1,567,019
Payable to Life Care Services Corp. - excluding current portion 3,532,451 -- 3,532,451
Refundable deposits 416,613 -- 416,613
Mortgage bonds payable 13,040,000 -- 13,040,000
Mortgage loans from residents 26,721,309 -- 26,721,309
------------ ------------ ------------
Total liabilities 45,277,393 -- 45,277,393
------------ ------------ ------------
Partners' equity (deficit) (36,990,606) 32,136,534 (4,854,072)
Commitments and Contingencies
------------ ------------ ------------
$ 8,286,786 32,136,534 40,423,320
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING BALANCE SHEETS
DECEMBER 31, 1995
North Oaks
North Oaks Real Estate Combined
Assets Partnership Partnership Partnerships
------ ------------ ------------ ------------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 2,528,103 -- 2,528,103
Accounts receivable:
Trade 271,692 -- 271,692
Affiliate 0 -- 0
Admission fees receivable 0 -- 0
Assets whose use is limited - required
for current liabilities 703,875 -- 703,875
Prepaid expenses 179,902 -- 179,902
Other assets 28,131 -- 28,131
------------ ------------ ------------
Total current assets 3,711,703 -- 3,711,703
------------ ------------ ------------
Assets whose use is limited - debt service
funds, net of amounts req. for curr liabilities 1,666,390 -- 1,666,390
Funds held in escrow 126,680 -- 126,680
Property and equipment, net -- 32,637,223 32,637,223
Cost of acquiring initial continuing-care contracts, net 1,867,138 -- 1,867,138
Deferred financing costs, net 808,408 -- 808,408
------------ ------------ ------------
$ 8,180,319 32,637,223 40,817,542
============ ============ ============
Liabilities and Partners' Equity (Deficit)
------------------------------------------
Current liabilities:
Accounts payable:
Life Care Services Corporation - current portion $ 650,000 -- 650,000
Trade 73,641 -- 73,641
Accrued expenses 175,003 -- 175,003
Refunds payable 126,681 -- 126,681
Accrued interest - mortgage bonds 568,875 -- 568,875
Current installment of mortgage bonds payable 135,000 -- 135,000
------------ ------------ ------------
Total current liabilities 1,729,200 -- 1,729,200
Payable to Life Care Services Corp. - excluding current portion 3,532,451 -- 3,532,451
Refundable deposits 416,097 -- 416,097
Mortgage bonds payable 13,185,000 -- 13,185,000
Mortgage loans from residents 25,860,007 -- 25,860,007
------------ ------------ ------------
Total liabilities 44,722,755 -- 44,722,755
Partners' equity (deficit) (36,542,435) 32,637,223 (3,905,212)
Commitments and Contingencies
------------ ------------ ------------
$ 8,180,320 32,637,223 40,817,543
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF OPERATIONS AND
PARTNERS' EQUITY (DEFICIT)
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1996
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
------------ ------------ ------------
<S> <C> <C> <C>
Revenues
Apartment service fees $ 3,406,568 -- 3,406,568
Health center fees 1,022,622 -- 1,022,622
Nonrefundable entrance fees 351,165 -- 351,165
Supervision fees 106,877 -- 106,877
Other 47,467 -- 47,467
------------ ------------ ------------
Total revenues 4,934,699 -- 4,934,699
------------ ------------ ------------
Expenses
Selling, general, and administrative 979,301 -- 979,301
Plant operations 586,668 -- 586,668
Housekeeping 231,636 -- 231,636
Dietary 1,048,886 -- 1,048,886
Medical and resident care 1,107,042 -- 1,107,042
Depreciation and amortization 193,611 680,701 874,312
------------ ------------ ------------
4,147,144 680,701 4,827,845
------------ ------------ ------------
Income (loss) from operations 787,555 (680,701) 106,854
------------ ------------ ------------
Other income (expense)
Interest income 42,024 -- 42,024
Interest expense (1,097,738) -- (1,097,738)
Other income -- -- --
------------ ------------ ------------
(1,055,714) -- (1,055,714)
------------ ------------ ------------
Net loss (268,159) (680,701) (948,860)
Partners' equity (deficit) at beginning of period (36,542,435) 32,637,223 (3,905,212)
Distribution to partners of property (180,013) -- (180,013)
Contribution by partners of property -- 180,013 180,013
