TWELVE AMH ASSOCIATES LTD PARTNERSHIP
10QSB, 1996-05-15
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarter ended March 31, 1996     Commission File Number n-nnnnn 



                TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
       (Exact name of small business issuer as specified in its charter)



        Massachusetts                               04-2833662   
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization


One International Place, Boston, MA                             02110
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:        (617) 330-8600


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    YES X      NO

<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

<TABLE>
STATEMENT OF OPERATIONS

For the Three Months Ended
March 31, 1996 and 1995 (Unaudited) (Note 1)                                        1996                  1995
- - --------------------------------------------------------------------------------------------------------------

<S>                                                                           <C>                       <C>
REVENUES:
       Interest income                                                        $            23              -

Expenses:
       Interest                                                                     1,786,302             1,628,915
       Related party interest                                                          17,189                38,221
       Amortization                                                                   101,157               101,157
       Related party management fee                                                   75,000                 75,000
       General and administrative                                                         558                 5,255
                                                                             --------------------------------------
                                                                                    1,980,206             1,848,548
                                                                                 ----------------------------------

Loss from Operations                                                              (1,980,183)           (1,848,548)

Equity in Losses from Operating
       Partnerships                                                               (1,697,897)           (1,504,378)
                                                                                  --------------------------------


Net Loss                                                                         $(3,678,080)          $(3,352,926)
                                                                                 =================================


Net Loss Allocated to General Partners                                         $     (36,781)        $     (33,529)
                                                                               ===================================


Net Loss Allocated to Limited Partners                                           $(3,641,299)          $(3,319,397)
                                                                                 =================================


Net Loss per Unit of Limited  Partnership Interest                            $       (6.069)       $       (5,532)
                                                                              ====================================
</TABLE>

<PAGE>

   The accompanying notes are an integral part of these financial statements.





<TABLE>
BALANCE SHEETS


March 31, 1996 and December 31, 1995                                       March 31,             December 31
                                                                                1996                    1996
                                                                         (Unaudited)               (Audited)

ASSETS
<S>                                                                         <C>                  <C>        
Investments in Operating Partnerships                                       $5,393,118           $ 8,691,341
Deferred financing fee, net of accumulated
amortization of $38,609 and $37,778
respectively                                                                    11,391                12,222
Cash and cash equivalents                                                        1,839                    40
                                                                       -------------------------------------

TOTAL ASSETS                                                              $ 5,406,348             $ 8,703,603
                                                                          ===================================


LIABILITIES
Purchase Money Note, net of unamortized
   discount                                                               $47,547,721           $46,149,350
Notes payable                                                               9,873,978             9,873,978
Accrued interest on operating deficit notes                                16,509,072            16,121,141
Accrued expenses                                                              -                      24,084
Due to affiliates                                                           3,637,063             5,018,456
                                                                       ------------------------------------
                                                                          $77,567,834           $77,187,009
                                                                         ----------------------------------

PARTNERS' CAPITAL (DEFICIT):
Limited partners - Units of Limited
   Partnership Interest, $96,250 stated
   value per unit; authorized, issued
    and outstanding - 600 Units                                          ($70,913,590)         ($67,272,291)
 General partners                                                      (    1,247,896)       (    1,211,115)
                                                                       ------------------------------------
                                                                         ($72,161,486)         ($68,483,406)

TOTAL LIABILITIES AND PARTNERS' CAPITAL                                $    5,406,348        $    8.703,603
                                                                       ====================================
</TABLE>
<PAGE>

   The accompanying notes are an integral part of these financial statements.



<TABLE>
STATEMENT OF CASH FLOWS

For the Three Months Ended
March 31, 1996 and 1995 (Unaudited) (Note 1)                                                 1996                  1995
- - -----------------------------------------------------------------------------------------------------------------------

<S>                                                                                     <C>                   <C>         
Cash flows from operating activities:
   Net loss......................................................................       $(3,678,080)          $(3,352,926)
   Adjustments to reconcile net loss to net cash used
      in operating activities:
           Amortization..........................................................            101,157               101,157
           Equity in loss of Operating Partnerships                                        1,697,897             1,504,378
           Changes in assets and liabilities:
           Interest added to loan principal on Purchase
               Money Note........................................................          1,398,371             1,240,984
           Increase in accrued interest on operating deficit notes                           387,931               387,931
           Decrease in accrued expenses..........................................      (     24,084)                     -
           (Decrease) increase in due to affiliates                                      (1,381,393)               118,421
                                                                                        -----------           ------------

           Net cash used in operating activities.................................        (1,498,201)          (        55)

   Cash flows from investing activities:
      Cash distribution from Operating Partnerships                                       1,500,000                      -
                                                                                       ------------           ------------

           Net cash provided by investing activities                                      1,500,000                      -
                                                                                       ------------           ------------

   Increase (Decrease) in cash and cash equivalents
      during the year............................................................              1,799       (           55)

   Cash and cash equivalents, beginning of period                                                 40                  360
                                                                                              ---------------------------

Cash and cash equivalents, end of period......................................           $1,839                     $ 305
   ================================== 

</TABLE>
   The accompanying notes are an integral part of these financial statements.




