-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T4Z937e10WlskFAUPVkl2SU/VDJJnRdD3aGf87GLh90KUSGSk42NjxwYsx0RfNBC 98kcUYmkgYVkROwgGuum4w== 0000744786-99-000007.txt : 19990402 0000744786-99-000007.hdr.sgml : 19990402 ACCESSION NUMBER: 0000744786-99-000007 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD RESIDENTIAL PROPERTIES I LTD PARTNERSHIP CENTRAL INDEX KEY: 0000744786 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521322906 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-14533 FILM NUMBER: 99582516 BUSINESS ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: 11TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3016543100 MAIL ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: 11TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 10-K 1 OXFORD RESIDENTIAL PROPERTIESI LIMITED PARTNERSHIP ====================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1998 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _________ to _________ -------------------------------- Commission file number: 0-14533 -------------------------------- OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP - ---------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 52-1322906 - ---------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7200 Wisconsin Avenue, 11th floor, Bethesda, Maryland 20814 - ---------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 301-654-3100 - ---------------------------------------------------------------------- Registrant's telephone number, including area code Securities Registered Pursuant to Section 12(b) of the Act: NONE Securities Registered Pursuant to Section 12(g) of the Act: Assignee Units Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES /X/ NO / /. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10K. [X]. The Assignee Units of limited partnership interest of the Partnership are not currently being traded in any public market. Therefore, the Assignee Units had neither a market selling price nor an average bid or asked price within the 60 days prior to the date of this filing. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents of the Registrant are incorporated herein by reference as indicated: Form 10-K Parts Document - ---------------------------------------------------------------------- Parts I, II, III Portions of the 1998 Annual Report are incorporated by reference into Parts I, II and III. Reference to Exhibits is on page 9. OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP FORM 10-K PART I Item 1. Business. The Registrant, Oxford Residential Properties I Limited Partnership ("ORP" or the "Partnership"), was formed on January 19, 1984, under the Maryland Revised Uniform Limited Partnership Act to acquire, own and operate residential properties. The Partnership sold $25,714,000 of Assignee Units in a public offering that concluded on October 18, 1985. The net offering proceeds were used to acquire residential properties. Item 2. Properties. Information concerning the individual properties is discussed in the 1998 Annual Report in the section entitled "Community Descriptions," which section is incorporated herein by reference (pages 13 through 14 hereof). Item 3. Legal Proceedings. The Registrant is engaged from time to time in litigation incident to its business; however, there are no pending legal proceedings whose potential effects are considered to be material by the Managing General Partner. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for the Registrant's Partnership Interests and Related Partnership Matters. (a) Market Information. The Partnership originally issued 25,714 Assignee Units and through December 31, 1998, had redeemed a total of 1,623 Assignee Units, ranging in price from $332 to $505 per Assignee Unit. As of December 31, 1998, there were 24,091 Assignee Units outstanding. There is currently no established public market in which the Assignee Units are traded, and it is not anticipated that a public market will develop. (b) Number of Security Holders. As of December 31, 1998 there were 1,483 Assignee Unit Holders. OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP FORM 10-K PART II (continued) (c) Dividend History and Restrictions. Information regarding the frequency and amount of cash distributions is included in the section entitled "Selected Consolidated Financial Data" of the 1998 Annual Report, which section is incorporated herein by reference (page 12 hereof). Information regarding management's future expectations as to distributions is also included in the 1998 Annual Report in the section entitled "Report of Management," which section is incorporated herein by reference (on pages 15 through 21 hereof). Item 6. Selected Financial Data. Reference is made to the section of the 1998 Annual Report entitled "Selected Consolidated Financial Data," which section is incorporated herein by reference (page 12 hereof). Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. For a detailed discussion of the Partnership's financial condition and results of operations for the years ended December 31, 1998, 1997, and 1996, see information set forth in the section entitled "Report of Management" of the Partnership's 1998 Annual Report, which section is incorporated herein by reference (pages 15 through 21 hereof). Item 8. Financial Statements and Supplementary Data. Reference is made to the 1998 Annual Report for the consolidated financial statements of the Partnership, which consolidated financial statements are incorporated herein by reference (pages 23 through 26 hereof). See Item 14 of this report for information concerning financial statements and schedules filed with this report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers of the Registrant. (a), (b), (c) and (e). The Partnership has no directors or officers. The Managing General Partner of the Partnership, as designated in the Partnership Agreement, is Oxford Residential Properties I Corporation. The director and executive officers of the Managing General Partner are as follows: - ----------------------------------------------------------------- Name Age Position and Business Experience - ----------------------------------------------------------------- Leo E. Zickler 62 Chairman of the Board of Directors and Chief Executive Officer since inception. Since March 1982 he has been Chairman of the Board of Directors, and Chief Executive Officer of Oxford Development Corporation ("Oxford"), an affiliate of the Partnership and a national real estate firm which owns and operates apartment and senior living communities. Mr. Zickler served as President of Oxford until February 28, 1994. Mr. Zickler serves as a director and officer of certain entities affiliated with Oxford. OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP FORM 10-K PART III (continued) - ----------------------------------------------------------------- Name Age Position and Business Experience - ----------------------------------------------------------------- Francis P. Lavin 47 President since March 1, 1994. From October 1989 through January 1994, he was a Director and President of ML Oxford Finance Corporation, an affiliate of Merrill Lynch & Company, Inc. From 1979 to October 1989, Mr. Lavin held various positions at subsidiaries of Merrill Lynch & Company including Director of Merrill Lynch Capital Markets and Vice President of Merrill Lynch, Hubbard Inc. Since March 1, 1994, Mr. Lavin has served as President of Oxford, as well as a director and officer of certain entities affiliated with Oxford. Richard R. Singleton 51 Senior Vice President since inception and Chief Financial Officer since 1995. Previously, he was Vice President of Oxford Mortgage & Investment Corporation since 1979 and was promoted to Senior Vice President in 1983, and he was Chief Operating Officer of ORP's Managing General Partner since 1990 and was promoted to Chief Financial Officer in 1995. Mr. Singleton also serves as an officer of certain entities affiliated with Oxford. The director and executive officers of the Managing General Partner will serve in their respective positions until successors are chosen. (d) Family Relationships. None. (f) Involvement in Certain Legal Proceedings. None. (g) Promoter and Controlling Persons. Not applicable. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires that the directors, executive officers, and persons who own more than 10% of a registered class of the equity securities of ORP ("reporting persons") file with the Securities and Exchange Commission initial reports of ownership, and reports of changes in ownership, of ORP Assignee Units. Reporting persons are required by Securities and Exchange Commission rules to furnish ORP with copies of all Section 16(a) reports they file. Based solely upon a review of Section 16(a) reports furnished to ORP for the fiscal year ended December 31, 1998 (the "1998 fiscal year"), or representations by reporting persons that no other reports were required for the 1998 fiscal year, ORP believes that all reporting persons timely filed all reports required by Section 16(a) of the Exchange Act. Item 11. Executive Compensation. (a), (b), (c) and (d) Neither the director nor the executive officers of the Managing General Partner receives direct compensation for services rendered to the Partnership. (e) Termination of Employment and Change of Control Arrangements. None. OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP FORM 10-K PART III (continued) Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) Security Ownership of Certain Beneficial Owners. ORP Acquisition Partners Limited Partnership, located at 7200 Wisconsin Avenue, Suite 1100, Bethesda, MD 20814, owns 4,997 Assignee Units, representing approximately 20.7% of the Assignee Units outstanding as of December 31, 1998. No other person or group is known by the Partnership to own beneficially more than 5% of the outstanding limited partnership interests and Assignee Units. (b) Security Ownership of Management. The officers and directors of the General Partners of the Partnership do not directly own any Assignee Units, however, certain officers and directors own equity interests in ORP Acquisition Partners Limited Partnership, which owns 4,997 Assignee Units, representing approximately 20.7% of the Assignee Units outstanding as of December 31, 1998. An affiliate of the General Partner is the Assignor Limited Partner of the Partnership. The Assignor Limited Partner has assigned the ownership of its limited partnership units (including rights to a percentage of the income, gain, losses, deductions, and distributions of the Partnership) to the