Cash contributions from partners -- -- --
------------ ------------ ------------
Partners' equity (deficit) at end of period $(36,990,606) 32,136,534 (4,854,072)
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1995
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
------------ ------------ ------------
<S> <C> <C> <C>
Revenues
Apartment service fees $ 2,948,875 -- 2,948,875
Health center fees 1,050,705 -- 1,050,705
Nonrefundable entrance fees 266,890 -- 266,890
Supervision fees 98,451 -- 98,451
Other 37,628 -- 37,628
------------ ------------ ------------
Total revenues 4,402,549 -- 4,402,549
------------ ------------ ------------
Expenses
Selling, general, and administrative 1,134,596 -- 1,134,596
Plant operations 558,437 -- 558,437
Housekeeping 237,980 -- 237,980
Dietary 963,052 -- 963,052
Medical and resident care 1,054,505 -- 1,054,505
Depreciation and amortization 193,611 680,701 874,312
------------ ------------ ------------
4,142,181 680,701 4,822,882
------------ ------------ ------------
Income (loss) from operations 260,368 (680,701) (420,333)
------------ ------------ ------------
Other income (expense)
Interest income 21,941 -- 21,941
Interest expense (1,106,983) -- (1,106,983)
Other income -- -- --
------------ ------------ ------------
(1,085,042) -- (1,085,042)
------------ ------------ ------------
Net loss (824,674) (680,701) (1,505,375)
Partners' equity (deficit) at beginning of period (35,546,624) 33,474,942 (2,071,682)
Distribution to partners of property (53,525) -- (53,525)
Contribution by partners of property 53,525 53,525
Cash contributions from partners -- -- --
------------ ------------ ------------
Partners' equity (deficit) at end of period $(36,424,823) 32,847,766 (3,577,057)
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF CASH FLOW
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1996
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (268,159) (680,701) (948,860)
Depreciation and amortization 193,611 680,701 874,312
Amortization of Entrance Fees (9,935) -- (9,935)
Increase in accounts receivable (717,063) -- (717,063)
Increase in prepaid expenses and
other assets (42,917) -- (42,917)
Increase in accounts payable
and accrued expenses 68,136 -- 68,136
Decrease in accrued interest -
mortgage bonds (343,631) -- (343,631)
----------- ----------- -----------
Net cash used in operating activities (1,119,957) -- (1,119,957)
----------- ----------- -----------
Cash flows from investing activities:
Payments for property and equipment (180,013) -- (180,013)
Increase in funds held in escrow (267,184) -- (267,184)
Decrease in cash invested in assets
whose use is limited 515,361 -- 515,361
----------- ----------- -----------
Net cash provided by investing activities 68,164 -- 68,164
----------- ----------- -----------
Cash flows from financing activities:
Bond principal payments (135,000) -- (135,000)
Increase in advances from Life Care Services
Corporation, net 121,851 -- 121,851
Increase in loans from residents, net 871,237 -- 871,237
Payments of refundable deposits, net (18,021) -- (18,021)
----------- ----------- -----------
Net cash provided by financing activities 840,067 -- 840,067
----------- ----------- -----------
Net increase (decrease) in cash (211,726) -- (211,726)
Cash at beginning of period 2,528,103 -- 2,528,103
----------- ----------- -----------
Cash at end of period $ 2,316,377 -- 2,316,377
=========== =========== ===========
Supplemental disclosures of noncash financing activities:
Distributions to partners of property $ 180,013 -- 180,013
=========== =========== ===========
Contributions from partners of property $ -- 180,013 180,013
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF CASH FLOW
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1995
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (824,674) (680,701) (1,505,375)
Depreciation and amortization 193,611 680,701 874,312
Decrease in accounts receivable 42,905 -- 42,905
Decrease in accounts payable (142,759) -- (142,759)
Change in other assets and liabilities, net (418,989) -- (418,989)
----------- ----------- -----------
