FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

10QSB 1 orp907.htm FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-QSB

(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________to _________

Commission file number 0-14533

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

(Exact name of small business issuer as specified in its charter)

Maryland

52-1322906

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

55 Beattie Place, PO Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X_

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEET

(Unaudited)

(in thousands, except unit data)

September 30, 2007


Assets
Cash and cash equivalents		$ 168
Receivables and deposits		253
Restricted escrow		129
Other assets		569
Investment properties:
Land	$ 2,160
Buildings and improvements	35,069
	37,229
Less accumulated depreciation	(21,124)	16,105
		$ 17,224
Liabilities and Partners' (Deficiency) Capital
Liabilities
Accounts payable		$ 717
Tenant security deposit liabilities		91
Accrued property taxes		236
Other liabilities		398
Due to affiliates (Note B)		2,593
Mortgage notes payable		20,174

Partners' (Deficiency) Capital
General partners	$ (2,173)
Assignor limited partner	1
Assignee unit holders (23,558 units outstanding)	(4,813)	(6,985)
		$ 17,224

See Accompanying Notes to Consolidated Financial Statements

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2007	2006	2007	2006
Revenues:
Rental income	$ 1,321	$ 1,258	$ 3,978	$ 3,683
Other income	97	139	541	395
Total revenues	1,418	1,397	4,519	4,078

Expenses:
Operating	1,293	704	2,700	2,254
General and administrative	42	43	152	156
Depreciation	418	370	1,242	1,098
Interest	272	350	821	1,015
Property taxes	176	164	515	483
Total expenses	2,201	1,631	5,430	5,006

Loss before discontinued operations and
casualty gains	(783)	(234)	(911)	(928)
Casualty gains (Note C)	--	23	--	108
Loss from discontinued operations
(Notes A and D)	--	(101)	--	(180)
Gain from sale of discontinued operations
(Note D)	--	5,313	--	5,313

Net (loss) income	$ (783)	$ 5,001	$ (911)	$ 4,313

Net (loss) income allocated to general
partners	$ (16)	$ 71	$ (18)	$ 57
Net (loss) income allocated to assignee
unit holders	(767)	4,930	(893)	4,256

	$ (783)	$ 5,001	$ (911)	$ 4,313
Per assignee unit:
Loss from continuing operations	$(32.56)	$ (8.79)	$(37.91)	$(34.13)
Loss from discontinued operations	--	(4.20)	--	(7.47)
Gain from sale of discontinued operations	--	222.26	--	222.26

Net (loss) income	$(32.56)	$209.27	$(37.91)	$180.66

See Accompanying Notes to Consolidated Financial Statements

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL

(Unaudited)

(in thousands, except unit data)


			Assignor
	Assignee	General	Limited	Assignee
	Units	Partners	Partner	Unit Holders	Total

Partners' (deficiency) capital
at December 31, 2006	23,558	$(2,155)	$ 1	$ (3,920)	$ (6,074)

Net loss for the nine months
ended September 30, 2007	--	(18)	--	(893)	(911)

Partners' (deficiency) capital
at September 30, 2007	23,558	$(2,173)	$ 1	$ (4,813)	$ (6,985)

See Accompanying Notes to Consolidated Financial Statements

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Nine Months Ended
	September 30,
	2007	2006
Cash flows from operating activities:
Net (loss) income	$ (911)	$ 4,313
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation	1,242	1,280
Amortization of loan costs	16	19
Gain from sale of discontinued operations	--	(5,313)
Casualty gains	--	(108)
Loss on early extinguishment of debt	--	115
Changes in assets and liabilities:
Receivables and deposits	(31)	(153)
Other assets	(122)	41
Accounts payable	558	167
Tenant security deposit liabilities	6	(31)
Due to affiliates	291	506
Accrued property taxes	101	(36)
Other liabilities	173	16
Net cash provided by operating activities	1,323	816

Cash flows from investing activities:
Property improvements and replacements	(1,002)	(1,264)
Net deposits to restricted escrows	(69)	--
Net proceeds from sale of discontinued operations	--	8,739
Insurance proceeds received	--	136
Net cash (used in) provided by investing activities	(1,071)	7,611

Cash flows from financing activities:
Payments on mortgage notes payable	(667)	(731)
Repayment of advances from affiliate	(865)	--
Repayment of mortgage note payable	--	(2,995)
Advances from affiliate	81	759
Net cash used in financing activities	(1,451)	(2,967)

Net (decrease) increase in cash and cash equivalents	(1,199)	5,460
Cash and cash equivalents at beginning of period	1,367	398

Cash and cash equivalents at end of period	$ 168	$ 5,858

Supplemental disclosure of cash flow information:
Cash paid for interest	$ 690	$ 775

Supplemental disclosure of non-cash activity:
Property improvements and replacements included in accounts
payable	$ 58	$ --

At December 31, 2006 and 2005, accounts payable included approximately $231,000 and $544,000 of property improvements and replacements, which are included in property improvements and replacements for the nine months ended September 30, 2007 and 2006, respectively.