Assignee Unit Holders. (c) Changes in Control. None. Item 13. Certain Relationships and Related Transactions. (a) Transactions with Management and Others. The Partnership has no directors or officers. The Managing General Partner and its affiliates do not receive any direct compensation, but are reimbursed by ORP for any actual direct costs and expenses incurred in connection with the operation of the Partnership. Expense reimbursements are for an affiliate's personnel costs, travel expenses and interest on interim working capital advances for activities directly related to the Partnership which were not covered separately by fees. Total reimbursements to this affiliate for the years ended December 31, 1998, 1997 and 1996 were $116,000, $65,000, and $56,000, respectively, for administrative and accounting related costs. An affiliate of NHP Management Company, the property manager, has a separate services agreement with Oxford Realty Financial Group, Inc. ("ORFG"), an affiliate of the Managing General Partner, pursuant to which ORFG provides certain services to NHP in exchange for service fees in an amount equal to 25.41% of all fees collected by NHP from certain properties, including those owned by the Partnership. (b) Certain Business Relationships. The Partnership's response to Item 13(a) is incorporated herein by reference. The Partnership has no business relationship with entities of which the officers or director of the Managing General Partner of the Partnership are officers, directors or equity owners, other than as set forth in the Partnership's response to Item 13(a). OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP FORM 10-K PART III (continued) (c) Indebtedness of Management. None (d) Transactions with Promoters. None PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) List of documents filed as part of this Report: 1. Financial Statements. The following financial statements are contained in the Partnership's 1998 Annual Report and are incorporated herein by reference into Part II, Item 8: Page Numbers Description Herein --------------------------------------------------------- Report of Independent Accountants. 22 Consolidated Balance Sheets as of December 31, 1998 and 1997. 23 Consolidated Statements of Operations for the years ended December 31, 1998, 1997 and 1996. 24 Consolidated Statement of Partners' Capital for the years ended December 31, 1998, 1997 and 1996. 25 Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996. 26 Notes to Consolidated Financial Statements. 27-34 2. Financial Statement Schedules. All financial statement schedules have been omitted since they are not applicable, not required, or because the required information is included elsewhere in the financial statements or notes thereto. 3. Exhibits (listed according to the number assigned in the table in Item 601 of Regulations S-K). Exhibit No. 4 - Items defining the rights of security holders including indentures. a. Amended and Restated Agreement and Certificate of Limited Partnership (Incorporated by reference from Exhibit A of the Prospectus of the Partnership, dated May 24, 1985). Exhibit No. 10 - Material contracts. a. Permanent Mortgage Loan Documents in favor of Lexington Mortgage Company, encumbering Fairlane East. b. Permanent Mortgage Loan Documents in favor of Lexington Mortgage Company, encumbering The Landings. c. Permanent Mortgage Loan Documents in favor of Lexington Mortgage Company, encumbering Raven Hill. OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP FORM 10-K PART IV (continued) d. Permanent Mortgage Loan Documents in favor of Lexington Mortgage Company, encumbering Shadow Oaks. Exhibit No. 13 - Annual report to security holders, etc. a. Annual Report for the year ended December 31, 1998 ("filed" only to the extent material therefrom is specifically incorporated by reference). Exhibit No. 25 - Power of Attorney. a. Leo E. Zickler Power of Attorney (Incorporated by reference from Exhibits to Post- effective Amendment No. 1 to Form S-11 Registration Statement, dated March 28, 1985). Exhibit No. 28 - Additional Exhibits. None. (b) Reports on Form 8-K. No reports on Form 8-K were filed by the registrant during the year ended December 31, 1998. (c) The list of Exhibits required by Item 601 of Regulation S-K is included in Item 14(a)(3) above. (d) Financial Statement Schedules. See Item 14(a)(2) above. OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP FORM 10-K CROSS REFERENCE SHEET The item numbers and captions in Parts I, II, III, and IV hereof and the page and/or pages in the referenced materials where the corresponding information appears are as follows: Sequentially Numbered Item Reference Materials Page(s) - ------------------------------------------------------------------ 1. Business Annual Report 1998 pps 13-21 2. Properties Annual Report 1998 pps 13-14 5. Market for Registrant's Annual Report 1998 pps 12, 16-21, Registrant's Partnership 31-32 and 33-34 Interest and Related Partnership Metters 6. Selected Financial Data Annual Report 1998 pp 12 7. Management's Discussion Annual Report 1998 pps 16-21 and Analysis of Financial Condition and Results of Operations 8. Financial Statements and Annual Report 1998 pps 22-34 Supplementary Data 11. Executive Compensation Annual Report 1998 pps 33-34 13. Certain Relationships and Annual Report 1998 pps 33-34 Related Transactions 14. Exhibits, Financial Annual Report 1998 pps 12-37 Statement Schedules, and Reports on Form 8-K OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP FORM 10-K EXHIBIT INDEX (Listed according to the number assigned in the Exhibit Table in Item 601 of Regulation S-K.) (13) Annual Report 1998 to Security Holders. Oxford Residential Properties I Limited Partnership's Report dated December 31, 1998, follows on sequentially numbered pages 11 through 37 of this report. (27) Financial Data Schedule. OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP FORM 10-K SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Oxford Residential Properties I Limited Partnership By: Oxford Residential Properties I Corporation Managing General Partner of the Registrant Date: 3/31/99 By: /s/ Richard R. Singleton ------- ------------------------------------------- Richard R. Singleton Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: 3/31/99 By: /s/ Leo E. Zickler ------- -------------------------------------------- Leo E. Zickler Chairman of the Board of Directors and Chief Executive Officer Date: 3/31/99 By: /s/ Francis P. Lavin ------- -------------------------------------------- Francis P. Lavin President No proxy material has been sent to the Registrant's security holders. The Partnership's Annual Report 1998 is expected to be mailed to Assignee Unit Holders before April 30, 1999. OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP Annual Report 1998 CONTENTS Selected Consolidated Financial Data Community Descriptions Average Occupancy Summary of Project Data Report of Management Report of Independent Accountants Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statement of Partners' Capital Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Distribution Information General Partnership Information Instructions for Investors who wish to reregister or transfer ORP Assignee Units - ---------------------------------------------------------------------------------------------------------------------------
Selected Consolidated Financial Data (in thousands, except Net Income (Loss) per Assignee Unit and weighted average number of Assignee Units outstanding) - --------------------------------------------------------------------------------------------------------------------------- For the Years Ended December 31, - --------------------------------------------------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS 1998 1997 1996 1995 1994 Total Assets $26,926 $27,541 $27,860 $28,484 $29,215 Investment Properties $24,092 $24,423 $24,670 $25,063 $25,559 Mortgage Notes Payable $20,760 $21,145 $21,501 $21,828 $22,129 Total Revenues from Apartment Operations $ 7,718 $ 7,461 $ 7,187 $ 6,895 $ 6,619 Net Operating Income $ 4,091 $ 3,830 $ 3,623 $ 3,463 $ 3,249 Net Income (Loss) $ 414 $ 402 $ 194 $ (184) $ (62) Net Income (Loss) Allocated to $ 406 $ 394 $ 190 $ (180) $ (61) Assignee Unit Holders Net Income (Loss) per Assignee Unit $ 16.71 $ 16.03 $ 7.63 $ (7.07) $ (2.37) Net Loss (tax basis) per Assignee Unit $ (1.56) $ (4.62) $(12.29) $(26.65) $(25.50) Cash Distributions per Assignee Unit $ 30.00 $ 20.00 $ 15.00 $ 12.50 $ 10.00 Assignee Units Outstanding 24,091 24,325 24,657 25,186 25,714 Weighted Average of Assignee Units Outstanding 24,281 24,582 24,940 25,515 25,714 Number of Assignee Unit Holders 1,483 1,579 1,712 1,642 2,163 Number of Investment Properties Owned 4 4 4 4 4 - --------------------------------------------------------------------------------------------------------------------------- Net loss (tax basis) per Assignee Unit includes $(5.05) real estate rental loss per Assignee Unit, and $3.49 in portfolio income per Assignee Unit. Includes semiannual distributions of $15.00 per Assignee Unit paid in August 1998 and March 1999. Net loss (tax basis) per Assignee Unit includes $(8.84) real estate rental loss per Assignee Unit, and $4.22 in portfolio income per Assignee Unit. Includes semiannual distributions of $10.00 per Assignee Unit paid in August 1997 and February 1998. Net loss (tax basis) per Assignee Unit includes $(17.05) real estate rental loss per Assignee Unit, and $4.76 in portfolio income per Assignee Unit. Includes semiannual distributions of $7.50 per Assignee Unit paid in August 1996 and February 1997. Net loss (tax basis) per Assignee Unit includes $(31.58) real estate rental loss per Assignee Unit, and $4.93 in portfolio income per Assignee Unit. Includes semiannual distributions of $5.00 per Assignee Unit paid in August 1995 and $7.50 per Assignee Unit paid in February 1996. Net loss (tax basis) per Assignee Unit includes $(36.10) real estate rental loss per Assignee Unit pre-act passive loss, $6.39 in cancellation of indebtedness income per Assignee Unit, and $4.21 in portfolio income per Assignee Unit. Includes semiannual distributions of $5.00 per Assignee Unit paid in August 1994 and February 1995. ORP Acquisition Partners Limited Partnership, located at 7200 Wisconsin Avenue, Suite 1100, Bethesda, MD 20814, owns 4,997 Assignee Units, representing approximately 20.7% of the Assignee Units outstanding at December 31, 1998. Also, from July 1995 through December 31, 1998, ORP has purchased, in the aggregate, 1,623 Assignee Units, ranging in price from $332 to $505 per Assignee Unit.