<TABLE>
STATEMENTS OF CHANGES IN PARTNERS' DEFICIT




                                                 UNITS OF              INVESTOR
For the Three Months Ended                        LIMITED               LIMITED               GENERAL
March 31, 1996 and 1995                         PARTNERSHIP            PARTNERS'             PARTNERS'             TOTAL
(Unaudited) (Note 1)                             INTEREST               CAPITAL               CAPITAL             CAPITAL
- - -------------------------------------------------------------------------------------------------------------------------


<S>                                                   <C>            <C>                  <C>                    <C>          
Balance, December 31, 1995                            600            $(67,272,291)        $(  1,211,115)         $(68,483,406)
Net loss                                                             (  3,641,299)       (       36,781)         (  3,678,080)
                                   ------------------------------------------------------------------------------------------
Balance March 31, 1996                                 600           $(70,913,590)         $( 1,247,896)         $(72,161,486)
                                       ======================================================================================


Balance, December 31, 1994                             600           $(55,865,456)        $(  1,095,894)         $(56,961,350)
Net loss                                                             (  3,319,397)       (       33,529)         (  3,352,926)
                                   ------------------------------------------------------------------------------------------
Balance March 31, 1995                                 600           $(59,184,853)        $(  1,129,423)         $(60,314,276)
                                       ======================================================================================

</TABLE>
<PAGE>
   The accompanying notes are an integral part of these financial statements.



NOTES TO FINANCIAL STATEMENTS
March 31, 1996
(Unaudited)


1.         ACCOUNTING AND FINANCIAL REPORTING POLICIES

           The condensed financial statements included herein have been prepared
           by  the  Registrant,   without  audit,  pursuant  to  the  rules  and
           regulations   of  the  Securities   and  Exchange   Commission.   The
           Registrant's  accounting  and  financial  reporting  policies  are in
           conformity with generally accepted accounting  principles and include
           adjustments  in  interim  periods  considered  necessary  for a  fair
           presentation  of the results of operations.  Certain  information and
           footnote   disclosures  normally  included  in  financial  statements
           prepared in accordance with generally accepted accounting  principles
           have  been   condensed   or  omitted   pursuant  to  such  rules  and
           regulations.   It  is  suggested  that  these   condensed   financial
           statements be read in conjunction  with the financial  statements and
           the notes thereto included in the  Registrant's  latest annual report
           on Form 10-K.


<PAGE>



          The  accompanying   financial  statements  reflect  the  Partnership's
          results of operations  for an interim  period and are not  necessarily
          indicative of the results of operations  for the year ending  December
          31, 1996.

2.         TAX LOSS

           The  Partnership's  taxable  loss for 1996 is expected to differ from
           that for  financial  reporting  purposes  primarily due to accounting
           differences   in  the   recognition  of   depreciation   and  certain
           capitalized costs.

3.         RELATED PARTY TRANSACTIONS

           Certain  loans and  interest due to  affiliates  were repaid from the
           $1,500,000 cash distribution from Square 254. These included $129,166
           to First  Winthrop  Corporation  as a repayment  of its  non-interest
           bearing advances to the Partnership for administrative  expenses; and
           to Two Winthrop  Properties Inc.,  $822,284 of accrued interest as of
           December 31, 1995, $14,198 of accrued interest for the period January
           1 - January 31, 1996, and a $507,934  partial  repayment of principal
           on its $667,000 note.


ITEM 2. -         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                  OF OPERATION


This Item should be read in conjunction with the financial  statements and other
items contained elsewhere in the report.

Liquidity and Capital Resources

The  Partnership's  only  assets  consist  of  its  66.67%  general  partnership
interests in Square 254 Limited  Partnership  ("Square  254") and National Place
Land Limited Partnership ("National Place"). Square 254 and National Place own a
multiple-use complex located in Washington D.C. known as National Place, and the
underlying land, respectively.

The Partnership's primary source of revenue is distributions from Square 254 and
National Place  (collectively,  the "Operating  Partnerships").  The Partnership
requires cash to pay management fees and general and administrative expenses and
may require cash to satisfy its  obligations  to fund any operating  deficits of
the Operating Partnerships.

The Partnership  received no cash distributions from the Operating  Partnerships
through  1995.  During the three months ended March 31,  1996,  the  Partnership
received a $1,500,000 distribution from Square 254.

The Partnership's liquidity based on cash and cash equivalents improved from $40
at December 31, 1995 to $1,839 at March 31, 1996. The  Partnership's  $1,500,000
provided by operating  activities was substantially offset by $1,498,201 used in
operating  activities  including  $1,473,582  of loan  payments  to the  general
partner and an affiliate of the general partner.

