SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1996 Commission file number 0-16516
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
(Exact Name of registrant as specified in its charter)
Illinois 36-3437938
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
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
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . 11
PART II OTHER INFORMATION
Item 3. Defaults Upon Senior Securities. . . . . . . . . . 12
Item 5. Other Information. . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 13
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XVI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 14,182,654 13,734,366
Interest, rents and other receivables, net of allowances for
doubtful accounts of approximately $742,000 and $619,000 at
March 31, 1996 and December 31, 1995, respectively . . . . . . . . . 612,687 629,945
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 119,338 178,944
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 14,914,679 14,543,255
------------ ------------
Investment properties, at cost:
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . . 60,100,323 60,100,323
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . 14,525,783 14,023,956
------------ ------------
Total investment properties, net of accumulated depreciation. . 45,574,540 46,076,367
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 2,954,314 2,723,887
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 548,865 559,909
Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,082 205,418
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 2,170,095 2,117,997
------------ ------------
$ 66,347,575 66,226,833
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 370,940 360,031
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 787,994 526,743
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 510,320 511,832
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 1,669,254 1,398,606
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 55,951 47,950
Ground rent payable . . . . . . . . . . . . . . . . . . . . . . . . . . 1,085,049 1,059,000
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 11,869,590 6,274,627
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 41,388,436 41,485,363
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 56,068,280 50,265,546
Venture partners' subordinated equity in ventures . . . . . . . . . . . 4,083,757 4,190,839
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (3,417,760) (3,191,849)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (1,394,169) (1,394,169)
------------ ------------
(4,791,929) (4,566,018)
------------ ------------
Limited partners:
Capital contributions, net of offering
costs and purchase discounts. . . . . . . . . . . . . . . . . . . 120,541,353 120,541,353
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . (64,442,510) (59,093,511)
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (45,111,376) (45,111,376)
------------ ------------
10,987,467 16,336,466
------------ ------------
Total partners' capital accounts. . . . . . . . . . . . . . . . 6,195,538 11,770,448
------------ ------------
$ 66,347,575 66,226,833
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------- -----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,717,809 2,680,620
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . 234,113 243,317
----------- ----------
2,951,922 2,923,937
----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . 1,253,647 1,283,117
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 501,827 501,212
Property operating expenses . . . . . . . . . . . . . . . . . . . . . 1,244,563 1,290,804
Professional services . . . . . . . . . . . . . . . . . . . . . . . . 88,156 140,997
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . 28,253 25,493
Management fees to corporate general partner. . . . . . . . . . . . . 24,631 41,767
General and administrative. . . . . . . . . . . . . . . . . . . . . . 128,301 100,591
----------- ----------
3,269,378 3,383,981
----------- ----------
Operating earnings (loss) . . . . . . . . . . . . . . . . . . . (317,456) (460,044)
Partnership's share of earnings (loss) from operations of
unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . . (5,461,694) 115,553
Venture partners' share of ventures' operations . . . . . . . . . . . . 107,082 301,220
----------- ----------
Net operating earnings (loss) . . . . . . . . . . . . . . . . . (5,672,068) (43,271)
Gain on sale of Partnership's investment in unconsolidated venture. . . 97,158 605,796
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . $(5,574,910) 562,525
=========== ==========
Net earnings (loss) per limited partnership interest:
Net operating earnings (loss). . . . . . . . . . . . . . . . $ (38.80) (.30)
Gain on sale of Partnership's investment in
unconsolidated venture. . . . . . . . . . . . . . . . . . . .69 4.27
----------- ----------
$ (38.11) 3.97
=========== ==========
Cash distributions per limited partnership interest . . . . . . $ -- 4.00
=========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (5,574,910) 562,525
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 501,827 501,212
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 28,253 25,493
Partnership's share of (earnings) loss from operations of
unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . . 5,461,694 (115,553)
Venture partners' share of ventures' operations . . . . . . . . . . . . (107,082) (301,220)
Gain on sale of Partnership's investment in
unconsolidated venture. . . . . . . . . . . . . . . . . . . . . . . . (97,158) (605,796)
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 17,258 135,513
Other prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . 59,606 57,308
Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,336 7,568
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . (52,098) (91,029)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 261,251 103,960
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,512) 18,928
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 8,001 --
Ground rent payable . . . . . . . . . . . . . . . . . . . . . . . . . . 26,049 45,515
----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . . . . . . . . . . . . . . 551,515 344,424
----------- -----------
Cash flows from investing activities:
Net sales and maturities of short-term investments. . . . . . . . . . . . -- 113,891
Partnership's contributions to unconsolidated ventures. . . . . . . . . . -- (45,000)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (17,209) (42,233)
----------- -----------
Net cash provided by (used in) investing activities . . . . . . . . (17,209) 26,658
----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (86,018) (76,337)
Venture partners' distributions from venture. . . . . . . . . . . . . . . -- (24,495)
Venture partners' contributions to venture. . . . . . . . . . . . . . . . -- 137,120
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . -- (561,383)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (25,060)
----------- -----------
Net cash provided by (used in) financing activities . . . . . . . . (86,018) (550,155)
----------- -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . . 448,288 (179,073)
Cash and cash equivalents, beginning of the year. . . . . . . . . . 13,734,366 14,266,786
----------- -----------
Cash and cash equivalents, end of the period. . . . . . . . . . . . $14,182,654 14,087,713
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 1,255,159 1,264,189
=========== ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1995, which
are included in the Partnership's 1995 Annual Report on Form 10-K (File No.
