FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period.........to.........
Commission file number 0-16209
ANGELES PARTNERS 16
(Exact name of small business issuer as specified in its charter)
California 95-4106417
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
(864) 239-1000
Issuer's telephone number
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) ANGELES PARTNERS 16
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 1997
Assets
Cash and cash equivalents:
Unrestricted $ 623
Restricted--tenant security deposits 65
Accounts receivable 21
Escrow for taxes 160
Restricted escrows (Note D) 1,226
Other assets 232
Investment properties:
Land $ 1,076
Buildings and related personal property 10,710
11,786
Less accumulated depreciation (3,454) 8,332
$ 10,659
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 13
Tenant security deposits 65
Accrued taxes 329
Accrued interest 1,386
Other liabilities (Note D) 835
Notes payable, including $7,164 in default 13,581
Partners' Deficit
General partner $ (173)
Limited partners (13,993 units
issued and outstanding) (5,377) (5,550)
$ 10,659
See Accompanying Notes to Financial Statements
b) ANGELES PARTNERS 16
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 595 $ 581 $ 1,204 $ 1,172
Other income 79 52 132 105
Total revenues 674 633 1,336 1,277
Expenses:
Operating 216 200 453 415
General and administrative 41 38 66 75
Maintenance 45 39 85 73
Depreciation 76 74 151 147
Interest 358 294 645 616
Property taxes 90 64 197 185
Total expenses 826 709 1,597 1,511
Loss before (loss) gain on
sale of investment
property and income from
litigation settlement (152) (76) (261) (234)
(Loss) gain on sale of
investment property -- (44) -- 20
Income from settlement of
litigation 340 -- 340 --
Net income (loss) $ 188 $ (120) $ 79 $ (214)
Net income (loss) allocated
to general partner (1%) $ 2 $ (1) $ 1 $ (2)
Net income (loss) allocated
to limited partners (99%) 186 (119) 78 (212)
Net income (loss) $ 188 $ (120) $ 79 $ (214)
Net income (loss) per limited
partnership unit: $ 13.29 $ (8.50) $ 5.57 $ (15.15)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
c) ANGELES PARTNERS 16
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 14,050 $ 1 $ 14,050 $ 14,051
Partners' deficit at
December 31, 1996 13,993 $ (174) $ (5,455) $ (5,629)
Net income for the six months
ended June 30, 1997 -- 1 78 79
Partners' deficit at
June 30, 1997 13,993 $ (173) $ (5,377) $ (5,550)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
d) ANGELES PARTNERS 16
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 79 $ (214)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation 151 147
Amortization of loan costs 4 4
Gain on sale of investment property -- (20)
Change in accounts:
Restricted cash 2 2
Accounts receivable 2 119
Escrows for taxes 65 80
Other assets (22) 1
Accounts payable (24) (23)
Tenant security deposit liabilities -- (2)
Accrued taxes (76) (104)
Accrued interest 55 239
Other liabilities (73) (127)
Net cash provided by operating activities 163 102
Cash flows from investing activities:
Property improvements and replacements (39) (27)
Deposits to restricted escrows (212) (181)
Withdrawals from restricted escrows 229 299
Net cash (used in) provided by
investing activities (22) 91
Cash flows from financing activities:
Payments on notes payable (47) (92)
Additions to notes payable -- 44
Net cash used in financing activities (47) (48)
Net increase in unrestricted cash and cash
equivalents 94 145
Unrestricted cash and cash equivalents at
beginning of period 529 406
Unrestricted cash and cash equivalents at
end of period $ 623 $ 551
Supplemental disclosure of cash flow information:
Cash paid for interest $ 586 $ 372
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
e)
ANGELES PARTNERS 16
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
June 30, 1997
NOTE A - GOING CONCERN
The financial statements have been prepared assuming Angeles Partners 16 (the
"Partnership" or the "Registrant") will continue as a going concern. The
Partnership has incurred recurring operating losses, is in default on a portion
of its indebtedness and continues to suffer from inadequate liquidity. As a
result, the Partnership has not had cash available to perform the substantial
rehabilitation necessary at each of the investment properties.
The first mortgage, in the amount of $4,288,000, which is secured by Whispering
Pines Apartments, is in default due to nonpayment upon its maturity in January
1997. Angeles Realty Corporation II (the "General Partner") is in negotiations
with the current lender and others to refinance this indebtedness, however there
can be no assurances that these negotiations will be successful. In addition,
the second trust deed, in the amount of $375,000, which is secured by Silver
Ridge Apartments, matures in December 1997. The General Partner anticipates that
the Partnership will be able to repay this obligation upon maturity.
