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, 1997 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) (612) 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, 1997 and December 31, 1996 Statements for the Periods ended March 31, 1997 and 1996: 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, 1997 AND DECEMBER 31, 1996 (Unaudited) ASSETS 1997 1996 CURRENT ASSETS: Cash and Cash Equivalents $ 723,169 $ 645,302 Receivables 24,679 17,284 ----------- ----------- Total Current Assets 747,848 662,586 ----------- ----------- INVESTMENTS IN REAL ESTATE: Land 3,446,635 3,446,635 Buildings and Equipment 6,590,448 6,590,448 Construction Advances 701,662 701,662 Property Acquisition Costs 11,370 20,933 Accumulated Depreciation (2,215,966) (2,148,068) ----------- ----------- 8,534,149 8,611,610 Real Estate Held for Sale 253,747 403,073 ----------- ----------- Net Investments in Real Estate 8,787,896 9,014,683 ----------- ----------- Total Assets $ 9,535,744 $ 9,677,269 =========== =========== LIABILITIES AND PARTNERS' CAPITAL CURRENT LIABILITIES: Payable to AEI Fund Management, Inc. $ 44,065 $ 102,082 Distributions Payable 190,647 190,647 Deferred Income 32,853 22,212 ----------- ----------- Total Current Liabilities 267,565 314,941 ----------- ----------- DEFERRED INCOME - Net of Current Portion 216,428 221,981 PARTNERS' CAPITAL (DEFICIT): General Partners (38,680) (37,794) Limited Partners, $1,000 Unit value; 15,000 Units authorized and issued; 13,995 Units outstanding 9,090,431 9,178,141 ----------- ----------- Total Partners' Capital 9,051,751 9,140,347 ----------- ----------- Total Liabilities and Partners' Capital $ 9,535,744 $ 9,677,269 =========== =========== 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) 1997 1996 INCOME: Rent $ 234,819 $ 285,090 Investment Income 20,472 24,292 ----------- ----------- Total Income 255,291 309,382 ----------- ----------- EXPENSES: Partnership Administration - Affiliates 41,676 64,025 Partnership Administration and Property Management - Unrelated Parties 22,067 43,411 Depreciation 68,022 70,346 ----------- ----------- Total Expenses 131,765 177,782 ----------- ----------- OPERATING INCOME 123,526 131,600 GAIN ON SALE OF REAL ESTATE 0 286,996 ----------- ----------- NET INCOME $ 123,526 $ 418,596 =========== =========== NET INCOME ALLOCATED: General Partners $ 1,235 $ 4,186 Limited Partners 122,291 414,410 ----------- ----------- $ 123,526 $ 418,596 =========== =========== NET INCOME PER LIMITED PARTNERSHIP UNIT (13,995 and 14,108 weighted average Units outstanding in 1997 and 1996, respectively) $ 8.74 $ 29.37 =========== =========== 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) 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 123,526 $ 418,596 Adjustments to Reconcile Net Income To Net Cash Provided by Operating Activities: Depreciation 68,022 70,346 Gain on Sale of Real Estate 0 (286,996) (Increase) Decrease in Receivables (7,395) 3,817 Decrease in Payable to AEI Fund Management, Inc. (58,017) (70,626) Increase in Deferred Income 5,088 4,574 ----------- ----------- Total Adjustments 7,698 (278,885) ----------- ----------- Net Cash Provided By Operating Activities 131,224 139,711 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Investments in Real Estate 9,563 (1,313,603) Proceeds from Sale of Real Estate 149,202 1,054,050 ----------- ----------- Net Cash Provided By (Used For) Investing Activities 158,765 (259,553) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in Distributions Payable 0 299 Distributions to Partners (212,122) (212,121) ----------- ----------- Net Cash Used For Financing Activities (212,122) (211,822) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 77,867 (331,664) CASH AND CASH EQUIVALENTS, beginning of period 645,302 1,873,834 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 723,169 $ 1,542,170 =========== =========== 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, 1995 $ (33,570) $ 9,596,268 $ 9,562,698 14,107.70 Distributions (2,121) (210,000) (212,121) Net Income 4,186 414,410 418,596 ---------- ----------- ----------- ----------- BALANCE, March 31, 1996 $ (31,505) $ 9,800,678 $ 9,769,173 14,107.70 ========== =========== =========== =========== BALANCE, December 31, 1996 $ (37,794) $ 9,178,141 $ 9,140,347 13,994.70 Distributions (2,121) (210,001) (212,122) Net Income 1,235 122,291 123,526 ---------- ----------- ----------- ----------- BALANCE, March 31, 1997 $ (38,680) $ 9,090,431 $ 9,051,751 13,994.70 ========== =========== =========== =========== 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, 1997 (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 of the Partnership. Robert P. Johnson, the President and sole shareholder of AFM, serves as the Individual General Partner of the Partnership. 