U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-16209
ANGELES PARTNERS 16
California 95-4106417
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer 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
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
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
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $2,929,190
State the aggregate market value of the voting stock held by nonaffiliates
of the Registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within the past 60 days. Market value
information for Registrant's Partnership Interests is not available. Should a
trading market develop for these Interests, it is the General Partner's belief
that such trading would not exceed $25 million.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Description of Business
Angeles Partners 16 (the "Partnership" or "Registrant") is a publicly-held
limited partnership organized under the California Uniform Limited Partnership
Act pursuant to the Certificate and Restated Agreement of Limited Partnership -
(the "Agreement") dated March 24, 1987. The Partnership's General Partner is
Angeles Realty Corporation II, a California corporation ("General Partner" or
"ARC II").
The Partnership, through its public offering of Limited Partnership Units,
sold 14,050 units aggregating $14,050,000. The General Partner contributed
capital in the amount of $1,000 for a 1% interest in the Partnership. The
Partnership was formed for the purpose of acquiring fee interests in various
types of real property. The Partnership presently owns two investment
properties. The General Partner of the Partnership intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for the
investors. Such results may best be achieved through property sales,
refinancings, debt restructurings or relinquishment of the assets. The
Partnership intends to evaluate each of its holdings periodically to determine
the most appropriate strategy for each of the assets.
The Partnership has no full time employees. The General Partner is vested
with full authority as to the general management and supervision of the business
and affairs of the Partnership. Limited Partners have no right to participate
in the management or conduct of such business and affairs. Insignia Management
Group, L.P. provides day-to-day property management services to all of the
Partnership's investment properties.
The business in which the Partnership is engaged is highly competitive, and
the Partnership is not a significant factor in its industry. Each investment
property is located in or near a major urban area and, accordingly, competes for
rentals not only with similar properties in its immediate area but with hundreds
of similar properties throughout the urban area. Such competition is primarily
on the basis of location, rents, services and amenities. In addition, the
Partnership competes with significant numbers of individuals and organizations
(including similar partnerships, real estate investment trusts and financial
institutions) with respect to the sale of improved real properties, primarily on
the basis of the prices and terms of such transactions.
Item 2. Description of Properties:
The following table sets forth the Registrant's investment in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Whispering Pines Apartments 06/30/89 Fee ownership subject Residential
to first trust deed Rental
136 units
Silver Ridge Apartments 12/29/87 Fee ownership subject Residential
to first mortgage Rental
bond payable and 186 units
second trust deed
</TABLE>
On June 12, 1995, the Partnership sold one of its investment properties, North
Prior Industrial Park, to an unrelated third party (See "Item 6. Management's
Discussion and Analysis or Plan of Operation" for further details).
Schedule of Properties:
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Whispering Pines $ 5,421,316 $ 1,167,540 5-40 yrs S/L $ 5,086,656
Apartments
Silver Ridge 6,263,460 1,838,655 5-40 yrs S/L 5,416,108
Apartments
Total $11,684,776 $ 3,006,195 $10,502,764
</TABLE>
See "Note B" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.
Schedule of Mortgages:
<TABLE>
<CAPTION>
Principal Principal
Balance At Stated Balance
December 31, Interest Period Maturity Due At
Property/Partnership 1995 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Whispering Pines Apartments
1st trust deed $ 4,394,232 (2) 30 yrs Jan. 1997 $ 4,310,612
Silver Ridge Apartments
1st mortgage bond payable 4,525,000 (3) (1) July 2023 4,525,000
2nd trust deed 375,000 10.00% (1) Dec. 1997 375,000
Angeles Partners 16
Note payable, in
default (5) 859,527 12.50% (1) June 1997 859,527
Note payable, in
default (5) 1,205,624 12.25% (1) June 1996 1,205,624
Working capital loan (6) 1,516,789 (4) (1) Nov. 1997 1,516,789
Total $12,876,172 $12,792,552
<FN>
(1) Interest payments only.
(2) 11th District Federal Home Loan Bank Board base rate plus 2.25%.
(3) Variable rate not to exceed 12%.
(4) Prime rate plus 2%, payable only from available cash flow, as defined.
(5) Payable to Angeles Mortgage Investment Trust.
(6) Payable to Angeles Acceptance Pool, L.P.
</TABLE>
Average annual rental rate and occupancy for 1995 and 1994 for each property:
Average Annual Average Annual
Rental Rates Occupancy
Property 1995 1994 1995 1994
Whispering Pines Apartments $7,727/unit $7,481/unit 92% 98%
Silver Ridge Apartments $7,625/unit $7,630/unit 95% 92%
The occupancy at Whispering Pines Apartments decreased due to increased home
sales in the area. New home construction and low interest rates for home buyers
has made renting less appealing and thereby decreased occupancy.
As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The General
Partner believes that all of the properties are adequately insured. The multi-
family residential properties' lease terms are for one year or less. No
residential tenant leases 10% or more of the available rental space.
