UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Quarter Ended: March 31, 2002 Commission file number: 0-16555 AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP (Exact Name of Small Business Issuer as Specified in its Charter) State of Minnesota 41-1571166 (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1300 Minnesota World Trade Center, St. Paul, Minnesota 55101 (Address of Principal Executive Offices) (651) 227-7333 (Issuer's telephone number) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) 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 Transitional Small Business Disclosure Format: Yes No [X] AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP INDEX PART I.Financial Information Item 1. Balance Sheet as of March 31, 2002 and December 31, 2001 Statements for the Periods ended March 31, 2002 and 2001: Income Cash Flows Changes in Partners' Capital Notes to Financial Statements Item 2. Management's Discussion and Analysis PART II.Other Information Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP BALANCE SHEET MARCH 31, 2002 AND DECEMBER 31, 2001 (Unaudited) ASSETS 2002 2001 CURRENT ASSETS: Cash and Cash Equivalents $ 1,012,907 $ 1,102,307 Receivables 13,827 30,543 ----------- ----------- Total Current Assets 1,026,734 1,132,850 ----------- ----------- INVESTMENTS IN REAL ESTATE: Land 1,445,510 1,825,154 Buildings and Equipment 3,359,019 3,961,868 Accumulated Depreciation (1,902,406) (2,079,895) ----------- ----------- 2,902,123 3,707,127 Real Estate Held for Sale 670,000 0 ----------- ----------- Net Investments in Real Estate 3,572,123 3,707,127 ----------- ----------- Total Assets $ 4,598,857 $ 4,839,977 =========== =========== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Payable to AEI Fund Management, Inc. $ 45,540 $ 79,957 Distributions Payable 127,335 127,335 Deferred Income 13,711 29,743 ----------- ----------- Total Current Liabilities 186,586 237,035 ----------- ----------- DEFERRED INCOME - Net of Current Portion 55,484 58,457 PARTNERS' CAPITAL (DEFICIT): General Partners (44,729) (42,383) Limited Partners, $1,000 Unit value; 15,000 Units authorized and issued; 13,265 Units outstanding 4,401,516 4,586,868 ----------- ----------- Total Partners' Capital 4,356,787 4,544,485 ----------- ----------- Total Liabilities and Partners' Capital $ 4,598,857 $ 4,839,977 =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP STATEMENT OF INCOME FOR THE PERIODS ENDED MARCH 31 (Unaudited) 2002 2001 INCOME: Rent $ 105,984 $ 116,097 Investment Income 3,578 34,905 ----------- ----------- Total Income 109,562 151,002 ----------- ----------- EXPENSES: Partnership Administration - Affiliates 56,594 51,249 Partnership Administration and Property Management - Unrelated Parties 24,158 25,021 Depreciation 28,259 28,259 Real Estate Impairment 106,745 0 ----------- ----------- Total Expenses 215,756 104,529 ----------- ----------- OPERATING INCOME (LOSS) (106,194) 46,473 GAIN ON SALE OF REAL ESTATE 59,273 0 ----------- ----------- NET INCOME (LOSS) $ (46,921) $ 46,473 =========== =========== NET INCOME (LOSS) ALLOCATED: General Partners $ (938) $ 465 Limited Partners (45,983) 46,008 ----------- ----------- $ (46,921) $ 46,473 =========== =========== NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT (13,265 and 13,371 weighted average Units outstanding in 2002 and 2001, respectively) $ (3.47) $ 3.44 =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED MARCH 31 (Unaudited) 2002 2001 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ (46,921) $ 46,473 Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities: Depreciation 28,259 28,259 Real Estate Impairment 106,745 0 Gain on Sale of Real Estate (59,273) 0 Decrease in Receivables 16,716 10,525 Decrease in Payable to AEI Fund Management, Inc. (34,417) (28,744) Increase (Decrease) in Deferred Income (19,005) 18,168 ----------- ----------- Total Adjustments 39,025 28,208 ----------- ----------- Net Cash Provided By (Used For) Operating Activities (7,896) 74,681 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from Sale of Real Estate 59,273 0 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions to Partners (140,777) (253,340) ----------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (89,400) (178,659) CASH AND CASH EQUIVALENTS, beginning of period 1,102,307 2,839,759 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 1,012,907 $ 2,661,100 =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' CAPITAL FOR THE PERIODS ENDED MARCH 31 (Unaudited) Limited Partnership General Limited Units Partners Partners Total Outstanding BALANCE, December 31, 2000 $ (66,498) $ 6,336,484 $ 6,269,986 13,370.65 Distributions (2,533) (250,807) (253,340) Net Income 465 46,008 46,473 --------- ----------- ----------- ----------- BALANCE, March 31, 2001 $ (68,566) $ 6,131,685 $ 6,063,119 13,370.65 ========= =========== =========== =========== BALANCE, December 31, 2001 $ (42,383) $ 4,586,868 $ 4,544,485 13,264.85 Distributions (1,408) (139,369) (140,777) Net Loss (938) (45,983) (46,921) --------- ----------- ----------- ----------- BALANCE, March 31, 2002 $ (44,729) $ 4,401,516 $ 4,356,787 13,264.85 ========= =========== =========== =========== The accompanying Notes to Financial Statements are an integral part of this statement. AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS MARCH 31, 2002 (Unaudited) (1) The condensed statements included herein have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited statements. The adjustments made to these condensed statements consist only of normal recurring adjustments. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the Partnership's latest annual report on Form 10-KSB. (2) Organization - AEI Real Estate Fund XVI Limited Partnership (Partnership) was formed to acquire and lease commercial properties to operating tenants. The Partnership's operations are managed by AEI Fund Management XVI, Inc. (AFM), the Managing General Partner. Robert P. Johnson, the President and sole shareholder of AFM, serves as the Individual General Partner and an affiliate of AFM, AEI Fund Management, Inc. (AEI), performs the administrative and operating functions for the Partnership. The terms of the Partnership offering call for a subscription price of $1,000 per Limited Partnership Unit, payable on acceptance of the offer. The Partnership commenced operations on February 6, 1987 when minimum subscriptions of 2,000 Limited Partnership Units ($2,000,000) were accepted. The offering terminated on November 6, 1987 when the maximum subscription limit of 15,000 Limited Partnership Units was reached. Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $15,000,000 and $1,000, respectively. During operations, any Net Cash Flow, as defined, which the General Partners determine to distribute will be distributed 90% to the Limited Partners and 10% to the General Partners; provided, however, that such distributions to the General Partners will be subordinated to the Limited Partners first receiving an annual, noncumulative distribution of Net Cash Flow equal to 10% of their Adjusted Capital Contribution, as defined, and, provided further, that in no event will the General Partners receive less than 1% of such Net Cash Flow per annum. Distributions to Limited Partners will be made pro rata by Units. AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (Continued) (2) Organization - (Continued) Any Net Proceeds of Sale, as defined, from the sale or financing of properties which the General Partners determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 6% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed from Net Cash Flow; (ii) next, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to 14% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed; (iii) next, to the General Partners until cumulative distributions to the General Partners under Items (ii) and (iii) equal 15% of cumulative distributions to all Partners under Items (ii) and (iii). Any remaining balance will be distributed 85% to the Limited Partners and 15% to the General Partners. Distributions to the Limited Partners will be made pro rata by Units. For tax purposes, profits from operations, other than profits attributable to the sale, exchange, financing, refinancing or other disposition of property, will be allocated first in the same ratio in which, and to the extent, Net Cash Flow is distributed to the Partners for such year. Any additional profits will be allocated 90% to the Limited Partners and 10% to the General Partners. In the event no Net Cash Flow is distributed to the Limited Partners, 90% of each item of income, gain or credit for each respective year shall be allocated to the Limited Partners, and 10% of each such item shall be allocated to the General Partners. Net losses from operations will be allocated 98% to the Limited Partners and 2% to the General Partners. For tax purposes, profits arising from the sale, financing, or other disposition of property will be allocated in accordance with the Partnership Agreement as follows: (i) first, to those Partners with deficit balances in their capital accounts in an amount equal to the sum of such deficit balances; (ii) second, 99% to the Limited Partners and 1% to the General Partners until the aggregate balance in the Limited Partners' capital accounts equals the sum of the Limited Partners' Adjusted Capital Contributions plus an amount equal to 14% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously allocated; (iii) third, to the General Partners until cumulative allocations to the General Partners equal 15% of cumulative allocations. Any remaining balance will be allocated 85% to the Limited Partners and 15% to the General Partners. Losses will be allocated 98% to the Limited Partners and 2% to the