See Accompanying Notes to Consolidated Financial Statements

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A – Basis of Presentation

The accompanying unaudited consolidated financial statements of Oxford Residential Properties I Limited Partnership (the "Partnership" or "ORP") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Oxford Residential Properties I Corporation (the "Managing General Partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2007. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006. The Managing General Partner is an affiliate of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.

In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the accompanying consolidated statements of operations for the three and nine months ended September 30, 2006 reflect the operations of The Landings Apartments as loss from discontinued operations due to its sale on September 29, 2006 (see “Note D”).

Certain reclassifications have been made to the 2006 balances in order to conform to the 2007 presentation.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entity’s own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Partnership does not anticipate that the adoption of SFAS No. 157 will have a material effect on the consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Partnership has not yet determined whether it will elect the fair value option for any of its financial instruments.

In June 2007, the American Institute of Certified Public Accountants (the “AICPA”) issued Statement of Position No. 07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies” ("SOP 07-1"). SOP 07-1 provides guidance for determining whether the accounting principles of the AICPA Audit and Accounting Guide “Investment Companies” are required to be applied to an entity by clarifying the definition of an investment company and, whether investment company accounting should be retained by a parent company upon consolidation of an investment company subsidiary, or by an investor in the application of the equity method of accounting to an investment company investee. SOP 07-1 applies to reporting periods beginning on or after December 15, 2007; however, the FASB has decided to issue an exposure draft that would indefinitely delay the effective date of SOP 07-1 until the FASB can reassess the provisions of SOP 07-1. The Partnership is currently evaluating the impact, if any, that adoption of SOP 07-1 may have on its consolidated financial statements in the period of adoption.

Note B – Transactions with Affiliated Parties

The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for payments to affiliates for property management services and for reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnership's properties as compensation for providing property management services. However, 40% of this fee is subordinated until certain distribution preference levels to the Assignee Unit Holders are achieved. Total property management fees of approximately $222,000 and $239,000 for the nine months ended September 30, 2007 and 2006, respectively, were charged to expense and are included in operating expense and loss from discontinued operations on the consolidated statements of operations. Property management fees of approximately $89,000 and $96,000 for the nine months ended September 30, 2007 and 2006, respectively, have been deferred. The cumulative deferred management fees as of September 30, 2007 totaled approximately $384,000 and are included in due to affiliates on the accompanying consolidated balance sheet.

An affiliate of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $93,000 and $138,000 for the nine months ended September 30, 2007 and 2006, respectively, which is included in general and administrative expenses, investment properties and gain from sale of discontinued operations. The portion of these reimbursements included in investment properties and gain from sale of discontinued operations for the nine months ended September 30, 2007 and 2006 are construction management services provided by an affiliate of the Managing General Partner of approximately $8,000 and $44,000, respectively. At September 30, 2007, approximately $510,000 in accountable administrative expenses were due to an affiliate of the Managing General Partner and are included in due to affiliates on the accompanying consolidated balance sheet.

In accordance with the Partnership Agreement, during the nine months ended September 30, 2007 and 2006, an affiliate of the Managing General Partner advanced approximately $81,000 and $759,000, respectively, to the Partnership to fund operating payables and capital improvements at the investment properties. Interest on advances accrues at the prime rate plus 2% (9.75% at September 30, 2007) and interest expense was approximately $130,000 and $298,000 for the nine months ended September 30, 2007 and 2006, respectively. During the nine months ended September 30, 2007, the Partnership repaid approximately $907,000 of principal and accrued interest. No such payments were made during the nine months ended September 30, 2006. At September 30, 2007, approximately $1,699,000 of advances and accrued interest is included in due to affiliates on the accompanying consolidated balance sheet. Subsequent to September 30, 2007, an affiliate of the Managing General Partner advanced approximately $714,000 to the Partnership to fund operating expenses at Fairlane East Apartments and payables related to the casualty at Raven Hill Apartments.