Net cash used in operating activities (1,149,906) -- (1,149,906)
----------- ----------- -----------
Cash flows from investing activities:
Payments for property and equipment (53,525) -- (53,525)
Increase in funds held in escrow (53,072) -- (53,072)
Decrease in cash invested in assets
whose use is limited 337,716 -- 337,716
----------- ----------- -----------
Net cash provided by investing activities 231,119 -- 231,119
----------- ----------- -----------
Cash flows from financing activities:
Bond principal payments (120,000) -- (120,000)
Increase in advances from Life Care Services
Corporation, net 202,051 -- 202,051
Increase in loans from residents, net 954,180 -- 954,180
Payments of refundable deposits, net (1,609) -- (1,609)
----------- ----------- -----------
Net cash provided by financing activities 1,034,622 -- 1,034,622
----------- ----------- -----------
Net increase in cash 115,835 -- 115,835
Cash at beginning of period 781,803 -- 781,803
----------- ----------- -----------
Cash at end of period $ 897,638 -- 897,638
=========== =========== ===========
Supplemental disclosures of noncash financing activities:
Distributions to partners of property $ 53,525 -- 53,525
=========== =========== ===========
Contributions from partners of property $ -- 53,525 53,525
=========== =========== ===========
</TABLE>
NORTH OAKS PARTNERSHIP
AND
NORTH OAKS REAL ESTATE PARTNERSHIP
NOTES TO COMBINING FINANCIAL STATEMENTS
September 30, 1996
A. Basis for Presentation
The accompanying unaudited financial statements of North Oaks
Partnership (Partnership) and North Oaks Real Estate Partnership
(NOREP), in the opinion of management, reflect all adjustments
(none of which were other than normal recurring items),
eliminations, and reclassifications considered necessary for a
fair statement and presentation of the results of the interim
periods presented. For purposes of preparing the combined
financial statements, all material transactions between the
partnerships have been eliminated but not displayed, including
the elimination of the obligation to the Partnership. The
partnership and NOREP's are sometimes herein after referred to as
"Partnerships".
The Partnership and NOREP were formed to develop, own and operate
North Oaks Retirement Community (the Project).
Because of the reorganization described in Note B below,
transfers to ownership interests in land and construction in
progress are being made from Partnership to NOREP as costs are
incurred. The transfers are recorded at cost.
The partners of the Partnership and NOREP are North Oaks
Properties, Inc. (NOPI), (62.5%) and The Mullan-North Oaks
Limited Partnership (MNOLP), (37.5%).
NOREP was organized by the Partnership solely for the purpose of
owning the property and buildings and other improvements thereon
that constitute the Project, in order to minimize certain
mortgage recordation taxes. The publicity traded debt is a direct
obligation of the Partnership, and is guaranteed by NOREP. The
guaranty, however, is not intended to provide additional security
for payment of the principal and interest than if the Partnership
directly held the Property and related improvements itself. The
Partners of NOREP own no other assets than their interest in the
Partnership. NOREP and the Partnership have executed an Operating
and Use Agreement which obligated the Partnership to develop,
operate and manage the Project at its expense and which grants
the Partnership use of the property until dissolution,
liquidation, and do not have independent operating activities.
Therefore, management believes the combining of financial
statements of the Partnership and NOREP are the most informative,
because of the guarantee and the Operating and Use Agreement, and
best portrays the relationship between the two entities.
B. Reorganization
In August, 1989, the Partnership transferred its ownership
interests in land and construction in progress to its Partners
who then transferred such ownership to NOREP.
C. Income Taxes
Income and losses of the partnership are included in the income
tax returns of the partners. Accordingly, the financial
statements make no provision for income taxes.