The Partnership is in default on $2,876,000 of unsecured indebtedness payable to
Angeles Mortgage Investment Trust ("AMIT") (See "Note C"), plus related accrued
interest of $672,000, due to its inability to make interest and principal
payments when due. The lender obtained a judgment against the Partnership that
secures their position on $2,016,000 of this indebtedness ("North Prior debt").
On June 19, 1997, a Notice of Sheriff's Execution Sale of Personal and Real
Property was filed for the sale of Silver Ridge Apartments. The sale is
scheduled to occur on August 27, 1997, however the General Partner is in
negotiations with AMIT and anticipates that these negotiations will result in
AMIT purchasing the second trust deed secured by this property. Therefore this
property would not be lost through foreclosure. However, the General Partner
can not guarantee that such negotiations will be successful. The Partnership
also has an unsecured working capital loan payable to Angeles Acceptance Pool,
L.P. ("AAP") of $1,517,000 plus related accrued interest of $669,000 that is due
in November 1997. The General Partner is presently negotiating a forbearance
agreement with AAP, however there can be no assurance that this negotiation with
the lender will be successful.
Limited sources of additional financing are available to the Partnership and the
General Partner does not have any other plans to remedy the liquidity problems
the Partnership is currently experiencing. The General Partner anticipates
positive cash flow after the payment of operating and capital expenditures for
Whispering Pines Apartments for 1997. Additionally, the General Partner
anticipates positive cash flow after the payment of operating and capital
expenditures and debt service for Silver Ridge Apartments for 1997. The General
Partner anticipates that the unrestricted cash of $623,000 at June 30, 1997,
will be sufficient to cover all Partnership level operating expenditures for the
remainder of 1997; however, it does not anticipate paying all AMIT and AAP debt
service costs.
As a result of the above conditions, there is substantial doubt about the
Partnership's ability to continue as a going concern. The financial statements
do not include any adjustments to reflect the possible future effects on the
recoverability or classification of assets or amounts or classification of
liabilities that may result from these uncertainties.
NOTE B - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of the General Partner, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and six months ended June 30, 1997,
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1997. For further information, refer to the
financial statements and footnotes thereto included in the Partnership's annual
report on Form 10-KSB for the fiscal year ended December 31, 1996.
Certain reclassifications have been made to the 1996 balances to conform to the
1997 presentation.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. The following amounts were paid to the General Partner and
affiliates during the six months ended June 30, 1997 and 1996:
1997 1996
(in thousands)
Property management fees $65 $62
Reimbursement for services of affiliates 35 31
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.
In November 1992, 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 $669,000, was
$2,186,000 at June 30, 1997, 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 $79,000 and $78,000 for the six months ended
June 30, 1997 and 1996.
AMIT currently holds two unsecured notes receivable from the Partnership. Total
indebtedness of $2,876,000 is in default at June 30, 1997, due to non-payment of
principal and interest when due. Total interest expense on this financing was
$304,000 and $274,000 for the six months ended June 30, 1997 and 1996,
respectively. Accrued interest was $672,000 at June 30, 1997.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. The terms of the Class B Shares provide that
they are convertible, in whole or in part, into Class A Shares on the basis of 1
Class A Share for every 49 Class B Shares (however, in connection with the
settlement agreement described in the following paragraph, MAE GP has agreed not
to convert the Class B Shares so long as AMIT's option is outstanding). These
Class B Shares entitle MAE GP to receive 1% of the distributions of net cash
distributed by AMIT (however, in connection with the settlement agreement
described in the following paragraph, MAE GP has agreed to waive it's right to
receive dividends and distributions so long as AMIT's option is outstanding).
These Class B Shares also entitle MAE GP to vote on the same basis as Class A
Shares, providing MAE GP with approximately 39% of the total voting power of
AMIT (unless and until converted to Class A Shares, in which case the percentage
of the vote controlled represented by the shares held by MAE GP would
approximate 1.3% 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 and 1996 annual meetings 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 L.L.C.,
an affiliate of the General Partner and an affiliate of Insignia Financial
Group, Inc. ("Insignia"), which provides property management and partnership
administration services to the Partnership, owns 96,800
Class A Shares of AMIT at June 30, 1997. These Class A Shares represent
approximately 2.2% of the total voting power of AMIT.