- ------------------------------------------------------------------- Community Descriptions - ------------------------------------------------------------------- The following paragraphs contain descriptions of each of the four properties comprising the Partnership's portfolio. Unless otherwise indicated, information provided herein is as of December 31, 1998. Fairlane East, Dearborn, Michigan Fairlane East is a 244-unit conventional property, located in Dearborn, Michigan. Fairlane East was built in 1973 and consists of 26 buildings, offering one to two bedroom apartments and two to three bedroom townhomes. The buildings are of wood frame construction with brick and wood trim. The property is located on Rotunda Drive. To the north is single-family residential, to the east is industrial, to the south is the Ford Land Development Maintenance Center, and to the west is a retirement center and the Ford World Headquarters. Fairlane East is convenient to shopping, restaurants, churches, and public transportation. Amenities include a washer and dryer in each unit, a swimming pool and a clubhouse. Average occupancy was 95% in 1998 and 96% in in 1997. Property improvements completed for the year ended December 31, 1998 primarily include fence and deck replacements, carpet, vinyl floor and appliance replacements, HVAC repairs and replacements, structural repairs, roof replacements of the clubhouse building and five carports, sidewalks and curb replacements, interior and exterior painting, cabinet and counter replacements, and landscaping improvements. There are at least three competitive apartment communities containing an aggregate of approximately 1,100 apartment units located in the Dearborn area within a five-mile radius of the site. Average occupancy at these communities was approximately 95% as of December 31, 1998. Additionally, a new rental community is being built adjacent to Fairlane East, with lease of the new units anticipated to begin in 1999. The Landings, Indianapolis, Indiana The Landings is a 150-unit property located in northeastern Indianapolis, Indiana. The property is approximately 15 minutes from the downtown business district. The Landings is located at 78th Street and Keystone Avenue between the popular areas of Keystone at the Crossing and Broad Ripple, and is convenient to shopping, entertainment, parks, major thoroughfares, and public transportation. The property was built in 1974 and consists of nine wood frame constructed buildings with brick and aluminum siding and wood trim. The property is located on 27.3 acres along the White River and surrounds a lake that opens to the White River. Amenities include a clubhouse with party and billiard room, boat launch ramp to the river, boat storage, a sand volleyball court, two lighted tennis courts, a basketball court area, and a swimming pool. Average occupancy was 95% in 1998 and 91% in 1997. Project improvements completed for the year ended December 31, 1998 primarily include carpet, vinyl floor and appliance replacements, balcony replacements, asphalt/concrete repairs, HVAC repairs and replacements, and refurbishment of clubhouse. Major competitors of The Landings include at least four comparable apartment communities, containing an aggregate of approximately 2000 units, located within five miles of the property. Average occupancy at these communities was approximately 94% as of December 31, 1998. An additional three properties with an aggregate total of approximately 900 apartment units are under construction in the Indianapolis area within a six-mile radius of the site. The properties are scheduled to be completed during 1999. Raven Hill, Burnsville, Minnesota Raven Hill is a 304-unit apartment community located in Burnsville, Minnesota, a suburb south of Minneapolis. It is convenient to the Minneapolis central business district, as well as the suburban employment centers of the Twin Cities of Minneapolis and St. Paul. The property was built in 1971 and consists of four three-story buildings with underground and surface parking. Amenities include two guest suites, indoor and outdoor swimming pools, a spa, tennis courts, an indoor racquetball court, and two entertainment centers. Average occupancy was 97% in 1998 and 1997, respectively. - ------------------------------------------------------------------- Community Descriptions - ------------------------------------------------------------------- Property improvements completed for the year ended December 31, 1998 primarily include patio and balcony improvements, carpet and vinyl replacements, appliance replacements, interior painting, boiler repairs, landscaping improvements, air conditioner replacements, ventilator fans, and elevator improvements. There are several comparable apartment communities located in the Burnsville area within close proximity of Raven Hill, with average occupancy of 96% at December 31, 1998. Built in the mid to late 1980s, these communities are newer and offer more contemporary features than Raven Hill. However, the exterior vinyl siding, window, and patio and balcony improvements at Raven Hill are now complete and will enhance the appearance and competitiveness of the property. There are no known rental communities under construction in this market area. Shadow Oaks, Tampa, Florida Shadow Oaks is a 200-unit apartment community built in 1984 and is located in a neighborhood consisting of middle- and upper- middle-class single-family homes close to various commercial centers. Shadow Oaks is located in northeast Tampa, between the University of South Florida and Carrollwood areas. Amenities include playground, pool, whirlpool, tennis court, picnic area, volleyball court, and laundry facilities. There has been significant building of apartments in Tampa and the surrounding area and, as a result, Shadow Oaks competes for residents with a considerable number of newer apartment communities located in nearby neighborhoods. Average occupancy was 97% in 1998 and 95% in 1997. Property improvements completed for the year ended December 31, 1998 primarily include cedar wood siding and picket replacement performed in conjunction with a complete exterior paint job of the property, completion of third and final year of roof replacement, carpet, vinyl floor and appliance replacements, clubhouse upgrades, and landscaping improvements. There are three comparable apartment communities containing an aggregate of approximately 1,200 apartment units located in the Tampa area within a three-mile radius of the site. Average occupancy at these communities was approximately 97% as of December 31, 1998. Although new construction is planned in the Tampa area, it should not materially affect Shadow Oaks due to its competitive market position in the area. - ----------------------------------------------------------------------------------------------------------------------
Average Occupancy - ---------------------------------------------------------------------------------------------------------------------- The average occupancy for each of the four investment properties is shown in the following chart: Average For the Quarter Ended Average Property/ Acquisition Occupancy -------------------------------------- Occupancy Location Date 1997 3/31/98 6/30/98 9/30/98 12/31/98 1998 - ---------------------------------------------------------------------------------------------------------------------- Fairlane East 12/23/85 96% 91% 94% 97% 97% 95% Dearborn, Michigan The Landings 10/31/84 91% 94% 96% 96% 94% 95% Indianapolis, Indiana Raven Hill 12/24/86 97% 98% 97% 97% 96% 97% Burnsville, Minnesota Shadow Oaks 02/07/85 95% 97% 96% 98% 95% 97% Tampa, Florida - ----------------------------------------------------------------------------------------------------------------------
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Summary of Project Data (in thousands) - ---------------------------------------------------------------------------------------------------------------------- 1998 Operating Results (in thousands) Average NOI Rent Collected Before NOI ----------------- Property Before Property/ No. of December December Apartment Apartment Improvements Property Debt Location Units 1998 1997 Revenues Expenses & Debt Service Improvements Service - ---------------------------------------------------------------------------------------------------------------------- Fairlane East 244 $1,010 $963 $2,803 $1,115 $1,688 $ 348 $1,340 Dearborn, Michigan The Landings 150 616 599 1,088 552 536 213 323 Indianapolis, Indiana Raven Hill 304 735 705 2,650 1,341 1,309 483 826 Burnsville, Minnesota Shadow Oaks 200 488 466 1,177 619 558 278 280 Tampa, Florida - ---------------------------------------------------------------------------------------------------------------------- Total 898 $7,718 $3,627 $4,091 $1,322 $2,769 - ---------------------------------------------------------------------------------------------------------------------- Represents net rental revenue collected for the month divided by the average number of units occupied during the month. Represents total property improvement costs incurred during 1998, consisting of $403,000 in refurbishment expenses and $919,000 in capitalized costs.
- ------------------------------------------------------------------- Report of Management - ------------------------------------------------------------------- The following report provides additional information about the consolidated financial condition of Oxford Residential Properties I Limited Partnership ("ORP" or the "Partnership") as of December 31, 1998, and its consolidated results of operations and cash flows for the three years ended December 31, 1998, 1997 and 1996. This report and analysis should be read together with the consolidated financial statements and related notes thereto and the selected consolidated financial data appearing elsewhere in this Annual Report. Recent Developments On March 1, 1999, the Managing General Partner declared a distribution of $15 per Assignee Unit to its Partners and Assignee Unit Holders of record as of December 31, 1998. The distribution was the same as the last semi-annual distribution but represents a $5 increase over the amount paid for the comparable period last year. On behalf of the Partnership, Oxford Residential Properties I Corporation ("Managing General Partner"), will consider offers made by Assignee Unitholders who wish to sell their Assignee Units at such prices as may be set by the Managing General Partner from time to time. The prices that will be paid will be established by reference to prevailing secondary market prices that will be determined solely by the Managing General Partner. This is neither an offer to purchase nor a solicitation of an offer to sell by the Partnership. During the period from July 1995 through December 31, 1998, ORP purchased, in the aggregate, 1,623 Assignee Units for approximately $573,000. Since December 31, 1998, ORP has purchased an additional 53 Assignee Units. Liquidity and Capital Resources Current Position. At December 31, 1998, ORP held $1,351,000 in cash and cash equivalents and the working capital reserve, compared to $1,503,000 at December 31, 1997. The decrease of $152,000 is primarily attributable to increases in property net operating income offset by: (i) the distributions made on February 27, 1998 and August 28, 1998 to Partners of record as of December 31, 1997 and June 30, 1998 totaling $243,000 and $365,000, respectively, (ii) the purchase of 234 Assignee Units during the year ended December 31, 1998 totaling $112,000, and (iii) the payment of administrative costs for the year ended December 31, 1998 totaling $271,000. Other Assets shown on the accompanying consolidated Balance Sheet decreased by $47,000 to $981,000 at December 31, 1998 from $1,028,000 at December 31, 1997. The decrease in Other Assets is primarily a result of a decrease in escrow deposits offset by increases in Accounts Receivable and Prepaid Expenses. Other Assets include primarily a Liquidity Reserve Subaccount (for debt service), a