0-16516) filed on March 25, 1996, as certain footnote disclosures which
would substantially duplicate those contained in such audited financial
statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Certain amounts reported in the 1995 financial statements have been
reclassified to conform with the 1996 presentation.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership (or its consolidated venture) to the General Partners and their
affiliates as of March 31, 1996 and for the three months ended March 31,
1996 and 1995 are as follows:
Unpaid at
March 31,
1996 1995 1996
------- ------ -------------
Management fees to
Corporate General
Partner. . . . . . . . . . . $24,631 41,767 24,631
Reimbursement (at cost)
for out-of-pocket
expenses and salaries
and salary related
expenses . . . . . . . . . . 11,117 22,313 70,405
-------- ------ ------
$ 35,748 64,080 95,036
======== ====== ======
An affiliate of the General Partners guaranteed payment to the
unaffiliated third party property manager for the property management and
leasing fees relating to the 260 Franklin property. As of March 31, 1996,
$1,558,806 of management and leasing fees were unpaid, of which the
Partnership's share is $467,642.
260 FRANKLIN
Occupancy of the property at March 31, 1996 has dropped to 91% from
93% at year-end 1995 and, in 1996, the leases of tenants occupying
approximately 93,000 square feet (approximately 27% of the property) at the
property expire. It is anticipated that there will be significant cost
related to re-leasing this space.
The long-term mortgage loan in the original principal amount of
approximately $75,000,000 matured January 1, 1996. 260 Franklin, as of
such date, began submitting the net operating cash flow of the property to
the lender while seeking a three year extension or refinancing of the loan.
Concurrent with such lender negotiations, 260 Franklin is also marketing
the property for sale. However, there can be no assurance that the joint
venture will be able to sell the property or to obtain any such
modification or extension. If 260 Franklin is unable to sell the property
or to refinance or extend the mortgage loan, the Partnership may decide not
to commit any significant additional funds. This may result in 260
Franklin and the Partnership no longer having an ownership interest in the
property. This would result in 260 Franklin and the Partnership
recognizing a gain for financial reporting and Federal income tax purposes
with no distributable proceeds.
260 Franklin recorded a provision for value impairment of $17,400,000
as of January 1, 1996, of which the Partnership's share is $5,220,000.
VILLAGES NORTHEAST
In May 1996, the Dunwoody apartment complex was sold for $47,000,000
to the unaffiliated venture partner. The Partnership will recognize in
1996 a gain for financial reporting and Federal income tax purposes.
The property was classified as held for sale or disposition as of
January 1, 1996 and therefore has not been subject to continued
depreciation. The unconsolidated venture had revenues of $1,798,628 and
$1,835,398 and operating expenses of $1,498,612 and $2,042,188 for the
three months ended March 31, 1996 and 1995, of which the Partnership's
share of income (loss) was $89,758 and ($54,950), respectively. The
property had a net carrying value of $35,713,967 and $35,681,989 at March
31, 1996 and December 31, 1995, respectively.
PALM DESERT TOWN CENTER
Occupancy at the portion of the shopping center in which the
Partnership owns an interest decreased to 91% from 93% in the previous
quarter. Sales at the Center have been negatively impacted during the last
several quarters by new competition in the center's trade area. The Center
will continue to be subject to increased competition from new developments
that are expected to be opening in the vicinity in the near future. The
property is operating at an approximately break-even level.
The joint venture is considering a possible expansion of the mall and
restructuring of the ground lease and loan. In the event that the joint
venture decides to proceed, the Partnership would utilize funds in reserve
to pay for its share of costs.
