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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 June 30, 1997
( ) 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__
Page 1 of 15
<PAGE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP
AND
NORTH OAKS REAL ESTATE PARTNERSHIP
INDEX
Part I FINANCIAL INFORMATION Page
- ------ --------------------- ----
<S> <C>
Item 1 Financial Statements
* Combining Balance Sheets, June 30, 1997
and December 31, 1996 3
* Combining Statements of Operations and Partners' Equity
(Deficit) Six Months Ended June 30, 1997 and 1996 5
* Combining Statements of Cash Flows, Six
Months Ended June 30, 1997 and 1996 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
Item I. Financial Statements COMBINING BALANCE SHEETS
(UNAUDITED)
June 30, 1997
North Oaks
North Oaks Real Estate Combined
Assets Partnership Partnership Partnerships
------------ ---------- -----------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 2,393,063 -- 2,393,063
Accounts receivable:
Trade 418,496 -- 418,496
Affiliate 17,120 -- 17,120
Assets whose use is limited - required
for current liabilities 603,096 -- 603,096
Prepaid expenses 58,134 -- 58,134
Other assets 23,386 -- 23,386
------------ ---------- -----------
Total current assets 3,513,296 -- 3,513,296
------------ ---------- -----------
Assets whose use is limited - debt service
funds, net of amounts req. for curr liabilities 1,681,107 -- 1,681,107
Funds held in escrow 1,235,231 -- 1,235,231
Property and equipment, net -- 31,637,789 31,637,789
Cost of acquiring initial continuing-care contracts, net 1,555,948 -- 1,555,948
Deferred financing costs, net 732,377 -- 732,377
------------ ---------- -----------
$ 8,717,960 31,637,789 40,355,748
============ ========== ===========
Liabilities and Partners' Equity (Deficit)
Current liabilities:
Accounts payable:
Life Care Services Corporation - current portion $ 650,000 -- 650,000
Trade 184,454 -- 184,454
Accrued expenses 202,140 -- 202,140
Refunds payable 151,780 -- 151,780
Accrued interest - mortgage bonds 560,120 -- 560,120
Current installment of mortgage bonds payable 155,000 -- 155,000
------------ ---------- -----------
Total current liabilities 1,903,494 -- 1,903,494
Payable to Life Care Services Corp. - excluding current portion 3,794,936 -- 3,794,936
Refundable deposits 459,581 -- 459,581
Mortgage bonds payable 12,960,000 -- 12,960,000
Mortgage loans from residents 26,824,420 -- 26,824,420
------------ ---------- -----------
Total liabilities 45,942,432 -- 45,942,432
------------ ---------- -----------
Partners' equity (deficit) (37,224,472) 31,637,789 (5,586,684)
Commitments and Contingencies
------------ ---------- -----------
$ 8,717,960 31,637,789 40,355,748
============ ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING BALANCE SHEETS
DECEMBER 31, 1996
North Oaks
North Oaks Real Estate Combined
Assets Partnership Partnership Partnerships
------------ ------------ ------------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 2,721,397 -- 2,721,397
Accounts receivable:
Trade 443,575 -- 443,575
Affiliate 2,153 -- 2,153
Admission fees receivable 0 -- 0
Assets whose use is limited - required
for current liabilities 708,110 -- 708,110
Prepaid expenses 176,664 -- 176,664
Other assets 23,029 -- 23,029
------------ ------------ ------------
Total current assets 4,074,928 -- 4,074,928
------------ ------------ ------------
Assets whose use is limited - debt service
funds, net of amounts req. for curr liabilities 1,579,805 -- 1,579,805
Funds held in escrow 60,380 -- 60,380
Property and equipment, net -- 31,950,275 31,950,275
Cost of acquiring initial continuing-care contracts, net 1,659,678 -- 1,659,678
Deferred financing costs, net 757,721 -- 757,721
------------ ------------ ------------
$ 8,132,512 31,950,275 40,082,787
============ ============ ============
Liabilities and Partners' Equity (Deficit)
Current liabilities:
Accounts payable:
Life Care Services Corporation - current portion $ 650,000 -- 650,000
Trade 238,895 -- 238,895
Accrued expenses 207,436 -- 207,436
Refunds payable 80,380 -- 80,380
Accrued interest - mortgage bonds 563,109 -- 563,109
Current installment of mortgage bonds payable 145,000 -- 145,000
------------ ------------ ------------
Total current liabilities 1,884,820 -- 1,884,820
Payable to Life Care Services Corp. - excluding current portion 3,687,029 -- 3,687,029
Refundable deposits 438,882 -- 438,882
Mortgage bonds payable 13,040,000 -- 13,040,000
Mortgage loans from residents 26,143,574 -- 26,143,574
------------ ------------ ------------
Total liabilities 45,194,305 -- 45,194,305