Recurring Replacement Reserve Subaccount (for property improvements), a Property Insurance Escrow, and a Property Tax Escrow for each of the Operating Partnerships totaling $783,000. These Subaccounts are funded and maintained monthly, as needed, from property income (except security deposits), in accordance with the requirements pursuant to each property's loan agreement and based on expenditures anticipated in the following months. Accounts Receivable and Prepaid Expenses, which are also included in Other Assets, totaled $48,000 and $150,000, respectively, at December 31, 1998. Unamortized deferred costs related to organization and refinancing costs (discussed in prior reports) at December 31, 1998 were $326,000, compared to $424,000 at December 31, 1997. These costs are being amortized over the term of the mortgages. Property Operations. ORP's future liquidity and level of cash distributions are dependent upon the net operating income after debt service, refurbishment expenses, and capitalized improvements generated by ORP's four investment properties and proceeds from any sale or refinancing of those properties. To the extent any individual property does not generate sufficient cash to cover its operating needs, including debt service, deficits would be funded by cash generated from the other investment properties, if any, working capital reserves, if any, or borrowings by ORP. Property improvements in the aggregate amount of $1,322,000 were made for the year ended December 31, 1998, compared to $1,202,000 for the same period in 1997. Of the $1,322,000 of property improvements, $919,000 was capitalized for financial statement purposes for the year ended December 31, 1998, compared to $924,000 of the $1,202,000 of property improvements for the same period in 1997. - ------------------------------------------------------------------- Report of Management - ------------------------------------------------------------------- Other Sources. Since 1994, 40% of the property management fees owed to NHP Management Company ("NHP") have been subordinated to the receipt by the Assignee Unit Holders of certain returns. As of December 31, 1998 and December 31, 1997, deferred property management fees to NHP amounted to $712,000 and $560,000, respectively. Results of Operations The net operating income, before debt service, refurbishment expenses, and capitalized property improvements, reported by each of the four investment properties for the year ended December 31, 1998, as compared to the years ended December 31, 1997 and 1996, is as follows: - -------------------------------------------------------------------
(in thousands) Property 1998 1997 1996 - ------------------------------------------------------------------- Fairlane East, Dearborn, Michigan $1,688 $1,683 $1,590 The Landings, Indianapolis, Indiana 536 498 501 Raven Hill, Burnsville, Minnesota 1,309 1,110 1,045 Shadow Oaks, Tampa, Florida 558 539 487 - ------------------------------------------------------------------- Total Net Operating Income $4,091 $3,830 $3,623 ===================================================================
In the aggregate, the net operating income, before debt service, refurbishment expenses, and capitalized property improvements, reported by the Partnership in 1998 increased by 6.8% compared to 1997. Set forth below is a discussion of the properties which compares their respective operations for the years ended December 31, 1998, 1997 and 1996. 1998 versus 1997 Fairlane East Fairlane East's net operating income for the year ended December 31, 1998 increased by less than 1% from the same period in 1997 due to a 2.4% increase in revenues offset by a 5.8% increase in apartment expenses. The increase in revenues was primarily attributable to the property's ability to change its rent structure, adjusting rents on specific unit types, which resulted in higher gross rental revenue throughout 1998. The increase in apartment expenses is primarily attributable to increases in marketing expenses in response to lower than expected occupancy rates during the first half of 1998, and maintenance expenses associated with higher than expected unit turnover. Average occupancy in 1998 decreased to 95% from 96% in 1997. During 1998, the Partnership expended $348,000 on property improvements, including $218,000 of capitalizable expenditures. The Managing General Partner believes that apartment upgrades will be the focus for 1999 property improvements, including cabinetry replacements, to assist the property in competing in the local marketplace. The Landings The Landings' net operating income for the year ended December 31, 1998 increased by 7.6% from the same period in 1997 due to a 4% increase in revenues and a less than 1% increase in apartment expenses. Total apartment expenses were mostly lower throughout 1998 primarily because of reductions in property taxes. In March 1998, the Partnership received a refund of real estate taxes in the amount of $38,000 due to tax overpayments in prior years. The refund, in turn, reduced the amount of property tax expenses and resulted in a significantly higher overall net operating income for the year ended. Average occupancy in 1998 increased to 95% from 91% in 1997. The increase in occupancy is primarily due to a slight decline in new home purchases which, in turn, led to an increase in overall occupancy levels. During 1998, the Partnership expended $213,000 on property improvements, including $113,000 of capitalizable expenditures. The Managing General Partner anticipates slightly lower spending levels on property improvements in 1999, as compared to the year ended December 31, 1998. - ------------------------------------------------------------------- Report of Management - ------------------------------------------------------------------- Raven Hill Raven Hill's net operating income for the year ended December 31, 1998 increased by 18% from the same period in 1997 due to a 4.2% increase in revenues and a 6.4% decrease in apartment expenses. The increase in revenues is primarily attributable to steady increases in per-unit rents along with lower than forecasted vacancy levels. The decrease in apartment expenses is primarily attributable to: (i) savings in utility costs due to better than average weather conditions, (ii) decreases in maintenance expenses due to payroll savings from having fewer maintenance workers, and (iii) a decrease in property taxes due to lower 1998 property tax assessments. Average occupancy for 1998 and for 1997 was 97%, respectively. The Partnership expended $483,000 for property improvements during 1998, including $372,000 of capitalizable expenditures. The Managing General Partner anticipates higher spending levels on property improvements in 1999, as compared to the year ended December 31, 1998. Shadow Oaks Shadow Oaks' net operating income for the year ended December 31, 1998 increased by 3.5% from the same period in 1997 due to a 3.7% increase in revenues and a 3.8% increase in apartment expenses. The increase in revenue is due to increases in rent levels of certain units coupled with increased traffic caused by the completion of a road widening project near the property. The increase in apartment expenses is attributable to increases in administrative expenses and property taxes. The average occupancy in 1998 increased to 97%, compared to 95% in 1997. During 1998, the Partnership expended $278,000 on property improvements, including $216,000 of capitalizable expenditures. The Managing General Partner anticipates slightly lower spending levels on property improvements in 1999, as compared to the year ended December 31, 1998. 1997 versus 1996 Fairlane East Fairlane East's net operating income for the year ended December 31, 1997 increased by 5.9% from the same period in 1996 due to a 3.3% increase in revenues and a less than 1% decrease in apartment expenses. The increase in revenues was attributed to a stronger economy in the Dearborn, Michigan area due to new commercial development. In the Detroit metropolitan area, population growth and unemployment rates improved during 1997. The competitive services and rental rates, along with impressive curb appeal, were contributing factors to the improvement in occupancy. Average occupancy in 1997 decreased to 96% from 98% in 1996. During 1997, the Partnership expended $328,000 on property improvements, including $248,000 capitalized for accounting purposes. The Landings The Landings'net operating income for the year ended December 31, 1997 decreased by less than 1% from the same period in 1996 due to a 1% increase in revenues and a 2.5% increase in apartment expenses. The increase in apartment expenses was primarily attributable to an increase in maintenance and operating expenses. Average occupancy in 1997 decreased to 91% from 94% in 1996. The Managing General Partner believes that this decrease in occupancy is due to the decline in interest rates during 1997 which, in turn, led to an increase in the purchase of new homes by tenants. During 1997, the Partnership expended $180,000 on property improvements, including $114,000 capitalized for accounting purposes. Raven Hill Raven Hill's net operating income for the year ended December 31, 1997 increased by 6.2% from the same period in 1996 due to a 4.6% increase in revenues and a 3.3% increase in apartment expenses. The increase in apartment expenses was primarily attributable to an increase in property taxes and operating and administrative expenses. Occupancy in 1997 increased to 97% from 93% in 1996. The Partnership expended $506,000 for property improvements during 1997, including $418,000 that was capitalized for accounting purposes. - ------------------------------------------------------------------- Report of Management - ------------------------------------------------------------------- Shadow Oaks Shadow Oaks' net operating income for the year ended December 31, 1997 increased by 10.7% from the same period in 1996 due to a 6.2% increase in revenues and a 2.5% increase in apartment expenses. The average occupancy in 1997 increased by 3 percentage points to 95%, compared to 92% in 1996. The increase in apartment expenses is attributable to an increase in maintenance and operating expenses, offset by decreases in administrative and marketing expenses and property taxes. During 1997, the Partnership expended $188,000 on property improvements, including $144,000 that was capitalized for accounting purposes. 