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 March 31, 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
NORTH OAKS PARTNERSHIP
AND
NORTH OAKS REAL ESTATE PARTNERSHIP
INDEX
<TABLE>
<CAPTION>
Part I FINANCIAL INFORMATION Page
- ------ --------------------- ----
Item 1 Financial Statements
<S> <C>
o Combining Balance Sheets, March 31, 1997
and December 31, 1996 3
o Combining Statements of Operations and Partners' Equity
(Deficit) Three Months Ended March 31, 1997 and 1996 5
o Combining Statements of Cash Flows, Three
Months Ended March 31, 1997 and 1996 7
o 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>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
Item I. Financial Statements COMBINING BALANCE SHEETS
(UNAUDITED)
MARCH 31, 1997
North Oaks
North Oaks Real Estate Combined
Assets Partnership Partnership Partnerships
------------ ------------ ------------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 2,579,150 -- 2,579,150
Accounts receivable:
Trade 375,118 -- 375,118
Affiliate 10,695 -- 10,695
Admission fees receivable 78,251 -- 78,251
Assets whose use is limited - required
for current liabilities 379,048 -- 379,048
Prepaid expenses 126,476 -- 126,476
Other assets 23,206 -- 23,206
------------ ------------ ------------
Total current assets 3,571,945 -- 3,571,945
------------ ------------ ------------
Assets whose use is limited - debt service
funds, net of amounts req. for curr liabilities 1,599,192 -- 1,599,192
Funds held in escrow 233,174 -- 233,174
Property and equipment, net -- 31,792,983 31,792,983
Cost of acquiring initial continuing-care contracts, net 1,607,813 -- 1,607,813
Deferred financing costs, net 745,049 -- 745,049
------------ ------------ ------------
$ 7,757,173 31,792,983 39,550,156
============ ============ ============
Liabilities and Partners' Equity (Deficit)
Current liabilities:
Accounts payable:
Life Care Services Corporation - current portion $ 650,000 -- 650,000
Trade 397,478 -- 397,478
Accrued expenses 176,551 -- 176,551
Refunds payable 136,413 -- 136,413
Accrued interest - mortgage bonds 224,048 -- 224,048
Current installment of mortgage bonds payable 155,000 -- 155,000
------------ ------------ ------------
Total current liabilities 1,739,490 -- 1,739,490
Payable to Life Care Services Corp. - excluding current portion 3,739,457 -- 3,739,457
Refundable deposits 452,790 -- 452,791
Mortgage bonds payable 12,960,000 -- 12,960,000
Mortgage loans from residents 26,064,627 -- 26,064,627
------------ ------------ ------------
Total liabilities 44,956,364 -- 44,956,364
------------ ------------ ------------
Partners' equity (deficit) (37,199,190) 31,792,983 (5,406,208)
Commitments and Contingencies
------------ ------------ ------------
$ 7,757,173 31,792,983 39,550,156
============ ============ ============
</TABLE>
<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>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF OPERATIONS AND
PARTNERS' EQUITY (DEFICIT)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1997
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
------------ ------------ ------------
<S> <C> <C> <C>
Revenues
Apartment service fees $ 1,210,253 -- 1,210,253
Health center fees 371,899 -- 371,899
Nonrefundable entrance fees 69,527 -- 69,527
Supervision fees 34,982 -- 34,982
Other 22,333 -- 22,333
------------ ------------ ------------
Total revenues 1,708,994 -- 1,708,994
------------ ------------ ------------
Expenses
Selling, general, and administrative 419,446 -- 419,446
Plant operations 142,960 -- 142,960
Environmental services 80,625 -- 80,625
Dietary 361,661 -- 361,661
Medical and resident care 377,577 -- 377,577
Depreciation and amortization 64,537 228,548 293,085
------------ ------------ ------------
Total expenses 1,446,806 228,548 1,675,354
------------ ------------ ------------
Income (loss) from operations 262,188 (228,548) 33,640
------------ ------------ ------------
Other income (expense)
Interest income 34,334 -- 34,334
Interest expense (362,663) -- (362,663)
Other income -- -- --
------------ ------------ ------------
(328,329) -- (328,329)
------------ ------------ ------------
Net loss (66,142) (228,548) (294,689)
Partners' equity (deficit) at beginning of period (37,061,793) 31,950,275 (5,111,518)
Distribution to partners of property (71,256) -- (71,256)
Contribution by partners of property -- 71,256 71,256
Cash contributions from partners -- -- --
------------ ------------ ------------
Partners' equity (deficit) at end of period $(37,199,190) 31,792,983 (5,406,207)
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1996
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
------------ ------------ ------------
<S> <C> <C> <C>
Revenues
Apartment service fees $ 1,132,924 -- 1,132,924
Health center fees 356,062 -- 356,062
Nonrefundable entrance fees 104,012 -- 104,012
Supervision fees 36,019 -- 36,019
Other 15,661 -- 15,661
------------ ------------ ------------
Total revenues 1,644,678 -- 1,644,678
------------ ------------ ------------
Expenses
Selling, general, and administrative 296,517 -- 296,517
Plant operations 199,940 -- 199,940