D. Transactions with Partners
The nonrefundable admission fees to be paid under the Residency
Agreements for compensation of the developer's risk in connection
with the development and construction of the Project have been
assigned to the Partners by the Partnership. The Partners have
agreed to make capital contributions to the Partnership equal to
the admission fees assigned to them. Admission fees of $341,230
and $192,550 have been assigned to the Partners during the nine
months ended September 30, 1996, and September 30, 1995,
respectively, and contributed to the Partnership. In addition,
purchases of property and equipment of $180,013 and $53,525 have
been distributed by the Partnership to the partners and
contributed by the partners to NOREP for the nine months ended
September 30, 1996 and September 30, 1995 respectively.
E. Transactions with Affiliates
Life Care Services Corporation (LCS), affiliate of NOPI, receives
a management fee of 5% of the total revenues of operation of the
Project from the partnership. Such fee is paid by the residents
as part of their monthly service fee. For the nine months ended
September 30, 1996 and September 30, 1995, the management fee was
$205,216 and $199,458 respectively.
F. Commitments and Contingencies
The realization of the costs of the Project is contingent upon
achieving adequate and sustained adequate occupancy of the
Project within a reasonable period of time.
NORTH OAKS PARTNERSHIP
AND
NORTH OAKS REAL ESTATE PARTNERSHIP
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
Overall Financial Condition and Results of Operations
The Project contains a total of 182 residential apartment units, 12 domiciliary
care units and 37 comprehensive care beds. The total apartments available has
been reduced by one unit in anticipation of a dining room expansion and
remodeling.
As of September 30, 1996, 169 apartment units, 10 domiciliary care units, and 33
comprehensive care beds, were occupied. Apartment occupancy at September 30,
1996 is the same as at December 31, 1995.
An unusually high number of apartments became available during the nine months
ended September 30, 1996, due to death, permanent assignment to the health
center, or move-outs. During the nine months ended September 30, 1996, 22
apartments became available. During the first nine months of 1996, 28 sales
occurred; consequently, occupancy was maintained at a stable level during the
nine months.
At January 1, 1996, there were 14 unoccupied units, of which 8 were sold.
Similarly, as of September 30, 1996 there were 14 unoccupied units, of which 8
were sold.
Sales efforts resulted in occupancy being maintained at or above 90% during the
nine months ended September 30, 1996. At September 30, 1996, 92% of the units
were occupied, and 93% were being billed to residents.
Marketing continues to receive considerable effort because of the need to
re-market units becoming available due to attrition. Management continues to be
encouraged, however, given the number of sold and unoccupied units, and sales
activity in general.
Results Of Operations
On January 1, 1996, a 5.0% increase was implemented for the apartment service
fees. During the first nine months of 1996, average occupancy was 93%, compared
average occupancy of 86% in the same time period in 1995. These two factors,
plus the increase in non-refundable fees, are the primary reasons why total
revenues increased in the nine months ended September 30, 1996, compared to the
same time period in 1995.
Operating expenses were essentially level, and the number of full time
equivalent employees decreased by 3. Consequently, the additional revenue from
increased occupancy and service fees, combined with operating expense control,
resulted in income from operations of $106,854 in the first nine months of 1996,
compared to an operating loss of $420,333 in the same time period in 1995.
For the same reasons, the net loss after interest expense was reduced to
$948,860 for the nine months ended September 30, 1996, from $1,505,375 for the
nine months ended September 30, 1995.
The cash loss from operations and other expenses, and before depreciation and
amortization is being funded by the Partners as described below.
Liquidity and Capital Resources
During the nine months ended September 30, 1996, as compared to the same time
period in 1995:
* Cash used in operating activities did not improve as could have been
expected because of an approximately $717,000 increase in receivables
from occupancy of units on which a portion of the entrance fee was not
received at move-in, but will be received during the next 12 months.