1996 versus 1995 Fairlane East Fairlane East's net operating income for the year ended December 31, 1996 increased by 1.9% from the same period in 1995 due to a 3.1% increase in revenues and a 4.8% increase in apartment expenses. The increase in apartment expenses was primarily attributable to an increase in maintenance, operating, administrative, and marketing expenses. Average occupancy for the year ended December 31, 1996 decreased to 98% from 99% in 1995. During 1996, the Partnership expended $343,000 on property improvements, including $270,000 capitalized for accounting purposes. The Landings The Landings' net operating income for the year ended December 31, 1996 increased by 8.4% from the same period in 1995 due to a 4.1% increase in revenues and less than a 1% increase in apartment expenses. The Indianapolis rental housing market remained strong for most of 1996. By the end of 1996, the outlook of the local economy continued to be generally favorable, although the rental market had begun to show some softness. Average occupancy in 1996 and 1995 was 94%. During 1996, the Partnership expended $133,000 on property improvements, including $87,000 capitalized for accounting purposes. Raven Hill Raven Hill's net operating income for the year ended December 31, 1996 increased by 5.6% from the same period in 1995 due to a 5% increase in revenues and a 4.6% increase in apartment expenses. The increase in apartment expenses was primarily attributable to an increase in maintenance and operating expenses and property taxes, offset by a decrease in administrative expenses. Average occupancy for the year ended December 31, 1996 decreased to 93% from 95% in 1995. The Partnership expended $482,000 for property improvements during 1996, including $338,000 capitalized for accounting purposes. Shadow Oaks Shadow Oaks' net operating income for the year ended December 31, 1996 increased by 8% from the same period in 1995 due to a 5.5% increase in revenues and a 3.6% increase in apartment expenses. The increase in apartment expenses was primarily attributable to an increase in maintenance and operating expenses, offset by a decrease in administrative expenses and property taxes. Average occupancy in 1996 and 1995 was 92%. During 1996, the Partnership expended $88,000 on property improvements, including $45,000 capitalized for accounting purposes. - ------------------------------------------------------------------- Report of Management - ------------------------------------------------------------------- Consolidated Statements of Operations-Other Income and Deductions Other income was $283,000, $330,000, and $312,000, respectively, for the years ended December 31, 1998, 1997 and 1996. The decrease was primarily due to decreases in interest earned on certain escrow accounts. The terms of the mortgage loans require the borrowers to make equal installment payments over the term of the loans. Each payment consists of interest on the unpaid balance of the loans and a reduction of loan principal. The interest paid on these loans decreases each period, while the portion applied to the loan principal increases each period. As a result, interest expense was $1,730,000, $1,758,000, and $1,786,000, respectively, and mortgage principal paid was $385,000, $356,000, and $327,000, respectively, for the years ended December 31, 1998, 1997 and 1996. Depreciation expense for the years ended December 31, 1998, 1997 and 1996 was $1,250,000, $1,171,000, and $1,133,000, respectively. Amortization expense for the years ended December 31, 1998, 1997 and 1996 was $98,000. Depreciation expense increased due to the addition of capitalized property improvements during the years ended December 31, 1998, 1997 and 1996. For the years ended December 31, 1998, 1997 and 1996, of the total property improvements in the aggregate amount of $1,322,000, $1,202,000, and $1,046,000, respectively, $403,000, $278,000, and $306,000, respectively, were classified as refurbishment expenses for financial statement purposes. The remaining balances of $919,000, $924,000, and $740,000, respectively, were capitalized for financial statement purposes. Interest income for the years ended December 31, 1998, 1997 and 1996 was $72,000, $76,000, and $78,000, respectively. The decrease was primarily due to a decrease in cash and cash equivalents during 1998, as compared to 1997 and 1996. ORP's administrative expenses for the years ended December 31, 1998, 1997 and 1996 were $271,000, $199,000, and $184,000, respectively. The increase in administrative expenses for 1998 compared to 1997 is due principally to ORP's securities filings and responses to a tender offer for Assignee Units made during 1998 by unaffiliated entities. In the aggregate, the net income, after debt service, refurbishment expenses, and other deductions, reported by ORP for the year ended December 31, 1998 increased by $12,000, or 3%, from net income of $402,000 at December 31,1997, to a net income of $414,000 for December 31, 1998. The increase is primarily attributed to improvement in property operations. - ------------------------------------------------------------------- Report of Management - ------------------------------------------------------------------- Year 2000 Compliance In accordance with the SEC's interpretive release "Statement of the Commission Regarding Disclosure of Year 2000 Issues and Consequences by Public Companies...," the Managing General Partner of ORP has upgraded and tested the principal systems on which ORP relies and believes that they are Year 2000 compliant as of this date. The Managing General Partner is currently contacting third parties with whom ORP does business to evaluate their exposure to year 2000 issues. In addition, the Managing General Partner is in the process of determining the risks associated with a third party service provider failure and is developing contingency plans. The Managing General Partner believes that such analysis will take until September 30, 1999 to complete. THIS REPORT CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IS SUBJECT TO THE SAFE HARBORS CREATED BY THOSE SECTIONS. THESE FORWARD-LOOKING STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS, AND WILL BE AFFECTED BY A VARIETY OF RISKS AND FACTORS. THESE STATEMENTS ARE SUBJECT TO MANY UNCERTAINTIES AND RISKS, AND SHOULD NOT BE CONSIDERED GUARANTEES OF FINANCIAL PERFORMANCE. READERS SHOULD REVIEW CAREFULLY ORP's FINANCIAL STATEMENTS AND THE NOTES THERETO, AS WELL AS RISK FACTORS DESCRIBED IN THE SEC FILINGS. ORP DISCLAIMS ANY OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO THESE FORWARD- LOOKING STATEMENTS WHICH MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE FILING OF THE FORM 10 K WITH THE SEC OR OTHERWISE TO REVISE OR UPDATE ANY ORAL OR WRITTEN FORWARD-LOOKING STATEMENT THAT MAY BE MADE FROM TIME TO TIME BY OR ON BEHALF OF ORP. - ------------------------------------------------------------------- Report of Independent Accountants - ------------------------------------------------------------------- To the Partners and Assignee Unit Holders of Oxford Residential Properties I Limited Partnership: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, partners' capital and cash flows present fairly, in all material respects, the consolidated financial position of Oxford Residential Properties I Limited Partnership and Subsidiaries as of December 31, 1998 and 1997, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Partnership's Managing General Partner; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ PricewaterhouseCoopers LLP - ------------------------------- PricewaterhouseCoopers LLP Washington, D.C. March 1, 1999 Oxford Residential Properties I Limited Partnership and Subsidiaries - --------------------------------------------------------------------- Consolidated Balance Sheets (in thousands, except Assignee Unit data) - ---------------------------------------------------------------------
December 31, 1998 1997 - --------------------------------------------------------------------- Assets Investment properties, at cost Land $ 3,681 $ 3,681 Buildings and improvements, net of accumulated depreciation of $16,077 and $14,827, respectively 20,411 20,742 - --------------------------------------------------------------------- Total Investment Properties 24,092 24,423 - --------------------------------------------------------------------- Cash and cash equivalents 1,288 1,068 Working capital reserve 63 435 Tenant security deposits 176 163 Deferred costs, net of amortization of $2,591 and $2,493, respectively 326 424 Other assets 981 1,028 - --------------------------------------------------------------------- 2,834 3,118 - --------------------------------------------------------------------- Total Assets $26,926 $27,541 ===================================================================== Liabilities and Partners' Capital Liabilities Mortgage notes payable $20,760 $21,145 Accounts payable and accrued expenses 382 471 Distributions payable 361 243 Other liabilities 712 560 Tenant security deposits 176 163 - --------------------------------------------------------------------- Total Liabilities 22,391 22,582 - --------------------------------------------------------------------- Commitments and contingencies (Notes 10 and 11) Partners' Capital General Partners (1,024) (1,032) Assignor Limited Partner 1 1 Assignee Unit Holders (25,714 Assignee Units issued and 24,091 outstanding for 1998; 24,325 outstanding for 1997) 5,558 5,990 - --------------------------------------------------------------------- Total Partners' Capital 4,535 4,959 - --------------------------------------------------------------------- Total Liabilities and Partners' Capital $26,926 $27,541 ===================================================================== The accompanying notes are an integral part of these consolidated financial statements.
Oxford Residential Properties I Limited Partnership and Subsidiaries - --------------------------------------------------------------------- Consolidated Statements of Operations (in thousands, except Net Income per Assignee Unit and Weighted average number of Assignee Units Outstanding) - ---------------------------------------------------------------------
For the Years Ended December 31, 1998 1997 1996 - --------------------------------------------------------------------- Apartment Revenues Rental income $ 7,435 $ 7,131 $ 6,875 Other income 283 330 312 - --------------------------------------------------------------------- Total Apartment Revenues 7,718 7,461 7,187 - --------------------------------------------------------------------- Apartment Expenses Maintenance 1,199 1,187 1,183 Operating 603 639 633 Administrative 469 441 433 Property management fees 383 373 356 Property taxes 839 875 851 Marketing 134 116 108 - --------------------------------------------------------------------- Total Apartment Expenses 3,627 3,631 3,564 - --------------------------------------------------------------------- Net Operating Income 4,091 3,830 3,623 - --------------------------------------------------------------------- Other Deductions Interest expense 1,727 1,758 1,786 Depreciation and amortization 1,348 1,269 1,231 Refurbishment expenses 403 278 306 Partnership administrative expenses 271 199 184 Interest income (72) (76) (78) - --------------------------------------------------------------------- Total Other Deductions 3,677 3,428 3,429 - --------------------------------------------------------------------- Net Income $ 414 $ 402 $ 194 ===================================================================== Net Income Allocated to Assignee Unit Holders $ 406 $ 394 $ 190 ===================================================================== Net Income per Assignee Unit $ 16.71 $ 16.03 $ 7.63 ===================================================================== Weighted Average Number of Assignee Units Outstanding 24,281 24,582 24,940 ===================================================================== The accompanying notes are an integral part of these consolidated financial statements.
Oxford Residential Properties I Limited Partnership and Subsidiaries - --------------------------------------------------------------------- Consolidated Statement of Partners' Capital (in thousands)
Limited Partners' Interests ------------------- Assignee Assignor For the Years Ended December 31, Unit Limited General 1998, 1997 and 1996 Holders Partner Partners Total - --------------------------------------------------------------------- Balance, January 1, 1996 $6,553 $1 $(1,044) $5,510 - --------------------------------------------------------------------- Net income 190 0 4 194 Distributions to Assignee Unit Holders (372) 0 0 (372) Purchase of Assignee Units (176) 0 0 (176) - --------------------------------------------------------------------- Balance, December 31, 1996 6,195 1 (1,040) 5,156 - --------------------------------------------------------------------- Net income 394 0 8 402 Distributions to Assignee Unit Holders (489) 0 0 (489) Purchase of Assignee Units (110) 0 0 (110) - --------------------------------------------------------------------- Balance, December 31, 1997 5,990 1 (1,032) 4,959 - --------------------------------------------------------------------- Net income 406 0 8 414 Distributions to Assignee Unit Holders (726) 0 0 (726) Purchase of Assignee Units (112) 0 0 (112) - --------------------------------------------------------------------- Balance, December 31, 1998 $5,558 $1 $(1,024) $4,535 ===================================================================== The accompanying notes are an integral part of these consolidated financial statements.