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. In connection with such settlement, AMIT delivered to MAE
GP cash in the sum of $250,000 at closing (which occurred April 14, 1995) as
payment for the option. If and when the option is exercised, AMIT will be
required to remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option and as part of the settlement,
MAE GP executed an irrevocable proxy in favor of AMIT, the result of which is
that MAE GP is permitted 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 is obligated to deliver 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).
On April 3, 1997, Insignia and AMIT entered into a non-binding agreement in
principle contemplating, among other things, a business combination of AMIT and
Insignia Properties Trust, an entity owned 98% by Insignia and its affiliates
("IPT"). On July 18, 1997, IPT, Insignia and MAE GP entered into a definitive
merger agreement pursuant to which (subject to shareholder approval and certain
other conditions, including the receipt by AMIT of a fairness opinion from its
investment bankers) AMIT would be merged with and into IPT, with each Class A
Share and Class B Share being converted into 1.625 and 0.0332 common shares of
IPT, respectively. The foregoing exchange ratios are subject to adjustment to
account for dividends paid by AMIT from January 1, 1997, through the closing
date of the merger. It is anticipated that Insignia (and its affiliates) and
MAE GP (and its affiliates) would own approximately 55% and 2.4%, respectively,
of post-merger IPT when this transaction is consummated.
NOTE D - ENVIRONMENTAL ESCROW
In 1995, the Partnership sold the North Prior Industrial Park to an unrelated
party. As required by the sales agreement, the Partnership established three
escrows, one of which has not been expended at June 30, 1997, as described
below:
Environmental Escrow - This escrow was established for costs associated with
fuel oil contamination at the property. In January 1993, a local fuel oil
distributor pumped fuel oil into a testing well instead of into the storage tank
at North Prior Industrial Park. The Partnership notified the necessary
authorities and engaged an environmental engineering firm to develop a plan of
action to clean up the site. The cost of the clean up, which is not covered by
insurance, is estimated to be approximately $900,000 over a five year period. A
liability has been recorded to cover the estimated costs to clean-up the site
and is included in "Other liabilities", and the funds have been set aside in an
escrow account. At June 30, 1997, the balance remaining in the account was
$860,000. The Partnership entered into an agreement with the buyer of the
property limiting the Partnership's liability, with regard to the clean up of
this site, to the balance of the escrow account. This agreement will terminate
when the Partnership receives a "Site Closure Letter" from the Minnesota
Pollution and Control Agency. Upon receipt of this letter, any remaining funds
in the escrow account will be used to pay down the AMIT debt.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the six
months ended June 30, 1997 and 1996:
Property
1997 1996
Whispering Pines Apartments
Fitchburg, Wisconsin (1) 96% 89%
Silver Ridge Apartments
Maplewood, Minnesota 95% 98%
1) Average occupancy at Whispering Pines Apartments increased due to rental
concessions being offered, as well as the completion of construction that
was impeding access to the property.
The Partnership realized net income of $188,000 and $79,000, respectively, for
the three and six months ended June 30, 1997, versus net losses of $120,000 and
$214,000, respectively, for the same period in 1996. The increase in net income
for 1997 is attributable to income of $340,000 from the settlement of certain
litigation (See discussion below).
The Partnership experienced an increase in losses before the litigation
settlement due to an overall increase in total expenses, which was only
partially offset by an increase in total revenues. Rental income increased due
to an increase in occupancy at Whispering Pines Apartments, along with an
increase in rental rates at both Whispering Pines Apartments and Silver Ridge
Apartments. Operating expenses increased as a result of concessions being
offered at Whispering Pines Apartments, in an effort to increase occupancy.
Also, interest expense increased due to the assessment of a late charge on the
$860,000 note payable to AMIT ("Angola debt") due to the maturity of the note on
June 30, 1997, along with the increasing default interest charged on the North
Prior debt. These increases were partially offset by a decrease in general and
administrative expense due to a decrease in professional fees.
As mentioned previously, the Partnership sold North Prior Industrial Park on
June 12, 1995. As a result of the sale, tenant receivable balances were written
off due to the doubts regarding the collectibility of such amounts. However,
during the six months ended June 30, 1996, $8,000 in receivables were collected
and the funds were remitted to AMIT to reduce the principal balance. In
addition, during the six months ended June 30, 1996, tenant improvement projects
were completed, as required by the sale of the property, and funds remaining in
the escrow account were also remitted to AMIT to reduce the principal balance.