The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the nine months ended September 30, 2007 and 2006, the Partnership was charged by AIMCO and its affiliates approximately $241,000 and $209,000, respectively, for insurance coverage and fees associated with policy claims administration.

Note C - Casualty Events

During June 2007, one of the Partnership’s investment properties, Raven Hill Apartments incurred damages as a result of a fire. The preliminary estimates of building damages and lost rents are approximately $2,700,000 and $215,000, respectively. In addition, the Partnership incurred clean up expenses, primarily related to asbestos removal, of approximately $570,000, which are included in operating expenses for the three and nine months ended September 30, 2007. Due to the extensive damage to the building, 18 units will not be able to be occupied while being repaired. The Partnership expects to receive insurance proceeds to cover the damages and does not anticipate a loss to result from this event. As the estimate is preliminary, no assets have yet been written off. During the nine months ended September 30, 2007, the Partnership received proceeds of approximately $200,000 to cover the damages. The proceeds are included in other liabilities until the full extent of the damage is determined. In addition, the Partnership received approximately $50,000 to cover lost rents, which is included in rental income. Subsequent to September 30, 2007, the Partnership received additional proceeds of approximately $350,000 and incurred additional clean up expenses of approximately $215,000.

During November 2005, one of the Partnership’s investment properties, Fairlane East Apartments, incurred approximately $67,000 in damages as a result of water damage. During the nine months ended September 30, 2006, the Partnership received insurance proceeds of approximately $57,000 and wrote off undepreciated damaged assets of approximately $13,000 resulting in a casualty gain of approximately $44,000.

During January 2006, one of the Partnership’s investment properties, Fairlane East Apartments, incurred approximately $89,000 in damages as a result of a fire. During the nine months ended September 30, 2006, the Partnership received insurance proceeds of approximately $79,000 and wrote off undepreciated damaged assets of approximately $15,000 resulting in a casualty gain of approximately $64,000.

Note D – Sale of Discontinued Operations

On September 29, 2006, the Partnership sold The Landings Apartments to a third party, for net proceeds of approximately $8,739,000 after payment of a prepayment penalty owed by the Partnership and payment of closing costs. The Partnership used approximately $2,995,000 of net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain of approximately $5,313,000 for the three and nine months ended September 30, 2006 as a result of the sale. In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $115,000 as a result of unamortized loan costs written off and a prepayment penalty, which is included in loss from discontinued operations. The property’s operations for the nine months ended September 30, 2006 of approximately $65,000 are shown as loss from discontinued operations and include revenues of approximately $775,000 for the nine months ended September 30, 2006. Included in loss from discontinued operations for the three months ended September 30, 2006 are income of approximately $14,000, including revenues of approximately $243,000.

Note E – Contingencies

The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.

Environmental

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release

or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in

connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its properties, the Partnership could potentially be liable for environmental liabilities or costs associated with its properties.

Mold

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the Managing General Partner have implemented policies, procedures, third-party audits and training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions. Because the law regarding mold is unsettled and subject to change the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s consolidated financial condition or results of operations.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this report contain certain forward-looking statements, including, without limitation, statements regarding future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Registrant and interpretations of those regulations; the competitive environment in which the Registrant operates; financing risks, including the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes, and possible environmental liabilities. Readers should carefully review the Registrant's financial statements and the notes thereto, as well as the risk factors described in the documents the Registrant files from time to time with the Securities and Exchange Commission.

The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy of the properties for the nine months ended September 30, 2007 and 2006:


	Average Occupancy
Property	2007	2006

Raven Hill Apartments	91%	92%
Burnsville, Minnesota
Fairlane East Apartments (1)	96%	81%
Dearborn, Michigan

(1)

The Managing General Partner attributes the increase in occupancy at Fairlane East Apartments to the completion of a redevelopment project and increased resident retention efforts at the property.

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the Managing General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the Managing General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

Results of Operations

The Partnership’s net loss for the three and nine months ended September 30, 2007 was approximately $783,000 and $911,000, respectively, compared to net income of approximately $5,001,000 and $4,313,000, respectively, for the corresponding periods in 2006. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the consolidated statements of operations for the three and nine months ended September 30, 2006 reflect the operations of The Landings Apartments as loss from discontinued operations due to its sale on September 29, 2006.