Oxford Residential Properties I Limited Partnership and Subsidiaries - --------------------------------------------------------------------- Consolidated Statements of Cash Flows (in thousands) - ---------------------------------------------------------------------
For the Years Ended December 31, 1998 1997 1996 - --------------------------------------------------------------------- Operating activities Net income $ 414 $ 402 $ 194 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,348 1,269 1,231 Changes in assets and liabilities: Tenant security deposits liability 13 28 14 Tenant security deposits (13) (28) (14) Other assets 47 (55) (58) Accounts payable and accrued expenses (89) (1) (96) Other liabilities 152 149 143 - --------------------------------------------------------------------- Net cash provided by operating activities 1,872 1,764 1,414 - --------------------------------------------------------------------- Investing activities Working capital reserve 372 19 380 Additions to investment properties (919) (924) (740) - --------------------------------------------------------------------- Net cash used in investing activities (547) (905) (360) - --------------------------------------------------------------------- Financing activities Distributions paid (608) (431) (376) Mortgage principal paid (385) (356) (327) Purchase of Assignee Units (112) (110) (176) - --------------------------------------------------------------------- Net cash used in financing activities (1,105) (897) (879) - --------------------------------------------------------------------- Net (decrease) increase in cash and cash equivalents 220 (38) 175 Cash and cash equivalents, beginning of year 1,068 1,106 931 - --------------------------------------------------------------------- Cash and cash equivalents, end of year $1,288 $1,068 $1,106 ===================================================================== The accompanying notes are an integral part of these consolidated financial statements.
- ----------------------------------------------------------------- Notes to Consolidated Financial Statements - ----------------------------------------------------------------- Note 1. Partnership Organization Oxford Residential Properties I Limited Partnership ("ORP" or the "Partnership") was formed under the Maryland Revised Uniform Limited Partnership Act on January 19, 1984, to acquire, own and operate residential properties. The Partnership began operations in September 1984 and will continue until December 31, 2027, unless terminated earlier under the provisions of the Partnership Agreement. The General Partners of the Partnership are Oxford Residential Properties I Corporation and Oxford Fund I Limited Partnership. Oxford Residential Properties I Corporation serves as the Managing General Partner, and Oxford Fund I Limited Partnership serves as Associate General Partner. ORP I Assignor Corporation, the Assignor Limited Partner, has assigned the ownership of its limited partnership interests (including ORP I Assignor Corporation's rights to a percentage of the income, gains, losses, deductions, and distributions of the Partnership) to the purchasers of Assignee Units on the basis of one unit of limited partnership interest for one Assignee Unit. The General Partners and the Assignor Limited Partner are affiliated through common ownership. The Partnership's net profit or loss is allocated to the Assignee Unit Holders and partners in accordance with the Partnership Agreement. The Partnership sold $25,714,000 in Assignee Unit interests in a public offering that concluded in October 1985. There is currently no established public market in which the Assignee Units are traded. During the period from July 1995 through December 31, 1998, ORP purchased, in the aggregate, 1,623 Assignee Units. Effective January 12, 1994, the Partnership completed the refinancing of all debt collateralized by three of its properties, as well as the placement of a new loan collateralized by the fourth property. To use this financing program, the Partnership was required to modify its ownership structure in certain respects. Accordingly, the Partnership transferred its ownership interests in the properties to four new entities: (i) ORP One L.L.C. (Fairlane East), (ii) ORP Two L.L.C. (The Landings), (iii) ORP Three L.L.C. (Raven Hill), and (iv) ORP Four Limited Partnership (Shadow Oaks). In the case of Shadow Oaks, a limited partnership was used because, under applicable Florida law, limited liability companies are taxed as corporations rather than partnerships. The Partnership effectively holds all of the ownership interests of each of these entities. The Partnership holds a direct 99% interest in each new entity, and the remaining 1% interest is held by one of four new corporations: (i) ORP Corporation I; (ii) ORP Corporation II; (iii) ORP Corporation III; and (iv) ORP Corporation IV. The Partnership owns all of the stock of these new corporations. Note 2. Significant Accounting Policies Basis of presentation. The consolidated financial statements include the accounts of the Partnership and its subsidiaries. All significant intercompany balances and transactions have been eliminated. Method of accounting. The Partnership's consolidated financial statements are prepared on the accrual basis, in accordance with generally accepted accounting principles. Investment Properties. Investment properties are carried at cost, net of accumulated depreciation. Investment properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For purposes of evaluating the recoverability, a recoverability test is performed using undiscounted net cash flows of the individual properties. If impairment is indicated, the carrying value of the investment property is adjusted based on the discounted future cash flows. Revenue Recognition. Rental income is recognized as rentals become due. Rental payments received in advance are deferred until earned. All leases between the company and the tenants of the property are operating leases. Depreciation and amortization. For financial reporting purposes, depreciation of buildings and improvements is calculated based upon cost less the estimated salvage value on a straight-line basis over the estimated useful life of the property of 25 years. Personal property is depreciated on a straight-line basis over five years. For income tax reporting purposes, depreciation of buildings, improvements, and personal property is calculated using the accelerated cost recovery methods, as provided in Section 168 of the Internal Revenue Code. - ----------------------------------------------------------------- Notes to Consolidated Financial Statements - ----------------------------------------------------------------- Deferred costs. Deferred costs reflect financing fees, which are amortized on a straight-line basis over the life of the respective loan agreements for both financial and income tax reporting purposes. Use of estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Income taxes. No provision has been made for federal, state, or local income taxes in the financial statements of the Partnership, since the partners and the Assignee Unit Holders are required to report on their individual tax returns their allocable share of income, gains, losses, deductions, and credits of the Partnership. The Partnership's tax return is prepared on the accrual basis. Net income and distributions per Assignee Unit. Net income and distributions per Assignee Unit are based on the weighted average number of units outstanding during the year. For financial reporting purposes, the net income per assignee unit of limited partnership of ORP ("Assignee Unit") has been calculated by dividing the portion of the Partnership's net income allocable to Assignee Unit Holders (98%) by the weighted average of Assignee Units outstanding. In all computations of earnings per Assignee Unit, the weighted average of Assignee Units outstanding during the period constitutes the basis for the net income amounts per Assignee Unit on the Consolidated Statements of Operations. Statements of cash flows. Since the consolidated statements of cash flows are intended to reflect only cash receipts and cash payment activity, the statements do not reflect investing and financing activity that affect recognized assets or liabilities that do not result in cash receipts or cash payments. This noncash activity consists of distributions payable of $361,000, $243,000, and $185,000 at December 31, 1998, 1997 and 1996, respectively. Interest on mortgage loans paid in 1998, 1997 and 1996 was $1,730,000, $1,758,000, and $1,789,000, respectively. Cash and cash equivalents. Cash and cash equivalents consist of all demand deposits and government money market funds stated at cost, which approximates market value, with original maturities of three months or less at the date of purchase. Note 3. Working Capital Reserve Working Capital Reserve. The Partnership established an initial working capital reserve in the amount of $1,286,000 in 1985 from net offering proceeds received in excess of investment properties acquired. Funds in the reserve, which are invested in United States Treasury Bills, are stated at cost, which approximates market value. The Partnership Agreement permits additions to the reserve of such amounts derived from the operations of residential properties as deemed advisable by the Managing General Partner. All funds held in the working capital reserve will be available to fund renovations and repairs, operating deficits, and other contingencies of the residential properties. Funds held in the working capital reserve also can be used to supplement distributions to the Assignee Unit Holders. The balance of the working capital reserve at December 31, 1998 was $63,000. - ------------------------------------------------------------------- Notes to Consolidated Financial Statements - ------------------------------------------------------------------- Note 4. Investment Properties Information regarding the four investment properties is listed below. - -------------------------------------------------------------------
Schedule of Carrying Values (in thousands) - ------------------------------------------------------------------- Date of Purchase Carrying No. of Property Acquisition Price Values Units Fairlane East Dearborn, Michigan 12/23/85 $12,100 $ 8,906 244 The Landings Indianapolis, Indiana 10/31/84 4,050 3,065 150 Raven Hill Burnsville, Minnesota 12/24/86 12,159 7,148 304 Shadow Oaks Tampa, Florida 02/07/85 7,138 4,973 200 ----------------------------- $35,447 $24,092 898 =================================================================== Reconciliation of Real Estate (in thousands) - ------------------------------------------------------------------- For the Years Ended December 31, 1998 1997 1996 - ------------------------------------------------------------------- Balance, beginning of period $39,250 $38,326 $37,586 Capitalized Improvements 919 924 740 ----------------------------- Balance, end of period $40,169 $39,250 $38,326 =================================================================== Reconciliation of Accumulated Depreciation (in thousands) - ------------------------------------------------------------------- For the Years Ended December 31, 1998 1997 1996 Balance, beginning of period $14,827 $13,656 $12,523 Depreciation expense for period 1,250 1,171 1,133 ----------------------------- Balance, end of period $16,077 $14,827 $13,656 ===================================================================
- ------------------------------------------------------------------- Notes to Consolidated Financial Statements - ------------------------------------------------------------------- Note 4. Investment Properties (continued) For the Year Ended December 31, 1998 (in thousands)
Life upon which Depr. in Initial Costs Gross Amount Carried at Latest to Partnership Costs Close of Period Income ------------------ Capitalized ---------------------------- Date Statement Buildings & Subsequent to Buildings & Accum. of Date is Computed Description Encumbrances Land Improvements Acquisition Land Improvements Total Depr. Const. Acq. (Yrs) - ----------------------------------------------------------------------------------------------------------------------------------- Fairlane East Apts. $ 9,539 $1,251 $11,159 $ 2,408 $1,251 $13,566 $14,817 $ 5,911 1973 12/23/85 5-25 Dearborn, Michigan (244 units - garden apartments) The Landings 3,144 552 3,594 1,007 562 4,590 5,152 2,088 1974 10/31/84 5-25 Indianapolis, Indiana (150 units - garden apartments) Raven Hill Apts. 4,804 909 11,603 (549) 909 11,056 11,965 4,816 1971 12/24/86 5-25 Burnsville, Minnesota (304 units - garden apartments) Shadow Oaks Apts. 3,273 962 6,636 638 959 7,276 8,235 3,262 1984 02/07/85 5-25 Tampa, Florida (200 units - garden apartments) -------------------------------------------------------------------------------------- TOTAL $20,760 $3,674 $32,992 $ 3,504 $3,681 $36,488 $40,169 $16,077 ====================================================================================== No material intercompany profits are included in the carrying value of real estate apartment properties. Net of seller guarantee payments. The aggregate cost for federal income tax purposes is $43,275,000. Includes a reduction in carrying value of $2,840,000 recorded in 1991.