Real estate taxes and rates in 1995 for each property were:
1995 1995
Billing Rate
Whispering Pines $166,903 3.15%
Silver Ridge 265,195* 5.30%
*Amount per 1994 billings; tax bills for 1995 not yet received.
Item 3. 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 Angeles Mortgage Investment Trust
("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.
AMIT, a real estate investment trust, made a loan to the Partnership in
October 1992 in the amount of $1,879,804, secured by the Partnership's real
property known as North Prior Industrial Park, on a non-recourse basis. The
current principal balance as of December 31, 1995, is $1,205,624. The
Partnership believed that the loan was a non-recourse obligation. AMIT has
asserted that the loan is recourse by virtue of a certain amendment purportedly
entered into as of November 1, 1992, but which the Partnership has been informed
and believes was actually executed in December 1992 ("Note Modification"). The
Partnership has been further informed and believes that the amendment may have
been executed at the direction of Angeles Corporation ("Angeles") by an
individual in his purported capacity as an officer of the General Partner of the
Partnership at a time when such person was not in fact an officer of such
entity. Accordingly, the Partnership filed a Proof of Claim in the Angeles
bankruptcy proceeding with respect to such purported amendment. Additionally,
the Partnership filed a Proof of Claim in the Angeles Funding Corporation and
Angeles Real Estate Corporation bankruptcy proceedings on similar grounds.
Both Angeles Funding Corporation and Angeles Real Estate Corporation are
affiliates of Angeles. Subsequently, the Partnership determined that the
original note agreement was in fact recourse and, therefore, the Partnership's
Proofs of Claim were withdrawn.
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,
owns 63,200 Class A Shares of AMIT. These Class A Shares entitle LAC to vote
approximately 1.5% of the total shares.
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.
The Registrant is unaware of any other pending or outstanding litigation
that is not of a routine nature. The General Partner of the Registrant 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 4. Submission of Matters to a Vote of Security Holders
The Unit holders of the Registrant did not vote on any matter during the
fiscal year covered by this report.
PART II
Item 5. Market for the Partnership's Common Equity and Related Security
Holder Matters
The Partnership, a publicly-held limited partnership, sold 14,050 Limited
Partnership Units aggregating $14,050,000 during its offering period through
December 30, 1988, and currently has 14,033 Limited Partnership Units
outstanding and 1,471 Limited Partners of record. There is no intention to sell
additional Limited Partnership Units nor is there an established market for
these units.
The Partnership has discontinued making cash distributions from operations
until and unless the financial condition and other relevant factors warrant
resumption of distributions.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
Results of Operations
The Partnership realized a net loss of $694,457 for the year ended December
31, 1995, versus a net loss of $393,769 for the year ended December 31, 1994.
The increase in the net loss for the year ended December 31, 1995, as compared
to the year ended December 31, 1994, is due to the accrual of $746,488 in 1995
for additional estimated costs associated with the environmental clean up of
North Prior Industrial Park (See Note G for additional information). Partially
offsetting this expense is the gain recognized on the sale of North Prior
Industrial Park on June 12, 1995 (See discussion below).
Rental income decreased for the year ended December 31, 1995, as compared to
the year ended December 31, 1994, due to the sale of North Prior Industrial Park
on June 12, 1995, resulting in the loss of rental revenue relating to this
property. Also contributing to the decrease in rental income was the decrease in
occupancy at Whispering Pines Apartments. Other income increased due to an
increase in corporate units revenue at Silver Ridge Apartments.
Operating expenses for the year ended December 31, 1995, versus the year
ended December 31, 1994, increased due to the additional estimated clean up
costs at North Prior Industrial Park, as discussed above, along with increased
advertising at Whispering Pines Apartments in an effort to increase occupancy.
This increase was partially offset by the overall decrease in operating expenses
due to the sale of North Prior Industrial Park during 1995 (See discussion
below). General and administrative expenses decreased for the year ended
December 31, 1995, as compared to the year ended December 31, 1994, primarily
due to decreased cost reimbursements for partnership accounting, asset
management and investor services. The decrease in property management fees for
the year ended December 31, 1995, as compared to the year ended December 31,
1994, is attributable to the decrease in rental income, as such fees are based
on revenue. Depreciation expense decreased for the year ended December 31,
1995, versus the year ended December 31, 1994, primarily due to the sale of
North Prior Industrial Park. Interest expense also decreased for the year
ended December 31, 1995, as compared to the year ended December 31, 1994, due
to the sale of North Prior Industrial Park. This decrease was partially offset
by increases in interest expense at Whispering Pines Apartments and Silver
Ridge Apartments due to rising interest rates on the variable rate mortgages
secured by these properties. Property tax expense decreased for the year ended
December 31, 1995, as compared to the year ended December 31, 1994, due to
lower property taxes at North Prior Industrial Park along with the sale of the
property. The bad debt recovery for the year ended December 31, 1995, and
December 31, 1994, relates to past due amounts received from tenants of the
North Prior Industrial Park that had previously been reserved. The bad debt
expense for the year ended December 31, 1994, can be attributed to reserving
accounts receivable at North Prior Industrial Park that were considered
uncollectible. Tenant reimbursements decreased for the year ended December 31,
1995, versus the year ended December 31, 1994, due to the sale of North Prior
Industrial Park.
