FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 QUARTERLY OR TRANSITIONAL REPORT (As last amended by 34-32231, eff. 6/3/93.) U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT For the transition period.........to......... Commission file number 0-16209 ANGELES PARTNERS 16 (Exact name of small business issuer as specified in its charter) California 95-4106417 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) ANGELES PARTNERS 16 BALANCE SHEET (Unaudited) (in thousands, except unit data) September 30, 1996 Assets Cash and cash equivalents: Unrestricted $ 542 Restricted--tenant security deposits 58 Accounts receivable 19 Escrow for taxes 261 Restricted escrows 1,232 Other assets 215 Investment properties: Land $ 1,076 Buildings and related personal property 10,652 11,728 Less accumulated depreciation (3,227) 8,501 $10,828 Liabilities and Partners' Deficit Liabilities Accounts payable $ 65 Tenant security deposits 57 Accrued taxes 445 Accrued interest 1,169 Other liabilities 1,009 Notes payable, including $2,887 in default 13,645 Partners' Deficit General partner $ (173) Limited partners (14,033 units issued and outstanding) (5,389) (5,562) $10,828 See Accompanying Notes to Financial Statements b) ANGELES PARTNERS 16 STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues: Rental income $ 507 $ 587 $1,679 $2,432 Other income 68 65 173 158 Total revenues 575 652 1,852 2,590 Expenses: Operating 233 239 628 951 General and administrative 28 37 103 131 Maintenance 63 69 136 219 Depreciation 74 72 221 400 Interest 287 298 903 1,218 Property taxes 107 130 292 662 Bad debt recovery -- -- -- (4) Total expenses 792 845 2,283 3,577 Loss before extraordinary item (217) (193) (431) (987) Extraordinary item - gain on early extinguishment of debt -- -- -- 56 Net loss $ (217) $ (193) $ (431) $ (931) Net loss allocated to general partner (1%) $ (2) $ (2) $ (4) $ (9) Net loss allocated to limited partners (99%) (215) (191) (427) (922) Net loss $ (217) $ (193) $ (431) $ (931) Per limited partnership unit: Loss before extraordinary item $(15.32) $(13.62) $(30.43) $(69.67) Extraordinary item -- -- -- 3.97 Net loss $(15.32) $(13.62) $(30.43) $(65.70) <FN> See Accompanying Notes to Financial Statements c) ANGELES PARTNERS 16 STATEMENT OF CHANGES IN PARTNERS' DEFICIT (Unaudited) (in thousands, except unit data) Limited Partnership General Limited Units Partner Partners Total Original capital contributions 14,050 $ 1 $14,050 $14,051 Partners' deficit at December 31, 1995 14,033 $ (169) $(4,962) $(5,131) Net loss for the nine months ended September 30, 1996 (4) (427) (431) Partners' deficit at September 30, 1996 14,033 $ (173) $(5,389) $(5,562) <FN> See Accompanying Notes to Financial Statements d) ANGELES PARTNERS 16 STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended September 30, 1996 1995 Cash flows from operating activities: Net loss $ (431) $ (931) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 221 400 Amortization of loan costs and leasing commissions 7 27 Extraordinary item - gain on early extinguishment of debt -- (56) Change in accounts: Restricted cash 5 6 Accounts receivable 120 40 Escrows for taxes (30) 44 Other assets 1 (40) Accounts payable 25 13 Tenant security deposit liabilities (6) 6 Accrued taxes 3 109 Accrued interest 398 (888) Other liabilities (201) 120 Net cash provided by (used in) operating activities 112 (1,150) Cash flows from investing activities: Property improvements and replacements (43) (298) Proceeds from sale of investment property -- 9,863 Deposits to restricted escrows (271) (1,390) Withdrawals from restricted escrows 404 192 Net cash provided by investing activities 90 8,367 Cash flows from financing activities: Repayment of notes payable -- (8,140) Payments on notes payable (110) (24) Additions to notes payable 44 -- Net cash used in financing activities (66) (8,164) Net increase (decrease) in cash 136 (947) Cash and cash equivalents at beginning of period 406 1,773 Cash and cash equivalents at end of period $ 542 $ 826 Supplemental disclosure of cash flow information: Cash paid for interest $ 498 $ 2,034 <FN> See Accompanying Notes to Financial Statements e) ANGELES PARTNERS 16 NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE A - GOING CONCERN The financial statements have been prepared assuming that Angeles Partners 16 (the "Partnership") will continue as a going concern. The Partnership has incurred recurring operating losses and continues to suffer from inadequate liquidity. In addition, there are limited identified capital resources available to the Partnership. As a result, the Partnership has not had cash available to perform the substantial rehabilitation necessary at each of the investment properties. The Partnership is in default on approximately $2,887,000 of its indebtedness, plus related accrued interest of approximately $579,000, due to its inability to make interest and principal payments when due. The debt is unsecured debt of the Partnership payable to Angeles Mortgage Investment Trust ("AMIT") (see "Note C" for further discussion). The Partnership is presently paying non-debt related expenses of the properties, is current on its mortgages on its other two investment properties and is negotiating forbearance agreements with AMIT on the debt in default. As a result of the above conditions, there is substantial doubt about the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability or classification of assets or amounts or classification of liabilities that may result from these uncertainties. NOTE B - BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Angeles Realty Corporation II (the "General Partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-KSB for the fiscal year ended December 31, 1995. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES The Partnership has no employees and is dependent on the General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The following payments were made to the General Partner and affiliates during the nine months ended September 30, 1996 and 1995: 1996 1995 (in thousands) Property management fees $ 91 $ 109 Reimbursement for services of affiliates 50 66 The Partnership insures its properties under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the General Partner who receives payment on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the General Partner by virtue of the agent's obligations is not significant. In November 1992, Angeles Acceptance Pool, L.P. ("AAP"), a Delaware limited partnership, was organized to acquire and hold the obligations evidencing the working capital loan previously provided to the Partnership by Angeles Capital Investments, Inc. ("ACII"). Angeles Corporation ("Angeles") is the 99% limited partner of AAP and Angeles Acceptance Directives, Inc. ("AAD"), an affiliate of the General Partner, was, until April 14, 1995, the 1% general partner of AAP. On April 14, 1995, as part of a settlement of claims between affiliates of the General Partner and Angeles, AAD resigned as general partner of AAP and simultaneously received a 1/2% limited partner interest in AAP. An affiliate of Angeles now serves as the general partner of AAP. The AAP working capital loan funded the Partnership's operating deficits in prior years. Total indebtedness, including accrued interest of approximately $551,000, was approximately $2,068,000 at September 30, 1996, with monthly interest only payments at prime plus 2% from available cash flow. Principal is to be paid the earlier of i) the availability of funds, ii) the sale of one or more properties owned by the Partnership, or iii) November 25, 1997. Total interest expense for this loan was $78,000 and $124,000 for the nine months ended September 30, 1996 and 1995, respectively. NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES (CONTINUED) AMIT currently holds two unsecured notes receivable from the Partnership. Total indebtedness of $2,887,000 is in default at September 30, 1996, due to non- payment. Total interest expense on this financing was $395,000 and $331,000 for the nine months ended September 30, 1996 and 1995, respectively. Accrued interest was $579,000 at September 30, 1996. MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns 1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to receive 1.2% of the distributions of net cash distributed by AMIT. These Class B Shares also entitle MAE GP to vote on the same basis as Class A Shares which allows MAE GP to vote approximately 37% of the total shares (unless and until converted to Class A Shares at which time the percentage of the vote controlled represented by the shares held by MAE GP would approximate 1.2% of the vote). Between the date of acquisition of these shares (November 24, 1992) and March 31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted its shares at the 1995 annual meeting in connection with the election of trustees and other matters. MAE GP has not exerted, and continues to decline to exert, any management control over or participate in the management of AMIT. MAE GP may choose to vote these shares as it deems appropriate in the future. In addition, Liquidity Assistance, LLC ("LAC"), an affiliate of the General Partner and an affiliate of Insignia Financial Group, Inc., which provides property management and partnership administration services to the Partnership, currently owns 87,700 Class A Shares of AMIT. These Class A Shares entitle LAC to vote approximately 2% of the total shares. The number of Class A Shares of AMIT owned by LAC increased from 63,200 shares on September 30, 1996, to 87,700 shares as of October 22, 1996. The voting percentage also increased from 1.5% to 2% over the same period. As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT an option to acquire the Class B Shares owned by it. This option can be exercised at the end of 10 years or when all loans made by AMIT to partnerships affiliated with MAE GP as of November 9, 1994, (which is the date of execution of a definitive Settlement Agreement) have been paid in full, but in no event prior to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which occurred April 14, 1995, as payment for the option. Upon exercise of the option, AMIT would remit to MAE GP an additional $94,000. Simultaneously with the execution of the option, MAE GP executed an irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to vote the Class B Shares on all matters except those involving transactions between AMIT and MAE GP affiliated borrowers or the election of any MAE GP affiliate as an officer or trustee of AMIT. On those matters, MAE GP granted to the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to the Class B Shares instructing such trustees to vote said Class B Shares in accordance with the vote of the majority of the Class A Shares voting to be determined without consideration of the votes of "Excess Class A Shares" as defined in Section 6.13 of the Declaration of Trust of AMIT. NOTE D - CONTINGENCIES On June 12, 1995, the Partnership sold the North Prior Industrial Park to an unrelated party. The net proceeds of $10,325,000, were used to pay the first mortgage and related accrued interest; to pay AMIT in partial satisfaction of a recourse second mortgage; and to fund restricted escrows. The holder of the first mortgage forgave $56,000, which the Partnership recognized as an extraordinary gain on extinguishment of debt. The unpaid balance of the note payable to AMIT is now unsecured Partnership debt (see "Note C"). As