NEWPARK MALL
As a result of the recent acquisition by Federated Department Stores
of the company which owns the Emporium Capwell store at NewPark Mall,
Federated, which also owns the Macy's store at NewPark, has approached the
joint venture regarding the possible sale of the Emporium building to the
joint venture. This would be accompanied by the closing of the Emporium
Capwell operations at the mall. In the event that the joint venture
decides to proceed with this transaction, the Partnership would utilize
funds in reserve to pay for its share of the costs of acquiring the
building and re-merchandising the store with a replacement operator.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for 260 Franklin for the three
months ended March 31, 1996 and 1995 is as follows:
1996 1995
----------- ----------
Total income . . . . . . . . . $ 2,609,587 2,907,906
Expenses applicable to
operating loss . . . . . . . 21,326,355 4,144,034
----------- ----------
Operating loss . . . . . . . . $18,716,786 1,236,128
=========== ==========
Partnership's share of loss. . $ 5,615,036 370,838
=========== ==========
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1996 and for the three months ended March 31, 1996 and 1995.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning 18 Central Shopping
Center.
The Partnership's goal of capital appreciation will not be achieved.
Moreover, although the Partnership expects to distribute from sale proceeds
some additional portion of the Limited Partners' original capital, without
a dramatic improvement in market conditions, the Limited Partners will
receive significantly less than their original investment.
After reviewing the remaining properties and the marketplaces in which
they operate, the General Partners of the Partnership expect to be able to
conduct an orderly liquidation of its remaining investment portfolio as
quickly as practicable. As a result, the affairs of the Partnership are
expected to be wound up no later than December 31, 1999 (sooner if the
properties are sold in the near term), barring unforeseen economic
developments. Although the Partnership expects to distribute sale proceeds
from the disposition of the Partnership's remaining assets, aggregate
distributions received by Limited Partners over the entire term of the
Partnership will be significantly less than their original investment.
However, in connection with sales or other dispositions (including
transfers of title to a lender) of properties (or interests therein) owned
by the Partnership or its joint ventures, the Limited Partners may be
allocated substantial gain for Federal income tax purposes regardless of
whether any proceeds are distributable from such sales or other
dispositions.
RESULTS OF OPERATIONS
The decrease in prepaid expenses at March 31, 1996 as compared to
December 31, 1995 is primarily due to the timing of payment of insurance
premiums at Palm Desert Town Center.
The increase in accounts payable at March 31, 1996 as compared to
December 31, 1995 is primarily due to the timing of payment of operating
expenses at Palm Desert Town Center. The increase is also due to the
accrual of management fees to Corporate General Partner and certain out-of-
pocket expenses and salaries and salary-related expenses to be reimbursed
to the Corporate General Partner which remain unpaid.
The increase in investment in unconsolidated ventures, at equity at
March 31, 1996 as compared to December 31, 1995 and the increase in
Partnership's share of loss from operations of unconsolidated ventures for
the three months ended March 31, 1996 as compared to the previous year is
due to the Partnership's share ($5,220,000) of 260 Franklin's provision for
value impairment recorded at January 1, 1996 at the 260 Franklin venture.
The decrease in venture partners' share of venture operations for the
three months ended March 31, 1996 as compared to the three months ended
March 31, 1995 is primarily due to the change in the allocation of the
losses under the venture agreement for Palm Desert related to the
satisfaction in 1995 of the venture partner's obligations to contribute to
the venture for operating deficits and the partnership's and the affiliated
partner's preferred returns.
The decrease in the gain on sale of Partnership's investment in
unconsolidated venture for the three months ended March 31, 1996 as
compared to the three months ended March 31, 1995 is due to the 1995 change
in the method of gain recognition on the Owings Mills sale from cost
recovery to installment sale pursuant to FSAS #66 which was recognized in
the three months ended March 31, 1995 sale of JMB/Owing's interest in
Owings Mills.
<TABLE>
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The mortgage loan in the principle amount of approximately $88,000,000 secured by 260 Franklin Street matured
on January 1, 1996. 260 Franklin, as of such date suspended debt service on the loan and began submitting the net
cash flow of the property to the lender (Teachers Insurance and Annuity Association of Amercia) while seeking an
extension or refinancing of the loan. As of March 31, 1996, approximately $1,498,000 of interest on the mortgage
loan was in arrears.
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties:
<CAPTION>
1995 1996
-------------------------------------- -------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. 260 Franklin Street Building
Boston, Massachusetts. . . . 99% 99% 99% 98% 96%
2. Dunwoody Crossing
(Phase I, II, and III)
Apartments
DeKalb County (Atlanta),
Georgia. . . . . . . . . . . 93% 93% 93% 91% 90%
3. NewPark Mall
Newark (Alameda County),
California . . . . . . . . . 80% 80% 80% 80% 79%
4. Palm Desert Town Center
Palm Desert (Palm Springs),
California . . . . . . . . . 97% 96% 93% 93% 91%
<FN>
- ------------------
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3 and
4-A. The Amended and Restated Agreement of Limited Partnership and
the Assignment Agreement set forth as Exhibit B to the Prospectus, copies
of which are hereby incorporated by reference to Exhibit 3 and Exhibit 4-A
to the Partnership's report for December 31, 1992 on Form 10-K (File No. 0-
16516) dated March 19, 1993.