Partners' equity (deficit) (37,061,793) 31,950,275 (5,111,518)
Commitments and Contingencies
------------ ------------ ------------
$ 8,132,512 31,950,275 40,082,787
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF OPERATIONS AND
PARTNERS' EQUITY (DEFICIT)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30 , 1997
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
------------ ------------ ------------
<S> <C> <C> <C>
Revenues
Apartment service fees $ 2,418,295 -- 2,418,295
Health center fees 779,734 -- 779,734
Nonrefundable entrance fees 199,254 -- 199,254
Supervision fees 70,826 -- 70,826
Other 44,680 -- 44,680
------------ ------------ ------------
Total revenues 3,512,789 -- 3,512,789
------------ ------------ ------------
Expenses
Selling, general, and administrative 747,367 -- 747,367
Plant operations 357,180 -- 357,180
Environmental services 188,701 -- 188,701
Dietary 714,103 -- 714,103
Medical and resident care 747,762 -- 747,762
Depreciation and amortization 129,074 457,096 586,170
------------ ------------ ------------
Total expenses 2,884,188 457,096 3,341,284
------------ ------------ ------------
Income (loss) from operations 628,601 (457,096) 171,506
------------ ------------ ------------
Other income (expense)
Interest income 74,923 -- 74,923
Interest expense (721,595) -- (721,595)
------------ ------------ ------------
(646,672) -- (646,672)
------------ ------------ ------------
Net loss (18,071) (457,096) (475,166)
Partners' equity (deficit) at beginning of period (37,061,793) 31,950,275 (5,111,518)
Distribution to partners of property (144,610) -- (144,610)
Contribution by partners of property -- 144,610 144,610
Cash contributions from partners -- -- --
------------ ------------ ------------
Partners' equity (deficit) at end of period $(37,224,473) 31,637,789 (5,586,684)
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF OPERATIONS AND
PARTNERS' EQUITY (DEFICIT)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1996
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
------------ ------------ ------------
<S> <C> <C> <C>
Revenues
Apartment service fees $ 2,275,768 -- 2,275,768
Health center fees 688,368 -- 688,368
Nonrefundable entrance fees 214,723 -- 214,723
Supervision fees 71,765 -- 71,765
Other 32,201 -- 32,201
------------ ------------ ------------
Total revenues 3,282,825 -- 3,282,825
------------ ------------ ------------
Expenses
Selling, general, and administrative 633,046 -- 633,046
Plant operations 375,176 -- 375,176
Environmental services 155,939 -- 155,939
Dietary 674,483 -- 674,483
Medical and resident care 740,903 -- 740,903
Depreciation and amortization 129,074 453,801 582,875
------------ ------------ ------------
Total expenses 2,708,621 453,801 3,162,422
------------ ------------ ------------
Income (loss) from operations 574,204 (453,801) 120,403
------------ ------------ ------------
Other income (expense)
Interest income 24,434 -- 24,434
Interest expense (735,872) -- (735,872)
Other income 0 -- 0
------------ ------------ ------------
(711,438) -- (711,438)
------------ ------------ ------------
Net loss (137,234) (453,801) (591,035)
Partners' equity (deficit) at beginning of period (36,542,435) 32,637,223 (3,905,212)
Distribution to partners of property (151,895) -- (151,895)
Contribution by partners of property 151,895 151,895
Cash contributions from partners -- -- --
------------ ------------ ------------
Partners' equity (deficit) at end of period $(36,831,564) 32,335,317 (4,496,247)
============ ========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF CASH FLOW
(UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1997
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (18,071) (457,096) (475,166)
Depreciation and amortization 129,074 457,096 586,170
Amortization of Entrance Fees (23,454) -- (23,454)
Decrease in accounts receivable 10,112 -- 10,112
Decrease in prepaid expenses and other assets 118,173 -- 118,173
Decrease in accounts payable and accrued expenses (59,737) -- (59,737)
Decrease in accrued interest - mortgage bonds (2,989) -- (2,989)
----------- ----------- -----------
Net cash provided by operating activities 153,108 -- 153,108
----------- ----------- -----------
Cash flows from investing activities:
Payments for property and equipment (144,610) -- (144,610)
Increase in funds held in escrow (1,174,851) -- (1,174,851)
Decrease in cash invested in assets
whose use is limited 3,712 -- 3,712
----------- ----------- -----------
Net cash used in investing activities (1,315,749) -- (1,315,749)
----------- ----------- -----------
Cash flows from financing activities:
Bond principal payments (70,000) -- (70,000)