The Partnership realized loss before discontinued operations and casualty gain of approximately $783,000 and $911,000 for the three and nine months ended September 30, 2007, respectively, compared to loss before discontinued operations and casualty gain of approximately $234,000 and $928,000, respectively, for the corresponding periods in 2006. The increase in loss before discontinued operations and casualty gain for the three months ended September 30, 2007 is due to an increase in total expenses, partially offset by an increase in total revenues. The decrease in loss before discontinued operations and casualty gain for the nine months ended September 30, 2007 is due to an increase in total revenues, partially offset by an increase in total expenses.

Total expenses increased for both periods due to increases in operating, depreciation, and property tax expenses, partially offset by a decrease in interest expense. General and administrative expenses remained relatively constant for both periods. Operating expenses increased for both periods primarily due to an increase in clean up expenses associated with the fire at Raven Hill Apartments, as discussed above, and insurance expense as a result of increased premiums at both investment properties. The increase in operating expenses for the nine months ended September 30, 2007 was partially offset by decreases in utilities at Fairlane East Apartments and the recording of a liability during the nine months ended September 30, 2006 relating to forfeiture of unclaimed property pursuant to applicable state and local laws. Depreciation expense increased for both periods due to property improvements and replacements placed into service during the past twelve months, which are now being depreciated. Property tax expense increased for both periods primarily due to an increase in the assessed value of Fairlane East Apartments. Interest expense decreased for both periods primarily due to a decrease in interest expense on advances from an affiliate of the Managing General Partner as a result of a lower average outstanding advance balance and a decrease in interest on the mortgages encumbering the investment properties due to regularly scheduled principal payments that reduced the carrying balance of the mortgages.

Included in general and administrative expenses for the three and nine months ended September 30, 2007 and 2006 are management reimbursements to the Managing General Partner as allowed under the Partnership Agreement, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

Total revenues increased for the three months ended September 30, 2007 due to an increase in rental income partially offset by a decrease in other income. Total revenues increased for the nine months ended September 30, 2007 due to increases in both rental and other income. Rental income increased for both periods due to an increase in occupancy at Fairlane East Apartments, partially offset by decreases in the average rental rate at both of the Partnership’s investment properties and occupancy at Raven Hill Apartments. Other income decreased for the three months ended September 30, 2007 primarily due to decreases in tenant utility reimbursements and lease cancellation fees at Raven Hill Apartments. Other income increased for the nine months ended September 30, 2007 primarily due to increases in tenant utility reimbursements at both of the Partnership’s investment properties.

Liquidity and Capital Resources

At September 30, 2007, the Partnership had cash and cash equivalents of approximately $168,000 compared to approximately $5,858,000 at September 30, 2006. Cash and cash equivalents decreased by approximately $1,199,000 from December 31, 2006 due to approximately $1,451,000 and $1,071,000 of cash used in financing and investing activities, respectively, partially offset by approximately $1,323,000 of cash provided by operating activities. Net cash used in financing activities consisted of repayment of advances to an affiliate of the Managing General Partner and principal payments made on the mortgages encumbering the Partnership’s investment properties, partially offset by advances received from an affiliate of the Managing General Partner. Net cash used in investing activities consisted of property improvements and replacements and net deposits to a restricted escrow. The Partnership invests its working capital reserves in interest bearing accounts.

In accordance with the Partnership Agreement, during the nine months ended September 30, 2007 and 2006, an affiliate of the Managing General Partner advanced approximately $81,000 and $759,000, respectively, to the Partnership to fund operating payables and capital improvements at the investment properties. Interest on advances accrues at the prime rate plus 2% (9.75% at September 30, 2007) and interest expense was approximately $130,000 and $298,000 for the nine months ended September 30, 2007 and 2006, respectively. During the nine months ended September 30, 2007, the Partnership repaid approximately $907,000 of principal and accrued interest. No such payments were made during the nine months ended September 30, 2006. At September 30, 2007, approximately $1,699,000 of advances and accrued interest is included in due to affiliates on the consolidated balance sheet included in “Item 1. Financial Statements”. Subsequent to September 30, 2007, an affiliate of the Managing General Partner advanced approximately $714,000 to the Partnership to fund operating expenses at Fairlane East Apartments and payables related to the casualty at Raven Hill Apartments.