* Cash used by investing activities declined approximmately $170,000;
there were approximately $130,000 more major purchases of property and
equipment in 1996 than in 1995. Funds held in escrow, and whose uses is
limited, increased by $267,000 compared to a $53,000 decrease in the
previous period, as partner designated reserves are being established.
* Cash provided by financing activities decreased by almost $200,000
period to period because the units now being occupied were previously
occupied as all first time sales have occurred but for one unit, and
refundable deposits utilize more of the new loan cash from residents.
Residents, upon occupancy, make loans to the Partnership. The loans from
residents totaled $26,721,309 at September 30, 1996, and were initially used to
retire the Construction Loan.
Subsequent to September 30, 1993, loans from residents are being used to pay the
accumulated obligations to LCS. LCS provided Construction Loan security and per
agreement with the Partnership, provided funding to the Partnership to meet
needs in excess of available Construction Loan and Bond proceeds, until
substantial completion of the Project was attained in May 1991. The Partnership
Agreement provided that in the event the Partners are unable to obtain any
additional required financing for the Partnership from other sources, each of
the Partners shall make available, when and as determined by the Partners, funds
required by the Partnership.
The Partners were not required to make any advances during the nine months ended
September 30, 1996. Attrition receipts was sufficient to cover the operating
cash shortfall after debt service.
For 1995 and 1996, the Partners have agreed to contribute an amount equal to the
projected excess resident related operating expenditures over resident related
operating revenues.
The long-term success of the Project is dependent upon the marketing of the
unoccupied units and of enough units to minimize the time a unit is vacant.
Maintenance of adequate levels of occupancy and efficient and effective
operation of the Project are critical to the long-term success of the Project.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits.
Exhibits 27.1 and 27.2 - Financial Data Schedule
B. Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.
NORTH OAKS PARTNERSHIP
by: NORTH OAKS PROPERTIES, INC.
General Partner
Date: November 13, 1996 by: /s/ Stan G. Thurston
-----------------------------------------
Stan G. Thurston, President and
Chief Operating Officer
Date: November 13, 1996 by: /s/ Arthur V. Neis
-----------------------------------------
Arthur V. Neis, Treasurer
(Principal Financial and Accounting Officer)
by: THE MULLAN-NORTH OAKS LIMITED PARTNERSHIP
General Partner
by: Rosedale Company, Inc.,
its general partner
Date: November 13, 1996 by: /s/ T. F. Mullan III
-----------------------------------------
Thomas F. Mullan III, President
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.
NORTH OAKS PARTNERSHIP
by: NORTH OAKS PROPERTIES, INC.
General Partner
Date: November 13, 1996 by: /s/ Stan G. Thurston
-----------------------------------------
Stan G. Thurston, President and
Chief Operating Officer
Date: November 13, 1996 by: /s/ Arthur V. Neis
-----------------------------------------
Arthur V. Neis, Treasurer
(Principal Financial and Accounting Officer)
by: THE MULLAN-NORTH OAKS LIMITED PARTNERSHIP
General Partner
by: Rosedale Company, Inc.,
its general partner
Date: November 13, 1996 by: /s/ T. F. Mullan III
-----------------------------------------
Thomas F. Mullan III, President
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000857613
<NAME> NORTH OAKS PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,316,377
<SECURITIES> 0
<RECEIVABLES> 234,557
<ALLOWANCES> 0
<INVENTORY> 22,614
<CURRENT-ASSETS> 3,926,326
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,286,786
<CURRENT-LIABILITIES> 1,567,019
<BONDS> 13,040,000
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,286,786
<SALES> 0
<TOTAL-REVENUES> 4,934,699
<CGS> 0
<TOTAL-COSTS> 4,147,144
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,097,738)
<INCOME-PRETAX> (268,159)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (36,990,606)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000857614
<NAME> NORTH OAKS REAL ESTATE PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 32,136,534
<DEPRECIATION> 0
<TOTAL-ASSETS> 32,136,534
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 32,136,534
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 453,801
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
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<NET-INCOME> (680,701)
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</TABLE>