The funds remitted amounted to $56,000. As per the terms of the promissory note
agreement between the Partnership and AMIT, all attorney's fees and costs
incurred by AMIT in pursuit of collection of this note shall be paid by the
Partnership. During the six months ended June 30, 1996, $44,000 in costs were
added to the outstanding principal balance and was recorded as a loss on the
sale of the property. The net gain on the sale of the property for the six
months ended June 30, 1996, amounted to $20,000.
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. The Partnership is the Plaintiff in a lawsuit filed against the fuel
distributor, among others, for damages sustained as a result of the above. A
mediation hearing was held in December 1996 in which the defendants agreed that
the claims may be resolved by payment by the defendants to the Partnership.
During the second quarter of 1997, a complete settlement of the litigation was
concluded. The total amount of the settlement was $340,000. These funds were
remitted to AMIT and were applied to the principal balance ($11,000) and accrued
interest ($329,000) on the North Prior debt.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the General Partner attempts to protect the Partnership from the
burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.
At June 30, 1997, the Partnership had unrestricted cash and cash equivalents of
$623,000 versus $551,000 at June 30, 1996. Net cash provided by operating
activities increased due to the increase in net income, as explained above,
partially offset by an increase in accounts receivable. The large decrease in
accounts receivable for the period ended June 30, 1996, results from the
collection of monies held by the receiver of North Prior Industrial Complex.
Despite the fact that the Partnership has debt which is in default and the
Partnership is not servicing this debt on a monthly basis, causing interest to
continue to accrue, accrued interest increased by a lesser amount during the six
months ended June 30, 1997. This is due to the interest payment of $329,000 as
a result of the receipt of the settlement on the North Prior litigation. Cash
flows from investing activities decreased due to increased deposits to
restricted escrows and decreased withdrawals from restricted escrows. Cash
flows used in financing activities decreased in part due to decreased principal
payments made on mortgage notes payable. For the six months ended June 30, 1996,
the Partnership made additional principal payments on the North Prior debt.
These additional payments were primarily the result of unused funds that were
previously held in escrow. Also, during the six months ended June 30, 1996,
additions to notes payable of approximately $44,000 were recorded as a result of
the costs incurred by AMIT in pursuit of the collection of the North Prior debt.
No such activity occurred during the six months ended June 30, 1997.
The financial statements have been prepared assuming the Partnership will
continue as a going concern. The Partnership has incurred recurring operating
losses, is in default on a portion of its indebtedness and continues to suffer
from inadequate liquidity. As a result, the Partnership has not had cash
available to perform the substantial rehabilitation necessary at each of the
investment properties.
The first mortgage, in the amount of $4,288,000, which is secured by Whispering
Pines Apartments, is in default due to nonpayment upon its maturity in January
1997. The General Partner is in negotiations with the current lender and others
to refinance this indebtedness, however there can be no assurances that these
negotiations will be successful. In addition, the second trust deed, in the
amount of $375,000, which is secured by Silver Ridge Apartments, matures in
December 1997. The General Partner anticipates that the Partnership will be able
to repay this obligation upon maturity.
The Partnership is in default on $2,876,000 of unsecured indebtedness payable to
AMIT (See "Note C"), plus related accrued interest of $672,000, due to its
inability to make interest and principal payments when due. The lender obtained
a judgment against the Partnership that secures their position on $2,016,000 of
this indebtedness (North Prior debt). On June 19, 1997, a Notice of Sheriff's
Execution Sale of Personal and Real Property was filed for the sale of Silver
Ridge Apartments. The sale is scheduled to occur on August 27, 1997, however
the General Partner is in negotiations with AMIT and anticipates that these
negotiations will result in AMIT purchasing the second trust deed secured by
this property. Therefore this property would not be lost through foreclosure.
However, the General Partner can not guarantee that such negotiations will be
successful. The Partnership also has an unsecured working capital loan payable
to AAP of $1,517,000 plus related accrued interest of $669,000 that is due in
November 1997. The General Partner is presently negotiating a forbearance
agreement with AAP, however there can be no assurance that this negotiation with
the lender will be successful.