Environmental services 78,275 -- 78,275
Dietary 320,967 -- 320,967
Medical and resident care 374,858 -- 374,858
Depreciation and amortization 64,537 226,900 291,437
------------ ------------ ------------
Total expenses 1,335,094 226,900 1,561,994
------------ ------------ ------------
Income (loss) from operations 309,584 (226,900) 82,684
------------ ------------ ------------
Other income (expense)
Interest income 6,836 -- 6,836
Interest expense (374,566) -- (374,566)
Other income 0 -- 0
------------ ------------ ------------
(367,730) -- (367,730)
------------ ------------ ------------
Net loss (58,146) (226,900) (285,046)
Partners' equity (deficit) at beginning of period (36,542,435) 32,637,223 (3,905,212)
Distribution to partners of property (99,287) -- (99,287)
Contribution by partners of property 99,287 99,287
Cash contributions from partners -- -- --
------------ ------------ ------------
Partners' equity (deficit) at end of period $(36,699,868) 32,509,610 (4,190,258)
============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF CASH FLOW
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1997
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (66,142) (228,548) (294,689)
Depreciation and amortization 64,537 228,548 293,085
Amortization of Entrance Fees (11,727) -- (11,727)
Increase in accounts receivable (18,336) -- (18,336)
Decrease in prepaid expenses and
other assets 50,010 -- 50,010
Increase in accounts payable
and accrued expenses 127,698 -- 127,698
Decrease in accrued interest -
mortgage bonds (339,061) -- (339,061)
----------- ----------- -----------
Net cash used in operating activities (193,020) -- (193,020)
----------- ----------- -----------
Cash flows from investing activities:
Payments for property and equipment (71,256) -- (71,256)
Increase in funds held in escrow (172,794) -- (172,794)
Decrease in cash invested in assets
whose use is limited 309,675 -- 309,675
----------- ----------- -----------
Net cash provided by investing activities 65,625 -- 65,625
----------- ----------- -----------
Cash flows from financing activities:
Bond principal payments (70,000) -- (70,000)
Increase in advances from Life Care Services
Corporation, net 52,428 -- 52,428
Decrease in loans from residents, net (67,220) -- (67,220)
Increase in refundable deposits, net 69,941 -- 69,941
----------- ----------- -----------
Net cash provided (used) by financing activities (14,851) -- (14,851)
----------- ----------- -----------
Net decrease in cash (142,247) -- (142,247)
Cash at beginning of period 2,721,397 -- 2,721,397
----------- ----------- -----------
Cash at end of period $ 2,579,150 -- 2,579,150
=========== =========== ===========
Supplemental disclosures of noncash financing activities:
Distributions to partners of property $ 71,256 -- 71,256
=========== =========== ===========
Contributions from partners of property $ -- 71,256 71,256
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
NORTH OAKS PARTNERSHIP AND
NORTH OAKS REAL ESTATE PARTNERSHIP
COMBINING STATEMENTS OF CASH FLOW
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1996
North Oaks
North Oaks Real Estate Combined
Partnership Partnership Partnerships
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (58,146) (226,900) (285,046)
Depreciation and amortization 64,537 226,900 291,437
Amortization of entrance fees (3,312) -- (3,312)
Increase in accounts receivable (14,155) -- (14,155)
Decrease in prepaid expenses and other assets 54,578 -- 54,578
Increase in accounts payable and accrued expenses 36,143 -- 36,143
Decrease in accrued interest - mortgage bonds (341,325) -- (341,325)
----------- ----------- -----------
Net cash used in operating activities (261,680) -- (261,680)
----------- ----------- -----------
Cash flows from investing activities:
Payments for property and equipment (99,287) -- (99,287)
Increase in funds held in escrow (32,200) -- (32,200)
Decrease in cash invested in assets
whose use is limited 364,519 -- 364,519
----------- ----------- -----------
Net cash provided by investing activities 233,032 -- 233,032
----------- ----------- -----------
Cash flows from financing activities:
Bond principal payments (65,000) -- (65,000)
Increase in advances from Life Care Services
Corporation, net 19,924 -- 19,924
Increase in loans from residents, net 314,470 -- 314,470
Payments of refundable deposits, net (180,980) -- (180,980)
----------- ----------- -----------
Net cash provided by financing activities 88,414 -- 88,414
----------- ----------- -----------
Net increase in cash 59,766 -- 59,766
Cash at beginning of period 2,528,103 -- 2,528,103
----------- ----------- -----------
Cash at end of period $ 2,587,869 -- 2,587,869
=========== =========== ===========
Supplemental disclosures of noncash financing activities:
Distributions to partners of property $ 99,287 -- 99,287
=========== =========== ===========
Contributions from partners of property $ -- 99,287 99,287
=========== =========== ===========
</TABLE>
NORTH OAKS PARTNERSHIP
AND
NORTH OAKS REAL ESTATE PARTNERSHIP
NOTES TO COMBINING FINANCIAL STATEMENTS
March 31, 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.