On June 12, 1995, the Partnership sold one of its investment properties,
North Prior Industrial Park, for $10,324,699, net of closing costs, to an
unrelated third party. The net proceeds were used to pay the first mortgage and
related accrued interest. Accrued interest of $56,203 related to the first
mortgage was forgiven and is included as an extraordinary gain, and a gain of
$1,009,521 was realized on the sale.
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.
Liquidity and Capital Resources
The Partnership's primary source of cash is from the operations of its
properties and from financing placed on such properties. Cash from these
sources is utilized for property operations, capital improvements, and/or
repayment of debt.
At December 31, 1995, the Partnership had unrestricted cash of $405,772 as
compared to $1,773,256 at December 31, 1994. Net cash used in operating
activities increased primarily due to the increased net loss, and a decrease in
accrued interest. Net cash provided by investing activities increased due to
proceeds from the sale of North Prior Industrial Park. Net cash used in
financing activities increased due to the repayment of notes payable relating to
North Prior Industrial Park upon the sale of the property.
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 $2,065,151 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 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. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $12,876,172 consists of a first mortgage of $4,394,232,
which is being amortized over 30 years and is due January 1997, a second trust
deed and a working capital loan with principal balances of $375,000 and
$1,516,789, respectively, (interest only) with maturity dates in November and
December 1997, and a first mortgage bond payable in the principal amount of
$4,525,000 (interest only) due July 2023. This Partnership also has unsecured
debt to AMIT in the amount of $859,527 and $1,205,624 (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, refinancings and property sales. At this time, the General Partner
does not anticipate making a cash distribution during fiscal 1996.
Item 7. Financial Statements
ANGELES PARTNERS 16
LIST OF FINANCIAL STATEMENTS
Independent Auditors' Report
Balance Sheet - December 31, 1995
Statements of Operations - Years ended December 31, 1995 and 1994
Statements of Changes in Partners' Deficit - Years ended December 31,
1995 and 1994
Statements of Cash Flows - Years ended December 31, 1995 and 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Partners 16
We have audited the accompanying balance sheet of Angeles Partners 16 as of
December 31, 1995, and the related statements of operations, changes in
partners' deficit and cash flows for each of the two years in the period ended
December 31, 1995. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Partnership's management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Angeles Partners 16 as of
December 31, 1995, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Angeles
Partners 16 will continue as a going concern. As more fully described in Note
A, the Partnership has incurred recurring operating losses, is in default on
certain loans and does not generate sufficient cash flows to meet current
operating requirements. These conditions raise substantial doubt about the
Partnership's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note A. The financial statements
do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification
of liabilities that may result from the outcome of this uncertainty.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
March 8, 1996
ANGELES PARTNERS 16
BALANCE SHEET
<TABLE>
<CAPTION>
December 31, 1995
<S> <C> <C>
Assets
Cash and cash equivalents:
Unrestricted $ 405,772
Restricted--tenant security deposits 63,369
Accounts receivable 139,499
Escrow for taxes 223,819
Restricted escrows (Note G) 1,372,675
Other assets 223,166
Investment properties (Notes C and F):
Land $ 1,075,589
Buildings and related personal property 10,609,187
11,684,776
Less accumulated depreciation (3,006,195) 8,678,581
$11,106,881
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 39,608
Tenant security deposits 62,661
Accrued taxes 441,557
Accrued interest 1,625,944
Other liabilities (Note G) 1,191,877
Notes payable, including $2,065,151 in
default (Notes C, E and F) 12,876,172
Partners' Deficit
General partner $ (169,111)
Limited partners (14,033 units
issued and outstanding) (4,961,827) (5,130,938)
<FN> $11,106,881
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES PARTNERS 16
STATEMENTS OF OPERATIONS
Years Ended December 31,
1995 1994
Revenues:
Rental income $ 2,719,634 $ 3,487,237
Other income 209,556 194,975
Total revenues 2,929,190 3,682,212
Expenses:
Operating 1,621,640 1,039,487
General and administrative 183,030 199,571
Property management fees 140,280 190,528
Maintenance 274,672 264,145
Depreciation 472,626 664,279
Amortization 11,833 12,614
Interest 1,507,448 1,760,321
Property taxes 784,612 1,253,438
Bad debt expense -- 8,768
Bad debt recovery (4,226) (254,807)
Tenant reimbursements (302,544) (1,062,363)
Total expenses 4,689,371 4,075,981
Loss before gain on sale of
investment property and
extraordinary item (1,760,181) (393,769)
Gain on sale of investment
property (Note G) 1,009,521 --
Loss before extraordinary item (750,660) (393,769)
Extraordinary item - gain on
extinguishment of debt (Note G) 56,203 --
Net loss $ (694,457) $ (393,769)
Net loss allocated to general
partner (1%) $ (6,945) $ (3,938)
Net loss allocated to limited
partners (99%) (687,512) (389,831)