- ----------------------------------------------------------------- Notes to Consolidated Financial Statements - ----------------------------------------------------------------- Note 5. Net Profits, Losses and Cash Distributions Cash flow, as defined in the Partnership Agreement, will be distributed within 60 days after June 30 and December 31, 90% to the Assignee Unit Holders and 10% to the General Partners and the Assignor Limited Partner. The Assignee Unit Holders are entitled to a noncumulative, preferred 6% return. To the extent that these preferences are not achieved from current operations, 40% of the property management fees and the General Partners' and the Assignor Limited Partner's 10% share in cash flow will be deferred. Deferred property management fees are to be paid without interest in the next year in which excess cash flow is available after distribution to the Assignee Unit Holders of their preferred 6% return or out of sale or refinancing proceeds. Profits and losses for financial statement and tax purposes arising from Partnership operations are allocated 98% to the Assignee Unit Holders and 2% to the General Partners and the Assignor Limited Partner. All sale or refinancing proceeds, as defined in the Partnership Agreement, will be distributed as follows: (1) to the Assignee Unit Holders to repay their adjusted capital contributions; (2) to the General Partners and Assignor Limited Partner to repay their adjusted capital contributions; (3) to the Assignee Unit Holders until payment of the preferred return on disposition (that is, an amount equal to 10% of the adjusted capital contributions multiplied by the number of calendar years from and including 1986) is achieved; (4) to the General Partners and Assignor Limited Partner in an amount equal to any portion of their cash flow from operations which was previously deferred and not paid in subsequent years; (5) to pay property disposition fees to Oxford National Properties Corporation; and (6) to pay any remaining amount 85% to the Assignee Unit Holders and 15% to the General Partners and Assignor Limited Partner. Sale or refinance proceeds have been defined to be all cash receipts arising from such transaction less expenses of the transaction, the repayment of all related debt, including the mortgage loan, the payments of any previously subordinated property management fees, and the payments to fund reserves. All liquidation proceeds shall be first distributed to each Assignee Unit Holder and Partner, in an amount equal to the positive balance in his capital account and, thereafter, in the amounts and order of priority established above for sale or refinancing proceeds. The profits for tax purposes resulting from the sale of an investment property which does not constitute the sale of substantially all of the Partnership's assets will be allocated among the Assignee Unit Holders, General Partners, and the Assignor Limited Partner in a proportion equal to the distributions received from the proceeds of such sale. Any profits in excess of the cash distribution will be allocated 98% to the Assignee Unit Holders and 2% to the General Partners and the Assignor Limited Partner. A loss from such a sale will be allocated 98% to the Assignee Unit Holders and 2% to the General Partners and Assignor Limited Partner. The profits for tax purposes from the sale or liquidation of all or substantially all of the Partnership's assets will be allocated as follows: (1) the portion of the profits attributable to the excess of the indebtedness of the investment property prior to its sale over the Partnership's adjusted basis in such property will be allocated to each Assignee Unit Holder having a negative capital account balance, to the extent of such negative balance, in the proportion that the negative balance of each Assignee Unit Holder's capital account bears to the aggregate negative balances of all the Assignee Unit Holders; and - ----------------------------------------------------------------- Notes to Consolidated Financial Statements - ----------------------------------------------------------------- (2) the remainder will be allocated among the Partners and Assignee Unit Holders in proportion to the amount of sale or refinancing proceeds which was distributed to them in connection with the sale of the investment property or liquidation of the Partnership. Losses for tax purposes from the sale of all or substantially all of the assets of the Partnership or the liquidation of the Partnership will be allocated as follows: (1) losses equal to the amount by which the capital accounts of the Assignee Unit Holders and Partners exceed the total adjusted capital contributions will be allocated based on the ratio of each Assignee Unit Holder's and Partner's capital account excess balance to the total excess balance; (2) losses will be allocated among the Assignee Unit Holders and Partners with positive capital accounts equal to the ratio of each Assignee Unit Holder's and Partner's positive capital account to the total positive capital accounts; and (3) any remaining losses will be allocated 98% to Assignee Unit Holders and 2% to the General Partners and the Assignor Limited Partner. Note 6. Mortgage Notes Payable Effective January 12, 1994, separate mortgage loans were made to each of the four new ownership entities in the aggregate original principal amount of $22,362,000. These mortgage loans are not cross-collateralized, nor are they cross-defaulted. Each note bears interest at a fixed rate of 8.25% per annum and matures on February 11, 2004. The total monthly principal and interest payment is $176,000. As of December 31, 1998, the total outstanding balance of the four mortgage notes payable was $20,760,000. The properties are in compliance with their respective loan agreements as of December 31, 1998. The individual outstanding mortgage notes payable as of December 31, 1998 and monthly debt service are as follows: - -----------------------------------------------------------------
Property Collateralizing Debt Outstanding Monthly (in thousands) Mortgage Debt Service - ----------------------------------------------------------------- Fairlane East, Dearborn, Michigan $ 9,539 $ 81 The Landings, Indianapolis, Indiana 3,144 26 Raven Hill, Burnsville, Minnesota 4,804 41 Shadow Oaks, Tampa, Florida 3,273 28 - ----------------------------------------------------------------- $20,760 $176 ================================================================= Includes principal and interest.