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 Partnership's offering terminated on November 6, 1987 when the maximum subscription limit of 15,000 Limited Partnership Units ($15,000,000) 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 the operation of the Partnership, 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 the Partnership's 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 the Partnership's 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 Partnership 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 the Partnership's 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 July, 1996, the Partnership entered into an agreement to sell the J.T. McCord's in Mesquite, Texas to an unrelated third party. In September, 1996, the Agreement was terminated by the purchaser. The property was listed for sale or lease until March, 1997 when it was re-leased to Texas Sports City Cafe, Ltd. under a triple net lease agreement with a primary term of 12 years which may be renewed for up to two consecutive five-year periods. The Partnership's share of the annual base rent is $17,500 for the first lease year and $31,500 for the second lease year, with rent increases in each subsequent lease year of either three percent of the prior year's rent or three percent of gross receipts in years two and three and six percent of gross receipts thereafter, to the extent they exceed the base rent. In July 1995, the lessee of the Super 8 Motel in Hot Springs, Arkansas, exercised an option in the Lease Agreement to purchase the property. On March 29, 1996, the sale closed with the Partnership receiving net sale proceeds of $665,692 which resulted in a net gain of $217,323. In the second quarter of 1996, $2,306 of additional sale expenses were recognized which resulted in a total net gain of $215,017. The Partnership recognized $18,534 of this gain in 1995 due to nonrefundable deposits received from the purchaser. At the time of sale, the cost and related accumulated depreciation of the property was $583,653 and $135,284, respectively. In January, 1996, the Cheddar's restaurant in Indianapolis, Indiana was destroyed by a fire. The Partnership reached an agreement with the tenant and insurance company which calls for termination of the Lease, demolition of the building and payment to the Partnership of $407,282 for the building and equipment and $49,688 for lost rent. The property will not be rebuilt and the Partnership listed the land for sale. The Partnership recognized net disposition proceeds of $406,892 which resulted in a net gain of $88,207. At the time of disposition, the cost and related accumulated depreciation was $496,967 and $178,282, respectively. The Partnership's cost of the land is $253,747. During the first three months of 1997 and the year 1996, the Partnership distributed $26,127 and $699,791, respectively, of the net sale proceeds to the Limited and General Partners as part of their regular quarterly distributions and to pay for the redemption of Partnership Units. The distributions represented a return of capital of $1.85 and $49.17 per Limited Partnership Unit, respectively. The majority of the remaining net proceeds will be reinvested in additional properties. In November, 1995, the Partnership entered into an Agreement to purchase an Applebee's restaurant in Victoria, Texas. The property was acquired on March 22, 1996 for $1,335,555. The property is leased to Renaissant Development Corporation under a Lease Agreement with a primary term of 20 years and annual rental payments of approximately $151,000. AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (Continued) (3) Investments in Real Estate - (Continued) In August, 1996, the Partnership entered into an agreement to purchase a Caribou Coffee store in Atlanta, Georgia. The purchase price will be approximately $1,231,000. The property will be leased to Caribou Coffee Company, Inc. under a Lease Agreement with a primary term of 18 years and annual rental payments of approximately $141,500. Through March 31, 1997, the Partnership had advanced $701,662 for the construction of the property and was charging interest on the Note at the rate of 7.0%. The Partnership has incurred net costs of $11,370 related to the acquisition of the property. The costs have been capitalized and will be allocated to land, building and equipment. The Partnership owned a 30.8078% interest in a Sizzler restaurant at the King's Island Theme Park near Cincinnati, Ohio. In January, 1994, the Partnership closed the restaurant and listed it for sale or lease. On January 23, 1997, the Partnership sold its interest in the property to an unrelated third party. The Partnership received net sale proceeds of $149,202, which resulted in a net loss of $216,300, which was recognized as a real estate impairment in the fourth quarter of 1996. Prior to