required by the sales agreement, the Partnership established three escrows as described below: Tenant Improvements Escrow - This escrow was being held pending completion of tenant improvements that were begun prior to the sale. At September 30, 1996, the escrow balance had been expended. All funds were used for the improvement projects and the residual, or $56,000, was used to reduce the debt to AMIT. Environmental Escrow - This escrow was established for costs associated with fuel oil contamination at the property. In January 1993, a local fuel oil distributor pumped fuel oil into a testing well instead of into the storage tank at North Prior Industrial Park. The Partnership notified the necessary authorities and engaged an environmental engineering firm to develop a plan of action to clean up the site. The cost of the clean up, which is not covered by insurance, is estimated to be approximately $900,000 over a five year period. A liability has been recorded to cover the estimated costs to clean-up the site and is included in "Other Liabilities", and the funds have been set aside in an escrow account. At September 30, 1996, the balance remaining in this account was approximately $889,000. The Partnership entered into an agreement with the buyer of the property limiting the Partnership's liability with regard to the clean up of this site to the balance of the escrow account. This agreement will terminate when the Partnership receives a "Site Closure Letter" from the Minnesota Pollution and Control Agency. Upon receipt of this letter, any remaining funds in the escrow account will be used to pay down the AMIT debt discussed above. Attorney Fee Escrow - This escrow is being held for attorney fees relating to the environmental issue described above. At September 30, 1996, the balance in this account is $38,000. All funds are expected to be used for attorney fees; however, any remaining funds will be used to reduce the debt to AMIT. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy of the properties for the nine months ended September 30, 1996 and 1995: Average Occupancy Property 1996 1995 Whispering Pines Apartments Fitchburg, Wisconsin 86% 93% Silver Ridge Apartments Maplewood, Minnesota 97% 95% Occupancy at Whispering Pines has decreased due to home purchases by existing tenants and construction around the property which has decreased traffic to the property. The Partnership realized a net loss of approximately $431,000 for the nine months ended September 30, 1996, versus a net loss of approximately $931,000 for the nine months ended September 30, 1995. The Partnership realized net losses of approximately $217,000 and $193,000 for the three months ended September 30, 1996 and 1995, respectively. The decrease in net loss for the three and nine months ended September 30, 1996, as compared to the three and nine months ended September 30, 1995, is primarily due to the sale of North Prior Industrial Park on June 12, 1995. Rental income decreased for the three and nine months ended September 30, 1996, as compared to the three and nine months ended September 30, 1995, due to the sale of North Prior Industrial Park on June 12, 1995. Also contributing to the decrease in rental income was the decrease in occupancy at Whispering Pines Apartments, which was partially offset by an increase in occupancy at Silver Ridge Apartments. Other income increased due to an increase in interest income resulting from interest earned on the escrows held for North Prior. For the three and nine months ended September 30, 1996, versus the three and nine months ended September 30, 1995, operating, maintenance, depreciation, and property tax expenses decreased due to the sale of North Prior Industrial Park on June 12, 1995. Interest expense also decreased due to the sale of North Prior Industrial Park, however, this decrease was partially offset by an increase in interest expense relating to the assessment of default interest on the North Prior AMIT debt. Also contributing to the decrease in property tax expense was a decrease in the tax rate for Silver Ridge Apartments. General and administrative expense decreased due to a decrease in cost reimbursements for partnership accounting, investor relations and asset management services. The Partnership sold the investment property, North Prior Industrial Park, on June 12, 1995, for $10,450,000 to an unrelated third party. The net proceeds were used to pay the first mortgage and related accrued interest. Accrued interest of approximately $56,000 related to the first mortgage was forgiven resulting in an extraordinary gain on debt forgiveness for the nine months ended September 30, 1995. A gain on sale of investment property of approximately $611,000 was recorded for the sale during the nine months ended September 30, 1995. As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the General Partner will be able to sustain such a plan. At September 30, 1996, the Partnership had unrestricted cash of approximately $542,000 versus approximately $826,000 at September 30, 1995. Net cash provided by operating activities increased primarily due to the decreased net loss as a result of the sale of North Prior Industrial Park. In addition, there was significant payment of accrued interest in 1995 from the sale of North Prior Industrial Park. Net cash provided by investing activities decreased primarily due to the sales proceeds received in 1995 from the sale of North Prior Industrial Park. In addition, net cash used in financing activities decreased due to the repayment of the notes payable at the closing of the sale of North Prior Industrial Park. The financial statements have been prepared assuming the Partnership will continue as a going concern. The Partnership has