Principal amortization (in thousands) over the next five years is as follows: Year Amortization ---- ------------ 1999 $419 2000 $455 2001 $493 2002 $536 2003 $582
- ----------------------------------------------------------------- Notes to Consolidated Financial Statements - ----------------------------------------------------------------- The mortgage notes require the establishment and maintenance of escrow subaccounts for each property. These subaccounts are the Basic Carrying Costs Subaccount, the Debt Service Payment Subaccount, the Recurring Replacement Reserve Subaccount, the Operations and Maintenance Expense Subaccount, the Liquidity Reserve Subaccount, and the Curtailment Reserve Subaccount. The Basic Carrying Costs Subaccount and Liquidity Reserve Subaccount were initially funded in full out of loan proceeds for all properties at the mortgage closing. A temporary Engineering/Capital Replacement Reserve Subaccount was also established at closing for all properties, except Shadow Oaks, to pay for necessary capital improvements identified during the lender's due diligence review of the properties. The permanent subaccounts, except the Operations and Maintenance Expense Subaccount and the Curtailment Reserve Subaccount, will hereafter be directly funded and maintained monthly, as needed, from property income (except security deposits), in accordance with formulas established in the loan agreement and based on expenditures required in the following month. The Operations and Maintenance Expense Subaccount and the Curtailment Reserve Subaccount would be established if the borrowers have not provided a written commitment for the refinancing of the existing loans on or before six months prior to the maturity dates of the existing loans. The subaccounts will be funded monthly in the order listed above, except for certain changes that may occur in the year prior to maturity of the respective loans. Excess income from each property is distributed to the applicable borrower after all subaccounts that must be funded at that time have been fully funded in the given month, according to the terms of the Loan Agreement. As of December 31, 1998, the escrow subaccounts total $783,000 and are included in Other Assets in the accompanying Consolidated Balance Sheets. The mortgage notes prohibit secondary financing unless specifically approved by the lender or specified in the loan documents. In addition, the mortgage notes prohibit prepayment before five years and impose a prepayment penalty equal to the greater of 1% or the Yield Maintenance Premium (as defined in the Loan Agreement) for prepayments during the sixth and seventh years. After the seventh year, prepayment is allowed with no prepayment penalty. In general, the loans are nonrecourse. ORP One L.L.C. and ORP Corporation I, ORP Two L.L.C. and ORP Corporation II, ORP Three L.L.C. and ORP Corporation III, and ORP Four Limited Partnership and ORP Corporation IV have guaranteed payment of all clean-up costs if environmental contamination is subsequently discovered on their respective properties. Note 7. Transactions with Affiliates The Partnership has no directors or officers. The Managing General Partner and its affiliates do not receive any direct compensation, but are reimbursed by ORP for any actual direct costs and expenses incurred in connection with the operation of the Partnership. Expense reimbursements are for an affiliate's personnel costs, travel expenses and interest on interim working capital advances for activities directly related to the Partnership which were not covered separately by fees. Total reimbursements to this affiliate for the years ended December 31, 1998, 1997 and 1996 were $116,000, $65,000, and $56,000, respectively, for administrative and accounting related costs. An affiliate of NHP Management Company, the property manager, has a separate services agreement with Oxford Realty Financial Group, Inc. ("ORFG"), an affiliate of the Managing General Partner, pursuant to which ORFG provides certain services to NHP in exchange for service fees in an amount equal to 25.41% of all fees collected by NHP from certain properties, including those owned by the Partnership. An affiliate of ORP and its managing general partner, Oxford Residential Properties I Corporation ("Managing General Partner") owns approximately 20.7% of the outstanding Assignee Units. - ----------------------------------------------------------------- Notes to Consolidated Financial Statements - ----------------------------------------------------------------- Note 8. Other Liabilities Other Liabilities. Under the Property Management Agreements with NHP Management Company, the management fee is equal to 5% of gross collections for all properties; however, 40% of this fee is subordinated until certain distribution preference levels to the Limited Partners or Assignee Unit Holders are achieved. Property management fees of $153,000, $149,000, and $143,000 for the years ended December 31, 1998, 1997 and 1996, respectively, have been deferred and the total amount deferred at December 31, 1998 was $712,000. The Managing General Partner has determined that the property manager is not an affiliate of the Partnership. Note 9. Taxable Loss A reconciliation of the major differences between net income for the consolidated financial statements and net loss for tax purposes is as follows: - -----------------------------------------------------------------
(in thousands, except for Assignee Unit data) December 31, 1998 1997 1996 - ----------------------------------------------------------------- Net income per consolidated financial statements $ 414 $ 402 $ 194 Excess tax depreciation (453) (518) (507) - ----------------------------------------------------------------- Net loss for tax reporting purposes $ (39) $ (116) $ (313) ================================================================= Per Assignee Unit: Net income per consolidated financial statements $ 16.71 $ 16.03 $ 7.63 Excess tax depreciation (18.27) (20.65) (19.92) - ----------------------------------------------------------------- Net loss for tax reporting purposes $ (1.56) $ (4.62) $(12.29) =================================================================
Note 10. Commitments and Contingencies The Partnership, through its subsidiaries, owns real estate and, as such, is subject to various environmental laws of Federal and local governments. Compliance by the Partnership with existing laws has not had a material adverse effect on its financial condition, results of operations, or liquidity, and based on reports from independent third parties, management does not believe it will have such an effect in the future. However, the Partnership cannot predict the impact of new or changed laws or regulations on its current properties. Note 11. Subsequent Events On March 1, 1999, ORP made a semi-annual cash distribution of approximately $361,000 or $15.00 per Assignee Unit to Assignee Unit Holders of record as of December 31, 1998. - ----------------------------------------------------------------- Distribution Information - ----------------------------------------------------------------- The following table sets forth, on a semiannual basis, all distributions declared since inception of the Partnership.
Amount Distributed - ----------------------------------------------------------------- Six months ended Assignee Per Units Assignee Outstanding Unit Investors - ----------------------------------------------------------------- 1998 December 31, 1998 24,091 $ 15.00 $ 361,365 June 30, 1998 24,325 $ 15.00 $ 364,875 - ----------------------------------------------------------------- 1997 December 31, 1997 24,325 $ 10.00 $ 243,250 June 30, 1997 24,657 $ 10.00 $ 246,570 - ----------------------------------------------------------------- 1996 December 31, 1996 24,657 $ 7.50 $ 184,928 June 30, 1996 24,946 $ 7.50 $ 187,095 - ----------------------------------------------------------------- 1995 For the year ended 25,450 $ 12.50 $ 317,465 - ----------------------------------------------------------------- 1994 For the year ended 25,714 $ 10.00 $ 257,140 - ----------------------------------------------------------------- 1993 For the year ended 25,714 $ 10.00 $ 257,140 - ----------------------------------------------------------------- 1992 For the year ended 25,714 $ N/A $ N/A - ----------------------------------------------------------------- 1991 For the year ended 25,714 $ N/A $ N/A - ----------------------------------------------------------------- 1990 For the year ended 25,714 $ 10.00 $ 257,140 - ----------------------------------------------------------------- 1989 For the year ended 25,714 $ 15.00 $ 385,710 - ----------------------------------------------------------------- 1988 For the year ended 25,714 $ 25.00 $ 642,849 - ----------------------------------------------------------------- 1987 For the year ended 25,714 $ 44.72 $1,150,012 - ----------------------------------------------------------------- 1986 For the year ended 25,714 $ 45.76 $1,176,612 - ----------------------------------------------------------------- 1985 December 31, 1985 25,714 $ 12.93 $ 332,381 - ----------------------------------------------------------------- Total $250.91 $6,364,532 ================================================================= Distributions in all cases were paid in the second month following the sixmonth period to which the distribution relates. The aggregate amount distributed to Investors since inception is approximately $6,365,000, or approximately 25%, of their original investment. Assumes Investors were admitted in July 1985.
- -------------------------------------------------------------------- General Partnership Information - -------------------------------------------------------------------- Advisor Merrill Lynch, Hubbard Inc. New York, New York Selling Agent Merrill Lynch, Pierce, Fenner & Smith, Incorporated New York, New York Legal Counsel Shaw, Pittman, Potts & Trowbridge Washington, D.C. Independent Accountants PricewaterhouseCoopers, LLP Washington, D.C. Transfer Agent and Registrar MMS Escrow & Transfer Agency, Inc. P.O. Box 7090 Troy, Michigan 48007-9921 Managing General Partner Oxford Residential Properties I Corporation 7200 Wisconsin Avenue, 11th Floor Bethesda, Maryland 20814 The Annual Report on Form 10-K for theYear Ended December 31, 1998, filed withSecurities and Exchange Commission, is available to Assignee Unit Holders and may be obtained by writing: Investor Services Oxford Residential Properties I Limited Partnership P.O. Box 7090 Troy, Michigan 48007-9921 (248) 614-4550 Instructions for Investors who wish to reregister or transfer ORP Assignee Units Please follow the instructions below if you wish to reregister or transfer ownership of your Oxford Residential Properties I Limited Partnership ("ORP" or the "Partnership") Assignee Units. No transfers or sales can be effected without the consent of the Managing General Partner and the completion of the proper documents. To cover the costs associated with processing transfers, MMS Escrow & Transfer Agency, Inc. ("MMS"), the transfer agent for ORP, charges $25 for each transfer of ORP Assignee Units between related parties, and $50 per seller for each transfer for consideration (sale). The only exception is a transfer to a surviving joint holder of Assignee Units when the other joint holder dies, in which case no fee is charged. MMS charges $150 for the conversion of Assignee Units into a limited partner interest. To transfer ownership of Assignee Units held in a Merrill Lynch account, please have your Merrill Lynch financial consultant contact Merrill Lynch Partnership Operations in New Jersey at (201) 557-1619 to request the necessary transfer documents. Merrill Lynch Partnership Operations will only accept calls from your financial consultant. YOU MUST HAVE THE PROPER TRANSFER DOCUMENTS FROM MERRILL LYNCH TO EFFECT A TRANSFER. Your financial consultant must contact Partnership Operations, as ORP Investor Services does not send out transfer papers for Assignee Units held in a Merrill Lynch account. Investors who no longer hold their Assignee Units in a Merrill Lynch account should contact ORP Investor Services at (248) 614-4550 or P.O. Box 7090, Troy, Michigan 48007-9921, to obtain transfer documents. YOU MUST OBTAIN THE PROPER TRANSFER DOCUMENTS FROM ORP INVESTOR SERVICES TO EFFECT A TRANSFER OF ASSIGNEE UNITS WHICH YOU HOLD PERSONALLY. To redeposit your ORP units into a Merrill Lynch account, please notify ORP Investor Services in writing after the Merrill Lynch account has been opened. ORP Investor Services will then instruct Merrill Lynch to deposit the Assignee Units into the account. Please remember to notify ORP Investor Services in writing at the address below or by calling (248) 614-4550 in the event you change your mailing address or your financial consultant. We can then continue to provide you and your representative with timely information about your investment in Oxford Residential Properties I Limited Partnership. The Annual Report on Form 10-K for the year ended December 31, 1998, filed with the Securities and Exchange Commission, is available to Assignee Unit Holders and may be obtained by writing: Investor Services Oxford Residential Properties I Limited Partnership P.O. Box 7090 Troy, Michigan 48007-9921 (248) 614-4550 EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Consolidated Balance Sheets at December 31, 1998 and the Consolidated Statements of Operations for the year ended December 31, 1998 and is qualified in its entirety by reference to such financial statements. 1,000 12-MOS DEC-31-1998 DEC-31-1998 1,351 0 0 0 0 1,483 40,196 16,077 26,926 1,631 20,760 0 0 0 4,535 26,926 0 7,718 0 3,627 1,950 0 1,727 0 0 0 0 0 0 414 16.71 16.71
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