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 $69,527 and $104,012 have
been assigned to the Partners during the three months ended March
31, 1997, and March 31, 1996, respectively, and contributed to
the Partnership. In addition, purchases of property and equipment
of $71,256 and $99,287 have been distributed by the Partnership
to the partners and contributed by the partners to NOREP for the
three months ended March 31, 1997 and March 31, 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 three months ended
March 31, 1997 and 1996, the management fee was $70,486 and
$68,702 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.
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 9 semi-private rooms, 13 private rooms, and 15 domiciliary care
units. As of March 31, 1997, 171 apartment units, 14 domiciliary care units, and
32 comprehensive care beds, were occupied. During the three months ended March
31, 1997, apartment occupancy increased two units, from 169 units to 171 units.
During the three months ended March 31, 1997, 6 apartments became available due
to death, permanent assignment to the health center, or move-outs. In 1996,
during the three months ended March 31, 11 apartments became available. Also
during the first three months of 1997, 10 sales occurred, compared to 7 sales in
the same time period in 1996.
Sales efforts resulted in occupancy being maintained at 94% during the three
months ended March 31, 1997. At March 31, 1996, 90% 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 will increase approximately 2%.
Results Of Operations
On January 1, 1997, a 3.9% increase was implemented for the apartment service
fees. During the first three months of 1997, average occupancy was 94%, compared
average occupancy of 91% in the same time period in 1996. These two factors,
less the increase in non-refundable fees, are the reasons why total revenues
increased in the three months ended March 31, 1997, compared to the same time
period in 1996.
Operating expenses increased, even though the number of full time equivalent
employees remained the same. 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. The additional revenue was
not sufficient to cover the additional expense, resulting in income from
operations of $33,640 in the first three months of 1997, compared to an
operating income of $82,684 in the same time period in 1996.
Liquidity and Capital Resources
During the three months ended March 31, 1997, as compared to the same time
period in 1996:
o Cash used in operating activities decreased primarily because the
increase in payables of approximately $128,000 (compared to an increase
in payables of approximately $36,000 in the similar period of 1995).
o Cash provided by investing activities decreased because net increases
in escrows balances and funds whose use is limited were larger in 1997
than 1996 because of stable and higher sales activity and occupancy
than in 1996.
o Cash used by financing activities was greater in 1997 than in 1996
because of fewer net move-ins in 1997 compared to 1996.
Residents, upon occupancy, make loans to the Partnership. The loans from
residents totaled $26,064,627 at March 31, 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 three months
ended March 31, 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.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
None
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: May 14, 1997 by: /s/ Stan G. Thurston
---------------------
Stan G. Thurston, President and
Chief Operating Officer
Date: May 14, 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: May 14, 1997 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 REAL ESTATE PARTNERSHIP
by: NORTH OAKS PROPERTIES, INC.
General Partner
Date: May 14, 1997 by: /s/ Stan G. Thurston
---------------------
Stan G. Thurston, President and
Chief Operating Officer
Date: May 14, 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: May 14, 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,579,150
<SECURITIES> 0
<RECEIVABLES> 375,118
<ALLOWANCES> 0
<INVENTORY> 126,476
<CURRENT-ASSETS> 3,571,945
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,757,173
<CURRENT-LIABILITIES> 1,739,490
<BONDS> 12,960,000
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,757,173
<SALES> 0
<TOTAL-REVENUES> 1,708,994
<CGS> 0
<TOTAL-COSTS> 1,446,806
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (362,663)
<INCOME-PRETAX> (66,142)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (66,142)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000857614
<NAME> NORTH OAKS REAL ESTATE PARTNERSIP
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 31,792,983
<DEPRECIATION> 0
<TOTAL-ASSETS> 31,792,983
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 31,792,983
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> (228,548)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (228,548)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