4-B. Documents relating to the loan modification of the mortgage loan
secured by the 260 Franklin Street Building is hereby incorporated by
reference to Exhibit 4-B to the Partnership's report for December 31, 1991
on Form 10-K (File No. 0-16516) dated March 27, 1992.
4-C. First Amendment to Loan Documents relating to the mortgage loan
secured by Dunwoody Crossing Apartments (Phases I and III) is hereby
incorporated by reference to the Partnership's report on Form 10-Q for
September 30, 1994 (File No. 0-16516) dated November 10, 1994.
4-D. Documents relating to the modification of the mortgage loan
secured by Dunwoody Crossing Apartments (Phases I and III) are hereby
incorporated by reference to the Partnership's report on Form 10-K for
December 31, 1994 (File No. 0-16516) dated March 27, 1995.
4-E. Forbearance agreement relating to the modification of the
mortgage loan secured by NewPark Mall dated October, 1995 is hereby
incorporated by reference to the Partnership's Report on Form 10-Q for
September 30, 1995 (File No. 0-16516) dated November 9, 1995.
4-F. Documents relating to the Promissory Note secured by NewPark
Mall dated December 19, 1995 are hereby incorporated by reference to the
Partnership's report on Form 10-K for December 31, 1995 (File No. 0-16516)
dated March 25, 1996.
10-A. Escrow Deposit Agreement is hereby incorporated by reference to
Exhibit 10.1 to the Partnership's Amendment No. 1 to Form S-11 (File No.
33-3567) Registration Statement dated May 14, 1986.
10-B. Acquisition documents relating to the purchase of an interest in
the 260 Franklin Street Building, Boston, Massachusetts, are hereby
incorporated herein by reference to Exhibit 10.4 to the Partnership's
Amendment No. 2 to Form S-11 (File No. 33-3567) dated July 25, 1986.
10-C. Additional acquisition documents relating to the purchase of an
interest in the 260 Franklin Street Building, Boston, Massachusetts, are
hereby incorporated herein by reference to Exhibit 10.4.1 to the
Partnership's Post-Effective Amendment No. 1 to Form S-11 (File No. 33-
3567) dated September 30, 1986.
10-D. Acquisition documents relating to the purchase by the
Partnership of an interest in the Post Crest Apartments, Post Terrace
Apartments, and Post Crossing Apartments in DeKalb County (Atlanta),
Georgia, are hereby incorporated herein by reference to Exhibit 10.5 to the
Partnership's Post-Effective Amendment No. 2 to Form S-11 (File No. 33-
3567) dated September 30, 1986.
10-E. Acquisition documents relating to the purchase by the
Partnership of an interest in NewPark Mall in Newark (Alameda County),
California, are hereby incorporated herein by reference
to Exhibit 10.6 to the Partnership's Post-Effective Amendment
No. 2 to Form S-11 (File No. 33-3567) dated December 30, 1986.
10-F. Acquisition documents relating to the acquisition by the
Partnership of an interest in the Palm Desert Town Center in Palm Desert,
California, dated December 23, 1988 are hereby incorporated by reference to
Exhibit 1 to the Partnership's Form 8-K (File No. 0-16516) dated January 6,
1989.
10-G. Documents relating to the assignment of JMB/125's interest in
125 Broad Street Company are hereby incorporated by reference to the
Partnership's Form 10-K for December 31, 1994 (File No. 0-16516) dated
March 27, 1995.
10-H. Modification to Reserve Escrow Agreement relating to the 260
Franklin Street Building is hereby incorporated by reference to the
Partnership's Form 10-Q for March 31, 1995 (File No. 0-16516) dated May 11,
1995.
27. Financial Data Schedule
(b) The following reports on Form 8-K were filed since the beginning of
the last quarter of the period covered by this report.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XVI
BY: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 10, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 10, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 14,182,654
<SECURITIES> 0
<RECEIVABLES> 732,025
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,914,679
<PP&E> 60,100,323
<DEPRECIATION> 14,525,783
<TOTAL-ASSETS> 66,347,575
<CURRENT-LIABILITIES> 1,669,254
<BONDS> 41,388,436
<COMMON> 0
0
0
<OTHER-SE> 6,195,538
<TOTAL-LIABILITY-AND-EQUITY> 66,347,575
<SALES> 2,717,809
<TOTAL-REVENUES> 2,951,922
<CGS> 0
<TOTAL-COSTS> 1,746,390
<OTHER-EXPENSES> 269,341
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,253,647
<INCOME-PRETAX> (317,456)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,672,068)
<DISCONTINUED> 97,158
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,574,910)
<EPS-PRIMARY> (38.11)
<EPS-DILUTED> (38.11)
</TABLE>