Net loss $ (694,457) $ (393,769)
Per limited partnership unit:
Loss before extraordinary item $ (52.96) $ (27.78)
Extraordinary item 3.97 --
Net loss $ (48.99) $ (27.78)
See Accompanying Notes to Financial Statements
ANGELES PARTNERS 16
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 14,050 $ 1,000 $14,050,000 $14,051,000
Partners' deficit at
December 31, 1993 14,050 $(158,228) $(3,884,484) $(4,042,712)
Abandoned Limited Partnership
Units (Note H) (17) -- -- --
Net loss for the year
ended December 31, 1994 -- (3,938) (389,831) (393,769)
Partners' deficit at
December 31, 1994 14,033 (162,166) (4,274,315) (4,436,481)
Net loss for the year ended
December 31, 1995 -- (6,945) (687,512) (694,457)
Partners' deficit at
December 31, 1995 14,033 $(169,111) $(4,961,827) $(5,130,938)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES PARTNERS 16
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (694,457) $ (393,769)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Depreciation 472,626 664,279
Amortization of loan costs and leasing commissions 29,550 41,300
Gain on sale of investment property (1,009,521) --
Bad debt expense -- 8,768
Extraordinary item - gain on extinguishment
of debt (56,203) --
Change in accounts:
Restricted cash 6,367 (6,298)
Accounts receivable (143,532) (11,247)
Escrows for taxes 84,387 (31,240)
Other assets (50,240) (121,629)
Accounts payable 11,775 (52,755)
Tenant security deposit liabilities 4,675 (640)
Accrued taxes 98,058 (276,969)
Accrued interest (690,502) 1,260,870
Other liabilities 652,907 (82,119)
Net cash (used in) provided by operating activities (1,284,110) 998,551
Cash flows from investing activities:
Property improvements and replacements (312,100) (65,508)
Proceeds from sale of investment property 10,324,699 --
Deposits to restricted escrows (1,496,210) (178,529)
Withdrawals from restricted escrows 257,698 110,407
Net cash provided by (used in) investing activities 8,774,087 (133,630)
Cash flows from financing activities:
Repayment of notes payable (8,417,323) --
Payments on notes payable (440,138) (74,784)
Net cash used in financing activities (8,857,461) (74,784)
Net (decrease) increase in cash (1,367,484) 790,137
Cash and cash equivalents at beginning of period 1,773,256 983,119
Cash and cash equivalents at end of period $ 405,772 $1,773,256
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,180,234 $ 470,765
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES PARTNERS 16
Notes to Financial Statements
December 31, 1995
Note A - Going Concern
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 $2,065,151 of its indebtedness, plus related
accrued interest of $1,147,854, 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 E).
The Partnership is presently paying non-debt related expenses of the properties,
is current on its mortgages secured by the remaining 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 Organization and Significant Accounting Policies
Organization: Angeles Partners 16 (the "Partnership" or "Registrant") a
California limited partnership was organized on March 24, 1987, to acquire fee
or other equity interests in, or long-term leasehold interests in, improved
residential, commercial or industrial real properties. The Partnership's
General Partner is Angeles Realty Corporation II ("ARC II"), an affiliate of
Insignia Financial Group, Inc. As of December 31, 1995, the Partnership
operates two residential properties located in Fitchburg, Wisconsin and
Maplewood, Minnesota.
Allocations to Partners: In accordance with the Partnership Agreement, any gain
from the sale or other disposition of Partnership assets will be allocated first
to the General Partner to the extent of the amount of any Incentive Interests
(as defined below) to which the General Partner is entitled. Any gain remaining
after said allocation will be allocated to the General Partner and Limited
Partners in proportion to their interests in the Partnership; provided that the
gain shall first be allocated to Partners with negative account balances, in
proportion to such balances, in an amount equal to the sum of such negative
capital account balances.
The Partnership will allocate other profits and losses 1% to the General Partner
and 99% to the Limited Partners.
Note B Organization and Significant Accounting Policies (continued)
Except as discussed below, the Partnership will allocate distributions 1% to the
General Partner and 99% to the Limited Partners. Upon the sale or other
disposition, or refinancing of any asset of the Partnership, the Distributable
Net Proceeds shall be distributed as follows: (i) First, to the Partners in
proportion to their interests until the Limited Partners have received proceeds
equal to their Original Capital Investment applicable to the property; (ii)
Second, to the Partners until the Limited Partners have received distributions
from all sources equal to their 6% Cumulative Distribution; (iii) Third, to the
General Partner until it has received an amount equal to 3% of the aggregate
disposition price of all properties ("Initial Incentive Interest") and (iv)
Fourth, to the Partners according to their Interests in the Partnership until
the Limited Partners have received distributions from all sources equal to
their 10% Cumulative Distribution and, thereafter, until certain of the Limited
Partners receive additional priority returns ranging from 1.5% to 4.5% per
annum on their Adjusted Capital Investment (not compounded) as set forth in the
Partnership Agreement and (v) thereafter, 85% to the Partners in proportion to
their interests and 15% ("Final Incentive Interest") to the General Partner.