Increase in advances from Life Care Services
Corporation, net 107,907 -- 107,907
Increase in loans from residents, net 704,300 -- 704,300
Increase in refundable deposits, net 92,099 -- 92,099
----------- ----------- -----------
Net cash provided by financing activities 834,307 -- 834,307
----------- ----------- -----------
Net decrease in cash (328,334) -- (328,334)
Cash at beginning of period 2,721,397 -- 2,721,397
----------- ----------- -----------
Cash at end of period $ 2,393,063 -- 2,393,063
=========== =========== ===========
Supplemental disclosures of noncash financing
activities:
Distributions to partners of property $ 144,610 -- 144,610
=========== =========== ===========
Contributions from partners of property $ -- 144,610 144,610
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF CASH FLOW
(UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1996
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (137,235) (453,801) (591,036)
Depreciation and amortization 129,074 453,801 582,875
Amortization of entrance fees (6,623) -- (6,623)
Increase in accounts receivable (25,341) -- (25,341)
Decrease in prepaid expenses and other assets 145,825 -- 145,825
Increase in accounts payable and accrued expenses 62,989 -- 62,989
Decrease in accrued interest - mortgage bonds 0 -- 0
----------- ----------- -----------
Net cash provided by operating activities 168,689 -- 168,689
----------- ----------- -----------
Cash flows from investing activities:
Payments for property and equipment (151,895) -- (151,895)
Decrease in funds held in escrow 62,500 -- 62,500
Increase in cash invested in assets
whose use is limited (38,759) -- (38,759)
----------- ----------- -----------
Net cash used in investing activities (128,154) -- (128,154)
----------- ----------- -----------
Cash flows from financing activities:
Bond principal payments (65,000) -- (65,000)
Increase in advances from Life Care Services
Corporation, net 72,991 -- 72,991
Increase in loans from residents, net 566,767 -- 566,767
Payments of refundable deposits, net (797,676) -- (797,676)
----------- ----------- -----------
Net cash used in financing activities (222,918) -- (222,918)
----------- ----------- -----------
Net decrease in cash (182,383) -- (182,383)
Cash at beginning of period 2,528,103 -- 2,528,103
----------- ----------- -----------
Cash at end of period $ 2,345,720 -- 2,345,720
=========== =========== ===========
Supplemental disclosures of noncash financing
activities:
Distributions to partners of property $ 151,895 -- 151,895
=========== =========== ===========
Contributions from partners of property $ -- 151,895 151,895
=========== =========== ===========
</TABLE>
<PAGE>
NORTH OAKS PARTNERSHIP
AND
NORTH OAKS REAL ESTATE PARTNERSHIP
NOTES TO COMBINING FINANCIAL STATEMENTS
June 30, 1997
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 NOREP 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, property and equipment
are 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 that, because of the guarantee and
the Operating and Use Agreement, the combining of financial
statements of the Partnership and NOREP are the most informative,
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.
<PAGE>
D. Transactions with Partners
The nonrefundable admission fees to be paid under the Residency
Agreements for compensation of the owners' and developer's risk
in connection with 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 $199,254 and $214,743 have
been assigned to the Partners during the six months ended June
30, 1997, and June 30, 1996, respectively, and contributed to the
Partnership. In addition, purchases of property and equipment of
$144,610 and $151,895 have been distributed by the Partnership to
the partners and contributed by the partners to NOREP for the six
months ended June 30, 1997 and June 30, 1996 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 six months ended
June 30, 1997 and 1996, the management fee was $140,796 and
$136,959 respectively.
F. Commitments and Contingencies
The realization of the costs of the Project is contingent upon
sustained adequate occupancy of the Project and its operation in
a cost effective manner.
<PAGE>
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
The Project contains a total of 182 residential apartment units. The health care
center contains 37 comprehensive care beds and 12 domiciliary care units. As of
June 30, 1997, 174 apartment units, 33 comprehensive care beds, and 12
domiciliary care units were occupied. During the six months ended June 30, 1997,
apartment occupancy increased five units, from 169 units to 174 units.