Based on (i) Square 254's  distribution  of $665,570 in April 1996,  (ii) Square
254's  budget for 1996 which shows  sufficient  reserves at year-end  1996 for a
cash  distribution in 1997 and (iii) Square 254's  anticipation of a refinancing
of its debt at  lower  interest  rates  in 1996  with a  resulting  decrease  in
interest  expense in future years,  the General Partners believe that Square 254
will  continue  to  generate  sufficient  cash  flow to  distribute  cash to the
Partnership  on a  consistent  basis in the  foreseeable  future.  However,  the
ability  of Square  254 to  generate  sufficient  cash flow is  subject  to many
factors  outside the control of the  Partnership.  Accordingly,  there can be no
assurance that Square 254 will be able to make distributions to its partners.

Based on the Partnership's  current and expected cash flow, the Partnership will
not have  sufficient  funds to satisfy  its  existing  indebtedness  at maturity
(August 1999).  Accordingly,  if the Partnership cannot refinance or modify this
indebtedness  on  favorable  terms,  or  sell  its  interest  in  the  Operating
Partnerships for sufficient  value, the Partnership may lose its interest in the
Operating Partnerships through foreclosure.  In addition, any distributions made
by the  Operating  Partnerships  will be applied  first to satisfy the remaining
$159,066  plus accrued  interest due to  affiliates  for prior loans made to the
Partnership,  and $3,475,000 in accrued management fees due to affiliates.  As a
result,  at this time it appears  that  investors  in the  Partnership  will not
receive a return of a significant portion of their investment.



<PAGE>



Results of Operations

The  Partnership's  expenses  for the three  months  ended  March 31,  1996 were
$131,658 (or 7.1%)  greater  than  expenses for the three months ended March 31,
1995. This increase resulted from an increase in accrued interest expense on the
loans  made  to the  Partnership  to  acquire  its  interests  in the  Operating
Partnerships.  All interest on such loans is accrued and will be due and payable
upon the maturities of such loans.

Equity in loss from Operating  Partnerships for the three months ended March 31,
1996 increased 12.9% (from  $1,504,378 to $1,697,897)  when compared to the same
period last year.  This increase was primarily due to a decline in the operating
results of the Operating  Partnerships.  Net operating  income  generated by the
Hotel  portion of the  mixed-use  complex  owned by Square 254 decreased for the
three months  ended March 31, 1996  compared to the three months ended March 31,
1995, due primarily to lower  occupancy  levels.  The operating  results for the
Office Towers portion of the complex  increased for the three months ended March
31, 1996,  due to the  re-leasing of vacant space.  Equity in loss from the Land
Partnership  increased for the three months ended March 31, 1996 compared to the
three  months  ended  March 31,  1995  primarily  as a result of an  increase in
interest expense.

<PAGE>




PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.

          Exhibit 27,  Financial Data  Schedule,  is filed as an exhibit to this
          report.

          Reports  on Form  8-K:  No Report  on Form 8-K was  filed  during  the
          period.

<PAGE>




                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.
                              TWELVE AMH ASSOCIATES
                               LIMITED PARTNERSHIP
                                  (Registrant)

                        By: Two Winthrop Properties, Inc.
                            Managing General Partner

                            By: /s/ Michael L. Ashner
                                    Michael L. Ashner
                                    Chief Executive Officer


                            By: /s/ Edward V. Williams
                                    Edward V. Williams
                                    Chief Financial officer


DATED:  May 14, 1996

<PAGE>



<TABLE> <S> <C>

    <ARTICLE>                                                      5
    <LEGEND>
    This schedule contains summary financial information
    extracted from unaudited financial statements for the
    three month period ending March 31, 1996 and is
    qualified in its entirety by reference to such financial
    statements
    </LEGEND>
    <CIK>                                               0000748524
    <NAME>            TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
    <MULTIPLIER>                                                   1
    <CURRENCY>                              U.S. Dollars
           
    <S>                                     <C>
    <PERIOD-TYPE>                           3-MOS
    <FISCAL-YEAR-END>                       DEC-31-1996
    <PERIOD-START>                          JAN-01-1996
    <PERIOD-END>                            MAR-31-1996
    <EXCHANGE-RATE>                                                1
    <CASH>                                                     1,839
    <SECURITIES>                                                   0
    <RECEIVABLES>                                                  0
    <ALLOWANCES>                                                   0
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                           1,839
    <PP&E>                                                         0
    <DEPRECIATION>                                                 0
    <TOTAL-ASSETS>                                         5,406,348
    <CURRENT-LIABILITIES>                                          0
    <BONDS>                                                        0
    <COMMON>                                                       0
                                              0
                                                        0
    <OTHER-SE>                                           (72,161,486) 
    <TOTAL-LIABILITY-AND-EQUITY>                           5,406,348
    <SALES>                                                        0
    <TOTAL-REVENUES>                                              23
    <CGS>                                                          0
    <TOTAL-COSTS>                                                  0
    <OTHER-EXPENSES>                                         176,715 
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                     1,803,491
    <INCOME-PRETAX>                                       (3,678,080) 
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                            0 
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                                0
    <CHANGES>                                                      0
    <NET-INCOME>                                          (3,678,080) 
    <EPS-PRIMARY>                                           6,068.83 
    <EPS-DILUTED>                                              00.00
            
    
</TABLE>


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