Depreciation: Depreciation is calculated by the straight-line method over the
estimated lives of the investment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 18 years for additions after March 15, 1984, and before
May 9, 1985, and 19 years for additions after May 8, 1985, and before January
1, 1987, and (2) for personal property over 5 years for additions prior to
January 1, 1987. As a result of the Tax Reform Act of 1986, for additions
after December 31, 1986, the alternative depreciation system is used for
depreciation of (1) real property additions over 40 years, and (2) personal
property additions over 6-20 years.
Cash and Cash Equivalents: The Partnership considers all highly liquid
investments with a maturity when purchased of three months or less to be cash
equivalents. At certain times, the amount of cash deposited at a bank may exceed
the limit on insured deposits.
Loan Costs: Loan costs of $250,618, included in "Other assets", are being
amortized on a straight line basis over the lives of the related loans.
Accumulated amortization totals $28,376 at December 31, 1995.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less.
Tenant Security Deposits: The Partnership requires security deposits which are
refunded when the tenant departs if there has been no damage to the unit.
Note B - Organization and Significant Accounting Policies (continued)
Advertising Costs: Advertising costs, $46,584 in 1995 and $50,478 in 1994, are
charged to expense as they are incurred and are included in operating expenses.
Investment Properties: Prior to the fourth quarter of 1995, investment
properties were carried at the lower of cost or estimated fair value, which was
determined using the higher of the property's non-recourse debt amount, when
applicable, or the net operating income of the investment property capitalized
at a rate deemed reasonable for the type of property. During the fourth quarter
of 1995 the Partnership adopted FASB Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. The effect of adoption was not material.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Reclassifications: Certain reclassifications have been made to the 1994
balances to conform to the 1995 presentation.
Fair Value: In 1995, the Partnership implemented Statement of Financial
Accounting Standards No. 107, "Disclosure about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
carrying amount of the Partnership's cash and cash equivalents approximates
fair value due to short-term maturities. The Partnership estimates the fair
value of its fixed rate mortgages by discounted cash flow analysis, based on
estimated borrowing rates currently available to the Partnership (Note C).
Note C - Notes Payable
<TABLE>
<CAPTION>
Monthly Principal
Payment Stated Balance Balance at
Including Interest Maturity Due at December 31,
Property Interest Rate Date Maturity 1995
<S> <C> <C> <C> <C> <C> <C>
Whispering Pines Apts.
First trust deed $ 32,715 (1) (1) Jan. 1997 $ 4,310,612 $ 4,394,232
Silver Ridge Apts.
First mortgage bond
payable 38,651 (3) (3) July 2023 4,525,000 4,525,000
Second trust deed 3,125 10.00% Dec. 1997 375,000 375,000
Angeles Partners 16
Note payable, in
default 8,953 12.50% June 1997 859,527 859,527
Note payable,
in default 12,307 12.25% June 1996 1,205,624 1,205,624
Working capital loan (2) (2) Nov. 1997 1,516,789 1,516,789
$95,751 $12,792,552 $12,876,172
<FN>
(1) 11th District Federal Home Loan Bank Board base rate plus 2.25%, monthly
payment varies with interest rate (9.62% at December 31, 1995).
(2) Interest only payments at the prime rate plus 2% payable from available
cash flow, as defined (10.5% at December 31, 1995).
(3) Interest only payments based on a variable rate not to exceed 12%.
The carrying value of the Partnership's aggregate first mortgages approximates
its estimated fair value. The General Partner believes that it is not
appropriate to use the Partnership's incremental borrowing rate for its other
indebtedness as there is currently no market in which the Partnership could
obtain similar financing. Therefore, the General Partner considers estimation of
fair value to be impracticable.
The first mortgage notes payable are nonrecourse and are secured by pledge of
certain of the Partnership's investment properties and by pledge of revenues
from the respective investment properties. Certain of the notes include
prepayment penalties if repaid prior to maturity.
The Partnership is in default on $2,065,151 of its indebtedness, plus related
accrued interest of $1,147,854, due to its inability to make interest and
principal payments when due. The debt is unsecured debt of the Partnership
payable to AMIT.