Limited sources of additional financing are available to the Partnership and the
General Partner does not have any other plans to remedy the liquidity problems
the Partnership is currently experiencing. The General Partner anticipates
positive cash flow after the payment of operating and capital expenditures for
Whispering Pines Apartments for 1997. Additionally, the General Partner
anticipates positive cash flow after the payment of operating and capital
expenditures and debt service for Silver Ridge Apartments for 1997. The General
Partner anticipates that the unrestricted cash of $623,000 at June 30, 1997,
will be sufficient to cover all Partnership level operating expenditures for the
remainder of 1997; however, it does not anticipate paying all AMIT and AAP debt
service costs.
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. The mortgage indebtedness
of $13,581,000 consists of, (1) a first mortgage of $4,288,000, which is in
default due to its maturity in January 1997 (2) a second trust deed and a
working capital loan with principal balances of $375,000 and $1,517,000,
respectively, and with maturity dates in December and November 1997,
respectively; and (3) a first mortgage bond payable in the principal amount of
$4,525,000 due July 2023. The Partnership also has unsecured debt to AMIT in
the amount of $860,000 and $2,016,000 with maturity dates of June 1997 and June
1996, respectively, which is in default due to non-payment of principal and
interest when due. Future cash distributions will depend on the levels of net
cash generated from operations, refinancings and property sales. There were no
cash distributions during the six months ended June 30, 1997 or June 30, 1996.
At this time, the General Partner does not anticipate making a cash distribution
during fiscal 1997.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In January 1993, a local fuel oil distributor pumped fuel oil into a testing
well instead of into the storage tank at North Prior Industrial Park. The
Partnership notified the necessary authorities and engaged an environmental
engineering firm to develop a plan of action to clean up the site. The cost of
the clean up, which is not covered by insurance, is estimated to be
approximately $900,000 over a five year period. A liability has been recorded
to cover the estimated costs to clean up the site and the funds have been set
aside in an escrow account. The Partnership entered into an Environmental
Undertaking and Indemnity Agreement with the buyer of the property limiting the
Partnership's liability with regard to the clean up of this site to the balance
of the escrow account. This agreement will terminate when the Partnership
receives a "Site Closure Letter" from the Minnesota Pollution and Control
Agency. Upon receipt of this letter, any remaining funds in the escrow account
will be used to pay down Partnership debt to AMIT. In January 1995, the holder
of the first mortgage, along with the former receiver, initiated two separate
lawsuits against the Partnership, among others, for damages sustained as a
result of the above. In June 1995 the suit with the former holder of the first
mortgage was dismissed. During November 1995, the Partnership was removed as
the defendant and became the Plaintiff in the lawsuit initiated by the former
receiver in a suit filed against the fuel distributor, among others. The former
receiver was removed as Plaintiff in the suit due to it no longer being a party-
in-interest. A mediation hearing was held in December 1996 in which the
defendants agreed that the claims may be resolved by payment by the defendants
to the Partnership. During the second quarter of 1997, a complete settlement of
the litigation was concluded. The total amount of the settlement was $340,000.
During the third quarter of 1996, AMIT filed a complaint against the
Partnership, in the State of Minnesota, demanding payment on the $2,016,000
obligation plus accrued interest. At June 30, 1997, accrued interest on this
debt payable to AMIT totaled $143,000. The debt was in default previously due
to non-payment of interest and now is in default due to non-payment upon
maturity. AMIT has obtained a judgment against the Partnership. On June 19,
1997, a Notice of Sheriff's Execution Sale of Personal and Real Property was
filed for the sale of Silver Ridge Apartments. The sale is scheduled to occur
on August 27, 1997.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the six months ended June 30, 1997.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES PARTNERS 16
By: Angeles Realty Corporation II
General Partner
By: /s/ Carroll D. Vinson
Carroll D. Vinson
President
By: /s/ Robert D. Long
Robert D. Long
Vice President/CAO
Date: August 1, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners 16 1997 Second Quarter 10-QSB and is qualified in its entirety by
reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000812187
<NAME> ANGELES PARTNERS 16
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 623
<SECURITIES> 0
<RECEIVABLES> 21
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 11,786
<DEPRECIATION> 3,454
<TOTAL-ASSETS> 10,659
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 13,581
0
0
<COMMON> 0
<OTHER-SE> (5,550)
<TOTAL-LIABILITY-AND-EQUITY> 10,659
<SALES> 0
<TOTAL-REVENUES> 1,336
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,597
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 645
<INCOME-PRETAX> 79
<INCOME-TAX> 0
<INCOME-CONTINUING> 79
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 79
<EPS-PRIMARY> 5.57<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