The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the Partnership’s properties to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance. For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas. In light of these changes, the Partnership expects that it will incur higher expenses related to compliance. Capital improvements planned for the Partnership’s properties are detailed below.

Raven Hill Apartments

During the nine months ended September 30, 2007, the Partnership completed approximately $697,000 of capital improvements at Raven Hill Apartments, consisting primarily of security equipment, swimming pool upgrades, elevator improvements, kitchen and bathroom upgrades, floor covering replacement and construction related to the casualty discussed above. These improvements were funded from operating cash flow and advances from an affiliate of the Managing General Partner. The Partnership regularly evaluates the capital improvement needs of the property. The Partnership will continue reconstruction related to the casualty discussed above. In addition, certain routine capital expenditures are anticipated during 2007. Such capital expenditures will depend on the physical condition of the property as well as anticipated insurance proceeds and anticipated cash flow generated by the property.

Fairlane East Apartments

During the nine months ended September 30, 2007, the Partnership completed approximately $132,000 of capital improvements at Fairlane East Apartments consisting primarily of exterior lighting, recreation facility upgrades and air conditioning unit and floor covering replacements. These improvements were funded from operating cash flow and replacement reserves. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2007. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

Capital expenditures will be incurred only if cash is available from operations, Partnership reserves, insurance proceeds or advances from the affiliate of the Managing General Partner. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

The Partnership's assets are thought to be generally sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering the two investment properties of approximately $20,174,000 is being amortized over 20 years and is scheduled to be fully amortized at maturity in June 2023. Each mortgage note has a call option, which allows for the lender to declare the outstanding principal of the loans due and payable in July 2008 and on every fifth anniversary thereafter.

No distributions were made during the nine months ended September 30, 2007 and 2006. Future cash distributions will depend on the levels of net cash generated from operations, the timing of the exercise of the lender call option, property sales and/or refinancings. The Partnership’s cash available for distribution is reviewed on a monthly basis. In light of the amounts accrued and payable to affiliates of the Managing General Partner at September 30, 2007, there can be no assurance that the Partnership will generate sufficient funds from operations after required capital improvements to permit any distributions to its partners in 2007 or subsequent periods.

Other

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 14,109.5 limited partnership units (the "Units") in the Partnership representing 59.89% of the outstanding Units at September 30, 2007. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters which would include voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 59.89% of the outstanding Units, AIMCO is in a position to control all such voting decisions with respect to the Partnership. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment properties are recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

Real property investment is subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of the Partnership’s investment properties. These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing. Any adverse changes in these factors could cause impairment of the Partnership’s assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less. The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease. The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

ITEM 3.

CONTROLS AND PROCEDURES

(a)

Disclosure Controls and Procedures. The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

(b)

Internal Control Over Financial Reporting. There have not been any changes in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

See Exhibit Index.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant 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

Date: November 13, 2007	By: /s/Martha L. Long
	Martha L. Long
	Senior Vice President

Date: November 13, 2007	By: /s/Stephen B. Waters
	Stephen B. Waters
	Vice President

OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP

EXHIBIT INDEX

Exhibit

Description of Exhibit

3.1

Amended and Restated Agreement and Certificate of Limited Partnership (incorporated by reference to Exhibit A of the Prospectus of the Partnership, dated May 24, 1985).

4.1

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).

10.9

Mortgage, security agreement, financing statement and fixture filing dated May 7, 2003 between ORP One L.L.C. and Golden American Life Insurance Company (incorporated by reference to the Partnership’s Current Report on Form 8-K dated May 8, 2003 and filed on May 23, 2003).

10.11

Mortgage, Security Agreement, Financing Statement and Fixture Filing dated May 7, 2003 between ORP Three L.L.C. and Golden American Life Insurance Company (incorporated by reference to the Partnership’s Current Report on Form 8-K dated May 8, 2003 and filed on May 23, 2003).

10.18

Purchase and Sale Contract between ORP Two, LLC, a Maryland limited liability company, and Sun Shiel Properties II, LLC, an Indiana limited liability company, dated May 15, 2006 (incorporated by reference to the Partnership’s Current Report on Form 8-K dated May 15, 2006 and filed on May 19, 2006).

10.19

First Amendment to Purchase and Sale Contract between ORP Two, LLC, a Maryland limited liability company, and Sun Shiel Properties II, LLC, an Indiana limited liability company, dated June 13, 2006 (incorporated by reference to the Partnership’s Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2006).

31.1

Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.