Note C - Notes Payable (continued)
Scheduled principal payments of notes payable subsequent to December 31, 1995,
are as follows:
1996 $ 2,128,848
1997 6,222,324
1998 --
1999 --
2000 --
Thereafter 4,525,000
$12,876,172
Note D - Income Taxes
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Differences between the net loss as reported and Federal taxable loss result
primarily from (1) depreciation over different methods and lives and on
differing cost bases of the investment properties, (2) gain or loss on disposal
of properties, (3) accrual of future environmental clean-up costs, and (4) bad
debt allowances. The following is a reconciliation of reported net loss and
Federal taxable loss:
1995 1994
Net loss as reported $(694,457) $(393,769)
Add (deduct):
Environmental clean-up costs 780,428 (46,487)
Depreciation differences (15,889) 34,718
Unearned income 23,771 (14,360)
Difference in gain on sale of
investment property (2,600,109) --
Bad debt -- (160,784)
Miscellaneous 22,451 (12,651)
Federal taxable loss $(2,483,805) $(593,333)
Federal taxable loss per limited
partnership unit $ (175.23) $ (41.86)
Note D - Income Taxes (continued)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities:
Net liabilities as reported $(5,130,938)
Land and buildings 1,417,768
Accumulated depreciation 406,415
Syndication and distribution costs 2,042,650
Accrued environmental clean-up costs 1,091,083
Prepaid rent 20,593
Other (75,195)
Net liabilities - Federal tax basis $ (227,624)
Note E - 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 paid to the General Partner and
affiliates in 1995 and in 1994:
1995 1994
Property management fees $123,393 $190,528
Reimbursements for services of affiliates 88,331 121,288
Marketing services 1,263 633
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 were 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.
Note E - Transactions with Affiliated Parties (continued)
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 $434,005, was
$1,950,794 at December 31, 1995, with monthly interest only payments at the
prime rate 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 generating excess proceeds, or iii) November 25, 1997.
Total interest expense for this loan was $164,319 and $130,191 for the years
ended December 31, 1995 and 1994, respectively.
AMIT currently holds two unsecured note receivables from the Partnership. Total
indebtedness of $2,065,151 was in default at December 31, 1995 due to non-
payment. Total interest expense on this financing was $428,916 and $390,820 for
the years ended December 31, 1995 and 1994, respectively. Accrued interest was
$1,147,854 at December 31, 1995.
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,
owns 63,200 Class A Shares of AMIT. These Class A Shares entitle LAC to vote
approximately 1.5% of the total shares.
Note E - Transactions with Affiliated Parties (continued)
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 F - Investment Properties and Accumulated Depreciation
</TABLE>
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Whispering Pines Apartments $ 4,394,232 $ 579,327 $ 5,210,673 $ (368,684)
Silver Ridge Apartments 4,900,000 641,974 6,244,026 (622,540)
Angeles Partners 16 3,581,940 -- -- --
Totals $12,876,172 $1,221,301 $11,454,699 $ (991,224)
</TABLE>
Note F - Investment Properties and Accumulated Depreciation (continued)
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciated Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Whispering Pines Apartments $ 509,115 $ 4,912,201 $ 5,421,316 $1,167,540 06/30/89 5-40
Silver Ridge Apartments 566,474 5,696,986 6,263,460 1,838,655 12/29/87 5-40
Totals $1,075,589 $10,609,187 $11,684,776 $3,006,195
</TABLE>
The depreciable lives included above are for the buildings and components. The
depreciable lives for related personal property are for 5 to 10 yrs.
Reconciliation of Investment Properties and Accumulated Depreciation :
Years Ended December 31,
1995 1994
Investment Properties
Balance at beginning of year $22,355,656 $22,290,148
Property improvements 312,100 65,508
Property write-down -- --
Dispositions (10,982,980) --
Balance at end of Year $11,684,776 $22,355,656
Accumulated Depreciation
Balance at beginning of year $ 4,771,718 $ 4,107,439
Additions charged to expense 472,626 664,279
Dispositions (2,238,149) --
Balance at End of Year $ 3,006,195 $ 4,771,718
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994, is $13,102,544 and $25,830,208. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1995 and
1994, is $2,599,780 and $3,766,274.
Note G - Sale of Investment Property
On June 12, 1995, the Partnership sold the North Prior Industrial Park to an
unrelated party, recognizing a gain on the sale of $1,009,521. The net proceeds
of $10,324,699, 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
$56,203, 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 E).
As required by the sales agreement, the Partnership established three escrows as
described below:
Tenant Improvements Escrow - This escrow is being held pending completion of
tenant improvements that were begun by the receiver prior to the sale. As the
improvement projects are completed the funds will be disbursed. At December 31,
1995, the escrow balance was $74,513. All funds are expected to be used in the
improvement projects; however, any remaining funds will be used to reduce the
AMIT debt.
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.
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 December 31, 1995, the balance in
this account is $129,464. All funds are expected to be used for attorney fees;
however, any remaining funds will be used to reduce the AMIT debt.