General Partners. The General Partners are not required to currently fund a deficit capital balance. Upon liquidation of the Partnership or withdrawal by a General Partner, the General Partners will contribute to the Partnership an amount equal to the lesser of the deficit balances in their capital accounts or 1% of total Limited Partners' and General Partners' capital contributions. AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (Continued) (3) Investments in Real Estate - In November, 2000, the Partnership sold 9,576 square feet of land from the Fuddruckers' property in Omaha, Nebraska, pursuant to a Right-Of-Way Agreement with the City of Omaha Public Works. The Partnership received net proceeds of $216,593, which resulted in a gain of $168,838. The original cost of the parcel of land was $47,755. The Partnership believed the City of Omaha undervalued the land and negotiated to receive additional proceeds. In March 2002, the City of Omaha approved a settlement and paid the Partnership additional gross proceeds of $69,795, which resulted in a net gain of $59,273. Due to the redevelopment of the roads adjacent to the Fuddruckers' property and proceeds received from the city of Omaha for easements during such redevelopment, the Partnership agreed to a temporary modification of rent payments through March 31, 2002. For the three months ended March 31, 2002 and the year ended December 31, 2001, the modification resulted in a reduction of base rent of $6,410 and $43,002, respectively. Due to the permanent changes to the property and the proceeds received from the city of Omaha, the Partnership may consider a long-term modification of the Lease. During the three months ended March 31, 2002 and 2001, the Partnership distributed $114,940 and $181,581 of net sale proceeds to the Limited and General Partners, which represented a return of capital of $8.58 and $13.44 per Limited Partnership Unit, respectively. The remainder of the sale proceeds will be distributed in future periods. In August, 2000, Renaissant Development Corp. (RDC), the lessee of the Applebee's restaurant in Victoria, Texas filed for reorganization. RDC closed the restaurant, rejected the Lease and returned possession of the property to the Partnership. As a result, the Partnership did not collect scheduled rent of $40,800 for the first three months of 2002 and 2001. These amounts were not accrued for financial reporting purposes. The Partnership has listed the property for sale or lease. While the property is vacant, the Partnership is responsible for real estate taxes and other costs required to maintain the property. As of December 31, 2000, based on an analysis of market conditions in the area, it was determined the fair value of the Victoria property was approximately $800,000. In the fourth quarter of 2000, a charge to operations for real estate impairment of $353,062 was recognized, which is the difference between the book value at December 31, 2000 of $1,153,062 and the estimated fair value of $800,000. The charge was recorded against the cost of the building and equipment. In April, 2002, the Partnership received an offer to buy the restaurant for $725,000 from an unrelated third party. In the first quarter of 2002, a charge to operations for real estate impairment of $106,745 was recognized, which was the difference between the book value at March 31, 2002 of $776,745 and the estimated net sales proceeds of $670,000. The charge was recorded against the cost of the land and building. At March 31, 2002, the land and building were classified as Real Estate Held for Sale. AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (Continued) (4) Payable to AEI Fund Management - AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership. The payable to AEI Fund Management represents the balance due for those services. This balance is non-interest bearing and unsecured and is to be paid in the normal course of business. (5) Deferred Income - In June, 1994, Fuddruckers, Inc., the restaurant concept's franchisor, acquired the operations of the Fuddruckers restaurant in Omaha, Nebraska and assumed the lease obligations from the original lessee. As part of the agreement, the Partnership amended the Lease to reduce the base rent from $167,699 to $145,081. The Partnership could receive additional rent in the future if 10% of gross receipts from the property exceed the base rent. In consideration for the lease assumption and amendment, the Partnership received a lump sum payment from the original lessee of $159,539. The lump sum payment will be recognized as income over the remainder of the Lease term, which expires on November 30, 2007, using the straight line method. As of March 31, 2002 and December 31, 2001, the Partnership had recognized $92,163 and $89,190 of the payment as income. At March 31, 2002, the remaining deferred income of $1,819 was prepaid rent related to certain other Partnership properties. ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS Results of Operations For the three months ended March 31, 2002 and 2001, the Partnership recognized rental income of $105,984 and $116,097, respectively. During the same periods, the Partnership earned investment income of $3,578 and $34,905, respectively. In 2002, investment income decreased due to lower money market interest rates and the Partnership had less money invested due to a large distribution of sales proceeds in June, 2001. In August, 2000, Renaissant Development Corp. (RDC), the lessee of the Applebee's restaurant in Victoria, Texas filed for reorganization. RDC closed the restaurant, rejected the Lease and returned possession of the property to the Partnership. As a result, the Partnership did not collect scheduled rent of $40,800 for the first three months of 2002 and 2001. These amounts were not accrued for financial reporting purposes. The Partnership has listed the property for sale or lease. While the property is vacant, the Partnership is responsible for real estate taxes and other costs required to maintain the property. As of December 31, 2000, based on an analysis of market conditions in the area, it was determined the fair value of the Victoria property was approximately $800,000. In the fourth quarter of 2000, a charge to operations for real estate impairment of $353,062 was recognized, which is the difference between the book value at December 31, 2000 of $1,153,062 and the estimated fair value of $800,000. The charge was recorded against the cost of the building and equipment. ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) In April, 2002, the Partnership received an offer to buy the restaurant for $725,000 from an unrelated third party. In the first quarter of 2002, a charge to operations for real estate impairment of $106,745 was recognized, which was the difference between the book value at March 31, 2002 of $776,745 and the estimated net sales proceeds of $670,000. The charge was recorded against the cost of the land and building. At March 31, 2002, the land and building were classified as Real Estate Held for Sale. During the three months ended March 31, 2002 and 2001, the Partnership paid Partnership administration expenses to affiliated parties of $56,594 and $51,249, respectively. These administration expenses include costs associated with the management of the properties, processing distributions, reporting requirements and correspondence to the Limited Partners. During the same periods, the Partnership incurred Partnership administration and property management expenses from unrelated parties of $24,158 and $25,021, respectively. These expenses represent direct payments to third parties for legal and filing fees, direct administrative costs, outside audit and accounting costs, taxes, insurance and other property costs. As of March 31, 2002, the Partnership's annualized cash distribution rate was 6.0%, based on the Adjusted Capital Contribution. Distributions of Net Cash Flow to the General Partners were subordinated to the Limited Partners as required in the Partnership Agreement. As a result, 99% of distributions were allocated to Limited Partners and 1% to the General Partners. Inflation has had a minimal effect on income from operations. Leases may contain rent increases, based on the increase in the Consumer Price Index over a specified period, which will result in an increase in rental income over the term of the leases. In addition, leases may contain rent clauses which entitle the Partnership to receive additional rent in future years if gross receipts for the property exceed certain specified amounts. Increases in sales volumes of the tenants, due to inflation and real sales growth, may result in an increase in rental income over the term of the leases. Inflation also may cause the real estate to appreciate in value. However, inflation and changing prices may have an adverse impact on the operating margins of the properties' tenants, which could impair their ability to pay rent and subsequently reduce the Net Cash Flow available for distributions. Liquidity and Capital Resources During the three months ended March 31, 2002, the Partnership's cash balances decreased $89,400 as a result of distributions made in excess of cash generated from operating activities which were partially offset by cash generated from the sale of property. Net Cash provided by operating activities decreased from $74,681 in 2001 to $(7,896) in 2002 as a result of a decrease in income and an increase in Partnership administration expenses in 2002. In the first three months of 2002, net cash provided by investing activities was $59,273 which represented cash flow generated from the sale of real estate. In November, 2000, the Partnership sold 9,576 square feet of land from the Fuddruckers' property in Omaha, Nebraska, pursuant to a Right-Of-Way Agreement with the City of Omaha Public Works. The Partnership received net proceeds of $216,593, which resulted in a gain of $168,838. The original cost of the parcel of land was $47,755. The Partnership believed the City of Omaha undervalued the land and negotiated to receive additional proceeds. In March 2002, the City of Omaha approved a settlement and paid the Partnership additional gross proceeds of $69,795, which resulted in a net gain of $59,273. ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) Due to the redevelopment of the roads adjacent to the Fuddruckers' property and proceeds received from the city of Omaha for easements during such redevelopment, the Partnership agreed to a temporary modification of rent payments through March 31, 2002. For the three months ended March 31, 2002 and the year ended December 31, 2001, the modification resulted in a reduction of base rent of $6,410 and $43,002, respectively. Due to the permanent changes to the property and the proceeds received from the city of Omaha, the Partnership may consider a long-term modification of the Lease. During the three months ended March 31, 2002 and 2001, the Partnership distributed $114,940 and $181,581 of net sale proceeds to the Limited and General Partners, which represented a return of capital of $8.58 and $13.44 per Limited Partnership Unit, respectively. The remainder of the sale proceeds will be distributed in future periods. The Partnership's primary use of cash flow is distribution and redemption payments to Partners. The Partnership declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Partnership attempts to maintain a stable distribution rate from quarter to quarter. Redemption payments are paid to redeeming Partners in the fourth quarter of each year. In 2002, distributions were lower, when compared to 2001, mainly because more sales proceeds were distributed in 2001. The Partnership may acquire Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership is not obligated to purchase in any year more than 5% of the number of Units outstanding at the beginning of the year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership. During 2001, nine Limited Partners redeemed a total of 105.80 Partnership Units for $26,612 in accordance with the Partnership Agreement. The Partnership acquired these Units using Net Cash Flow from operations. In prior years, a total of 165 Limited Partners redeemed 1,629.35 Partnership Units for $1,088,794. The redemptions increase the remaining Limited Partners' ownership interest in the Partnership. The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Partnership obligations on both a short-term and long-term basis. ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 The foregoing Management's Discussion and Analysis contains various "forward looking statements" within the meaning of federal securities laws which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, taxation levels, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters. These, and other forward looking statements made by the Partnership, must be evaluated in the context of a number of factors that may affect the Partnership's financial condition and results of operations, including the following: Market and economic conditions which affect the value of the properties the Partnership owns and the cash from rental income such properties generate; the federal income tax consequences of rental income, deductions, gain on sales and other items and the affects of these consequences for investors; resolution by the General Partners of conflicts with which they may be confronted; the success of the General Partners of locating properties with favorable risk return characteristics; the effect of tenant defaults; and the condition of the industries in which the tenants of properties owned by the Partnership operate. PART II - OTHER INFORMATION ITEM 1.LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Partnership is a party or of which the Partnership's property is subject. ITEM 2.CHANGES IN SECURITIES None. ITEM 3.DEFAULTS UPON SENIOR SECURITIES None. ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5.OTHER INFORMATION None. PART II - OTHER INFORMATION (Continued) ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits - Description 10.1 Purchase Agreement dated April 11, 2002 between the Partnership and Ford Tex Investments, Inc. relating to the property at 6409 North Navarro Road, Victoria, Texas. b. Reports filed on Form 8-K - None. SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April 30, 2002 AEI Real Estate Fund XVI Limited Partnership By: AEI Fund Management XVI, Inc. Its: Managing General Partner By: /s/ Robert P. Johnson Robert P. Johnson President (Principal Executive Officer) By: /s/ Mark E. Larson Mark E. Larson Chief Financial Officer (Principal Accounting Officer)