the sale, the Partnership was responsible for the real estate taxes and other costs required to maintain the property. No rent was received in 1997 or 1996 from the property. At December 31, 1996, the property was classified on the balance sheet as Real Estate Held for Sale. (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 restaurants in St. Louis, Missouri and Omaha, Nebraska, and assumed the lease obligations from the original lessee. As part of the agreement, the Partnership amended the Leases to reduce the base rent from the current annual rent of $109,033 to $92,164 for the St. Louis property and $167,699 to $145,081 for the Omaha property. The Partnership could receive additional rent in the future if 10% of gross receipts from the properties exceed the base rent. In consideration for the lease assumption and amendment, the Partnership received a lump sum payment from the original lessee of $299,723. The lump sum payment will be recognized as income over the remainder of the Lease terms which expire January 31, 2008 and November 30, 2007, using the straight line method. As of March 31, 1997 and December 31, 1996, the Partnership has recognized $61,083 and $55,530 of this payment as income. At March 31, 1997, the remaining deferred income of $10,641 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, 1997 and 1996, the Partnership recognized rental income of $234,819 and $285,090, respectively. During the same periods, the Partnership earned investment income of $20,472 and $24,292, respectively. In 1997, rental income decreased as a result of the property sales discussed below. The decrease in rental income was partially offset by rental income received from the Applebee's in Victoria, Texas. In July, 1996, the Partnership entered into an agreement to sell the J.T. McCord's in Mesquite, Texas to an unrelated third party. In September, 1996, the Agreement was terminated by the purchaser. The property was listed for sale or lease until March, 1997 when it was re-leased to Texas Sports City Cafe, Ltd. under a triple net lease agreement with a primary term of 12 years which may be renewed for up to two consecutive five-year periods. The Partnership's share of the annual base rent is $17,500 for the first lease year and $31,500 for the second lease year, with rent increases in each subsequent lease year of either three percent of the prior year's rent or three percent of gross receipts in years two and three and six percent of gross receipts thereafter, to the extent they exceed the base rent. The Partnership owned a 30.8078% interest in a Sizzler restaurant at the King's Island Theme Park near Cincinnati, Ohio. In January, 1994, the Partnership closed the restaurant and listed it for sale or lease. On January 23, 1997, the Partnership sold its interest in the property to an unrelated third party. The Partnership received net sale proceeds of $149,202, which resulted in a net loss of $216,300, which was recognized as a real estate impairment in the fourth quarter of 1996. Prior to the sale, the Partnership was responsible for the real estate taxes and other costs required to maintain the property. No rent was received in 1997 or 1996 from the property. At December 31, 1996, the property was classified on the balance sheet as Real Estate Held for Sale. During the three months ended March 31, 1997 and 1996, the Partnership paid Partnership administration expenses to affiliated parties of $41,676 and $64,025 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 $22,067 and $43,411, 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. The decrease in these expenses in 1997, when compared to 1996, is mainly the result of expenses incurred in 1996 related to the J.T. McCord's properties. As of March 31, 1997, the Partnership's annualized cash distribution rate was 6.5%, 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. It is expected that increases in sales volumes of the tenants, due to inflation and real sales growth, will result in an increase in rental income over the term of the leases. Inflation also may cause the Partnership's real estate to appreciate in value. However, inflation and changing prices may also have an adverse impact on the operating margins of the properties' tenants which could impair their ability to pay rent and subsequently reduce the Partnership's Net Cash Flow available for distributions. ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS Liquidity and Capital Resources During the three months ended March 31, 1997, the Partnership's cash balances increased $77,867 as a result of net proceeds received from the sale of the Sizzler property which were partially offset by distributions made in excess of cash generated from operating activities. Net cash provided by operating activities decreased from $139,711 in 1996 to $131,224 in 1997 mainly as a result of a decrease in rental income in 1997, when compared to 1996, which was partially offset by a decrease in expenses in 1997. The major components of the Partnership's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. For the three months ended March 31, 1997 and 1996, the Partnership generated cash flow from the sale of real estate of $149,202 and $1,054,050, respectively. During 1996, the Partnership expended $1,313,603 to invest in real properties (inclusive of acquisition expenses) as the Partnership reinvested the cash generated from the property sales. In July 1995, the lessee of the Super 8 Motel in Hot Springs, Arkansas, exercised an option in the Lease Agreement to purchase the property. On March 29, 1996, the sale closed with the Partnership receiving net sale proceeds of $665,692 which resulted in a net gain of $217,323. In the second quarter of 1996, $2,306 of additional sale expenses were recognized which resulted in a total net gain of $215,017. The Partnership recognized $18,534 of this gain in 1995 due to nonrefundable deposits received from the purchaser. At the time of sale, the cost and related accumulated depreciation of the property was $583,653 and $135,284, respectively. In January, 1996, the Cheddar's restaurant in Indianapolis, Indiana was destroyed by a fire. The Partnership reached an agreement with the tenant and insurance company which calls for termination of the Lease, demolition of the building and payment to the Partnership of $407,282 for the building and equipment and $49,688 for lost rent. The property will not be rebuilt and the Partnership listed the land for sale. The Partnership recognized net disposition proceeds of $406,892 which resulted in a net gain of $88,207. At the time of disposition, the cost and related accumulated depreciation was $496,967 and $178,282, respectively. The Partnership's cost of the land is $253,747. During the first three months of 1997 and the year 1996, the Partnership distributed $26,127 and $699,791, respectively, of the net sale proceeds to the Limited and General Partners as part of their regular quarterly distributions and to pay for the redemption of Partnership Units. The distributions represented a return of capital of $1.85 and $49.17 per Limited Partnership Unit, respectively. The majority of the remaining net proceeds will be reinvested in additional properties. In November, 1995, the Partnership entered into an agreement to purchase an Applebee's restaurant in Victoria, Texas. The property was acquired on March 22, 1996 for $1,335,555. The property is leased to Renaissant Development Corporation under a Lease Agreement with a primary term of 20 years and annual rental payments of approximately $151,000. ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS (Continued) In August, 1996, the Partnership entered into an agreement to purchase a Caribou Coffee store in Atlanta, Georgia. The purchase price will be approximately $1,231,000. The property will be leased to Caribou Coffee Company, Inc. under a Lease Agreement with a primary term of 18 years and annual rental payments of approximately $141,500. Through March 31, 1997, the Partnership had advanced $701,662 for the construction of the property and was charging interest on the Note at the rate of 7.0%. The Partnership has incurred net costs of $11,370 related to the acquisition of the property. The costs have been capitalized and will be allocated to land, building and equipment. 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. 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 1996, thirteen Limited Partners redeemed a total of 113 Partnership Units for $69,640 in accordance with the Partnership Agreement. The Partnership acquired these Units using Net Cash Flow from operations. In prior years, a total of seventy-seven Limited Partners redeemed 892.3 Partnership Units for $715,655. The redemptions increase the remaining Limited Partners' ownership interest in the Partnership. The continuing rent payments from the properties, together with cash generated from the property sales, should be adequate to fund continuing distributions and meet other Partnership obligations on both a short-term and long-term basis. 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. PART II - OTHER INFORMATION (Continued) ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits - Description 27 Financial Data Schedule for period ended March 31, 1997. b. Reports filed on Form 8-K - During the quarter ended March 31, 1997, the Partnership filed a Form 8-K, dated February 3, 1997, reporting the disposition of a 30.8078% interest in the Sizzler restaurant in Cincinnati, Ohio. 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: May 13, 1997 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)