During the six months ended June 30, 1997, 13 apartments became available due to
death, permanent assignment to the health center, or move-outs. In 1996, during
the six months ended June 30, 18 apartments became available. Also during the
first six months of 1997, 20 sales occurred, compared to 15 sales in the same
time period in 1996.
Sales efforts resulted in occupancy being maintained at 94% during the six
months ended June 30, 1997. At June 30, 1996, 91% of the units were occupied.
Effective January 1, 1997, the monthly service fees for apartments increased
approximately 3.9%, and for the health center, approximately 4.1%. Effective
July 1, 1997, the Entrance Fees increased approximately 2%; this increase is the
first such increase in several years and reflects market demand.
Results Of Operations
On January 1, 1997, a 3.9% increase was implemented for the apartment service
fees. During the first six months of 1997, average occupancy was 94%, compared
average occupancy of 92% in the same time period in 1996. These two factors are
the reasons why apartment service fee revenues increased in the six months ended
June 30, 1997, compared to the same time period in 1996. Health Center revenues
increased due to the increase in monthly fees of 4.1% and substantial increased
occupancy by patients reimbursed by the Medicare program.
Operating expenses increased in 1997 compared to the same period in 1996. The
total number of full time equivalent employees increased slightly. Selling,
general and administrative expenses increased approximately $123,000, primarily
because of in increase in marketing and professional fees. Plant operating costs
decreased, primarily because utility costs declined due to changes in carriers.
Dietary costs increased as staffing was higher in 1997 than 1996, and food costs
increased.
Overall, the net income from operations improved to $171,506 in 1997 compared to
$120,403 in 1996. This improvement, together with an increase in interest income
and decrease in interest expense (because $150,000 less of mortgage bonds are
outstanding currently than one year ago), resulted in a loss for the six months
of $475,166 compared to a loss of $591,035 at June 30, 1996.
Liquidity and Capital Resources
During the six months ended June 30, 1997, as compared to the same time period
in 1996:
* Net cash provided by operating activities declined approximately
$15,600, even though the net loss after adjustment for depreciation and
amortization provided $119,000 more cash than in previous years. The
reason was principally a smaller decrease in prepaids in the six months
ended June 30, 1997, compared to the six months ended June 30, 1996,
and a decrease in accounts payable and accrued expenses in the current
reporting period of approximately $60,000, compared to an increase in
the previous comparable period of approximately $63,000 (a net change
of approximately $123,000 use of cash).
<PAGE>
* Net cash used by investment activities increased approximately
$1,188,000 as cash balances due to closings held in escrow increased.
* Net cash provided by financing activities improved by approximately
$1,057,000, because of increase in loans from residents due to
increased occupancy and a slight increase in refundable deposits, as
less deposits were paid to residents moving out than in the six months
ended June 30, 1996.
Residents, upon occupancy, make loans to the Partnership. The loans from
residents totaled $26,824,420 at June 30, 1997, and were initially used to
retire the Construction Loan.
Subsequent to June 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 six months ended
June 30, 1997. Attrition receipts were sufficient to cover the operating cash
shortfall after debt service.
For 1997 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.
<PAGE>
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
27.1 Financial Data Schedule
27.2 Financial Data Schedule
B. Reports on Form 8-K
None
<PAGE>
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: August 13, 1997 by: /s/ Stan G. Thurston
---------------------
Stan G. Thurston, President and
Chief Operating Officer
Date: August 13, 1997 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: August 13, 1997 by: /s/ T. F. Mullan III
---------------------
Thomas F. Mullan III, President
<PAGE>
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 REAL ESTATE PARTNERSHIP
by: NORTH OAKS PROPERTIES, INC.
General Partner
Date: August 13, 1997 by: /s/ Stan G. Thurston
---------------------
Stan G. Thurston, President and
Chief Operating Officer
Date: August 13, 1997 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: August 13, 1997 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,393,063
<SECURITIES> 0
<RECEIVABLES> 418,496
<ALLOWANCES> 0
<INVENTORY> 58,134
<CURRENT-ASSETS> 3,513,296
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,717,960
<CURRENT-LIABILITIES> 1,903,494
<BONDS> 12,960,000
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,717,960
<SALES> 0
<TOTAL-REVENUES> 3,512,789
<CGS> 0
<TOTAL-COSTS> 2,884,188
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (721,595)
<INCOME-PRETAX> (18,071)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18,071)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000857614
<NAME> NORTH OAKS REAL ESTATE PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 31,637,789
<DEPRECIATION> 0
<TOTAL-ASSETS> 31,637,789
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 31,637,789
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 457,096
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 00
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (457,096)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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