Note H - Other Items
In January 1995, the former holder of the first mortgage secured by the North
Prior Industrial Park, along with the former receiver, initiated two separate
lawsuits against the Partnership and other parties for damages sustained as a
result of the oil spill at the property. In June 1995 the suit with the former
holder of the first mortgage was dismissed. In November 1995, the Partnership
was removed as the defendant and became the Plaintiff in the suit brought by the
former receiver as the receiver is no longer an interested party.
In 1994, the number of Limited Partnership Units decreased by 17 units due to
limited partners abandoning their units. In abandoning his or her Limited
Partnership Units, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment. However, during the year of
abandonment, the Limited Partner will still be allocated his or her share of the
income or loss for that entire year. The loss per limited partnership unit in
the accompanying statement of operations is calculated based on the number of
units outstanding at the beginning of the year.
Item 8. Changes in and Disagreements with Accountant on Accounting and Financial
Disclosures
There were no disagreements with Ernst & Young LLP regarding the 1995 or 1994
audits of the Partnership's financial statements.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
The name of the directors and executive officers of Angeles Realty
Corporation II ("ARC II"), the Partnership's General Partner as of December 31,
1995, their age and the nature of all positions with ARC II presently held by
them are as follows:
Name Age Position
Carroll D. Vinson 55 President
Robert D. Long, Jr. 28 Controller and Principal
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines 36 Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of Metropolitan Asset Enhancement, L.P.,
and subsidiaries since August of 1994. Prior to that, during 1993 to August
1994, Mr. Vinson was affiliated with Crisp, Hughes & Co. (regional CPA firm) and
engaged in various other investment and consulting activities. Briefly, in early
1993, Mr. Vinson served as President and Chief Executive Officer of Angeles
Corporation, a real estate investment firm. From 1991 to 1993, Mr. Vinson was
employed by Insignia in various capacities including Managing Director-President
during 1991. From 1986 to 1990, Mr. Vinson was President and a Director of U.S.
Shelter Corporation, a real estate services company, which sold substantially
all of its assets to Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer. Prior to
joining Metropolitan Asset Enhancement, L.P., and subsidiaries, he was an
auditor for the State of Tennessee and was associated with the accounting firm
of Harshman Lewis and Associates. He is a graduate of the University of
Memphis.
William H. Jarrard, Jr. is Managing Director - Partnership Administration of
Insignia Financial Group, Inc. ("Insignia"). During the five years prior to
joining Insignia in 1991, he served in a similar capacity for U.S. Shelter. He
was previously associated with the accounting firm, Ernst & Whinney, for eleven
years. Mr. Jarrard is a graduate of the University of South Carolina and a
certified public accountant.
John K. Lines has been General Counsel and Secretary of Insignia since June
1994. From May 1993 until June 1994, Mr. Lines was the Assistant General
Counsel and Vice President of Ocwen Financial Corporation in West Palm Beach,
Florida. From October 1991 until April 1993, Mr. Lines was a Senior Attorney
with Banc One Corporation in Columbus, Ohio. From May 1984 until October 1991,
Mr. Lines was employed as an Associate Attorney with Squire Sanders & Dempsey
in Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of Insignia. During the five years
prior to joining Insignia in 1991, she served in a similar capacity for U.S.
Shelter. Ms. Buechler is a graduate of the University of North Carolina.
Item 10. Executive Compensation
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of ARC II. The Partnership has no plan, nor does the
Partnership presently propose a plan, which will result in any remuneration
being paid to any officer or director upon termination of employment. However,
fees and other payments have been made to the Partnership's General Partner and
its affiliates, as described in Note E of the Financial Statements included
under Item 7, which is incorporated herein by reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of January 1, 1996, no person owned of record more than 5% of Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.
The Partnership knows of no contractual arrangements, the operation of the
terms of which may at a subsequent date result in a change in control of the
Partnership, except as follows: Article 12.1 of the Agreement, which provides
that upon a vote of the Limited Partners holding more than 50% of the then
outstanding Limited Partnership Units the General Partner may be expelled from
the Partnership upon 90 days written notice. In the event that a successor
general partner has been elected by Limited Partners holding more than 50% of
the then outstanding Limited Partnership Units and if said Limited Partners
elect to continue the business of the Partnership, the Partnership is required
to pay in cash to the expelled General Partner an amount equal to the accrued
and unpaid management fee described in Article 10 of the Agreement and to
purchase the General Partner's interest in the Partnership on the effective
date of the expulsion, which shall be an amount equal to the difference between
i) the balance of the General Partner's capital account and ii) the fair market
value of the share of Distributable Net Proceeds to which the General Partner
would be entitled. Determination of the fair market value of the share of
Distributable Net Proceeds is defined in Article 12.2 (b) of the Agreement.
Item 12. Certain Relationships and Related Transactions
No transactions have occurred between the Partnership and any officer or
director of ARC II.
During the years ended December 31, 1995, and December 31, 1994, the
transactions that occurred between the Partnership and ARC II or affiliates of
ARC II pursuant to the terms of the Agreement are disclosed under Note E of the
Partnership's Financial Statements included under Item 7, which is hereby
incorporated by reference.