incurred recurring operating losses and continues to suffer from inadequate liquidity. In addition, there are limited identified capital resources available to the Partnership. As a result, the Partnership has not had cash available to perform the substantial rehabilitation necessary at each of the investment properties. The Partnership is in default on approximately $2,887,000 of its indebtedness due to its inability to make interest and principal payments when due. The debt is unsecured debt of the Partnership payable to AMIT. The Partnership is presently paying non-debt related expenses of the properties, is current on its mortgages secured by its two remaining investment properties and is negotiating forbearance agreements with AMIT on the debt in default. As a result of the above conditions, there is substantial doubt about the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability or classification of assets or amounts or classification of liabilities that may result from these uncertainties. The Partnership has no material capital programs scheduled to be performed in 1996, although certain routine capital expenditures and maintenance expenses have been budgeted. These capital expenditures and maintenance expenses will be incurred only if cash is available from operations or is received from the capital reserve account. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Partnership. The mortgage indebtedness of approximately $13,645,000 consists of; (1) a first mortgage of $4,341,000, which is being amortized over 30 years and is due January 1997; (2) a second trust deed and a working capital loan with principal balances of approximately $375,000 and $1,517,000, respectively, (interest only) with maturity dates in November and December 1997; (3) and a first mortgage bond payable in the principal amount of approximately $4,525,000 (interest only) due July 2023. The Partnership also has unsecured debt to AMIT in the amount of approximately $859,000 and $2,028,000 (interest only) with maturity dates of June 1997 and June 1996, respectively, which is in default. Future cash distributions will depend on the levels of net cash generated from operations, refinancing and property sales. There were no cash distributions in the nine months ended September 30, 1996 or September 30 1995. At this time, the General Partner does not anticipate making a cash distribution during fiscal 1996. The General Partner is currently negotiating a refinance of the mortgage secured by Whispering Pines Apartments prior to its maturity in January 1997. The outcome of such negotiations cannot presently be determined. During the third quarter 1996, AMIT filed a complaint against the Partnership, in the State of Minnesota, demanding payment on the $2,028,000 obligation plus accrued interest. At September 30, 1996, accrued interest on this debt payable to AMIT totaled approximately $210,000. The debt was in default previously due to non-payment of interest and now is in default due to maturity. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In January 1993, a local fuel oil distributor pumped fuel oil into a testing well instead of into the storage tank at North Prior Industrial Park. The Partnership notified the necessary authorities and engaged an environmental engineering firm to develop a plan of action to clean up the site. The cost of the clean up, which is not covered by insurance, is estimated to be approximately $900,000 over a five year period. A liability has been recorded to cover the estimated costs to clean up the site and the funds have been set aside in an escrow account. The Partnership entered into an Environmental Undertaking and Indemnity Agreement with the buyer of the property limiting the Partnership's liability with regard to the clean up of this site to the balance of the escrow account. This agreement will terminate when the Partnership receives a "Site Closure Letter" from the Minnesota Pollution and Control Agency. Upon receipt of this letter, any remaining funds in the escrow account will be used to pay down Partnership debt to AMIT. In January 1995, the holder of the first mortgage, along with the former receiver, initiated two separate lawsuits against the Partnership, among others, for damages sustained as a result of the above. In June 1995, the suit with the former holder of the first mortgage was dismissed. During November 1995, the Partnership was removed as the defendant and became the Plaintiff in the lawsuit initiated by the former receiver in a suit filed against the fuel distributor, among others. The former receiver was removed as Plaintiff in the suit due to it no longer being a party- in-interest. During the third quarter 1996, AMIT filed a complaint against the Partnership, in the State of Minnesota, demanding payment on the $2,028,000 obligation plus accrued interest. At September 30, 1996, accrued interest on this debt payable to AMIT totaled approximately $210,000. The debt was in default previously due to non-payment of interest and now is in default due to maturity. The Partnership is unaware of any other pending or outstanding litigation that is not of a routine nature. The General Partner of the Partnership believes that all such pending or outstanding litigation will be resolved without a material adverse effect upon the business, financial condition, or operations of the Partnership. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: None filed during the quarter ended September 30, 1996. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANGELES PARTNERS 16 By: Angeles Realty Corporation II General Partner By: /s/Carroll D. Vinson Carroll D. Vinson President By: /s/Robert D. Long Robert D. Long Vice President/CAO Date: November 12, 1996