Item 13. Exhibits and Reports on Form 8-K
(a) See Exhibit Index contained herein.
(b) No reports on Form 8-K were filed during the fourth quarter of 1995.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ANGELES PARTNERS 16
(A California Limited Partnership)
(Registrant)
By: Angeles Realty Corporation II
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
Date: March 15, 1996
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities on
the date indicated.
/s/Carroll D. Vinson President March 15, 1996
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller March 15, 1996
Robert D. Long, Jr. (Principal Accounting
Officer)
ANGELES PARTNERS 16
(A Limited Partnership)
Exhibit Index
Exhibit Number Description of Exhibit
3.1 Amended Certificate and Agreement of the Limited
Partnership's filed in the Partnership's prospectus dated
June 15, 1987 which is incorporated herein by reference.
10.1 Agreement of Purchase and Sale of Property with Exhibits -
Angola Beach, filed in Form 8K dated December 29, 1987, which
is incorporated herein by reference.
10.2 Amendment of Contract - Angola Beach filed in Form 8K dated
December 29, 1987, which is incorporated herein by reference.
10.3 Agreement of Purchase and Sale of Property - Silver Ridge
filed in Form 8K dated December 29, 1987, which is
incorporated herein by reference.
10.4 Contract of Sale with Exhibits - Angola Estates, file in Form
8K dated January 12, 1988, which is incorporated herein by
reference.
10.5 First Trust Deed - Angola Beach, filed in Form 10Q dated
September 30, 1988, which is incorporated herein by
reference.
10.6 Agreement of Purchase and Sale of Property - North Prior
filed in Form 8K dated January 18, 1989, which is
incorporated herein by reference.
10.7 Agreement of Purchase and Sale of Property - Whispering Pines
filed in Form 8K dated July 19, 1989, which is incorporated
herein by reference.
10.8 Stock Purchase Agreement dated November 24, 1992 showing the
purchase of 100% of the outstanding stock of Angeles Realty
Corporation II by IAP GP Corporation, a subsidiary of MAE GP
Corporation, filed in Form 8-K dated December 31, 1992, which
is incorporated herein by reference.
10.9 Agreement of Purchase and Sale of Property - Angola Beach and
Angola Estates Mobile Home Park filed in Form 8K dated May
20, 1993, which is incorporated herein by reference.
10.10 Letter from the Registrant's former independent accountant
regarding its concurrence with the statements made by the
Registrant is incorporated by reference to the exhibit filed
with Form 8K dated September 1, 1993.
Exhibit Number Description of Exhibit
10.11 Purchase Agreement with Exhibits between Angeles Partners 16
and North Prior, L.L.C. dated March 3, 1993, documenting the
sale of North Prior Industrial Park.
10.12 First Amendment to Purchase Agreement with Exhibits between
Angeles Partners 16 and North Prior, L.L.C. dated June 12,
1995, documenting the sale of North Prior Industrial Park.
10.13 Assignment and Assumption of Leases with Exhibits between
Angeles Partners 16 and North Prior, L.L.C. dated June 12,
1995.
10.14 Assignment and Assumption of Service Contracts with Exhibits
between Angeles Partners 16 and North Prior Industrial,
L.L.C. dated June 12, 1995.
10.15 Assignment of Permits and Warranties with Exhibits between
Angeles Partners 16 and North Prior, L.L.C. dated June 12,
1995.
10.16 Assignment of Rents and Leases with Exhibits between Angeles
Partners 16 and Towle Real Estate Company dated June 12,
1995.
10.17 Assignment of Service Contracts with Exhibits between Angeles
Partners 16 and Towle Real Estate Company dated June 12,
1995.
10.18 Assignment of Permits and Warranties with Exhibits between
Angeles Partners 16 and Towle Real Estate Company dated June
12, 1995.
27 Financial Data Schedule, is filed as an exhibit to this
report.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners 16 1995 Year-End 10-KSB and is qualified in its entirety by reference
to such 10-KSB filing.
</LEGEND>
<CIK> 0000812187
<NAME> ANGELES PARTNERS 16
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 405,772
<SECURITIES> 0
<RECEIVABLES> 139,499
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 11,684,776
<DEPRECIATION> (3,006,195)
<TOTAL-ASSETS> 11,106,881
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 12,876,172
0
0
<COMMON> 0
<OTHER-SE> (5,130,938)
<TOTAL-LIABILITY-AND-EQUITY> 11,106,881
<SALES> 0
<TOTAL-REVENUES> 2,929,190
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,689,371
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,507,448
<INCOME-PRETAX> (694,457)
<INCOME-TAX> 0
<INCOME-CONTINUING> (694,457)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (694,457)
<EPS-PRIMARY> (48.99)
<EPS-DILUTED> 0
<FN>
<F1>The Partnership has an unclassified balance sheet.
</FN>
</TABLE>
