<PAGE>
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 Quarter Ended September 30, 1997 Commission File Number 0-13493
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)
Five Cambridge Center, Cambridge, MA 02142
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 234-3000
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
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PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
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<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
For the Three and Nine Months Ended Three Months Ended Nine Months Ended
September 30, 1997 and 1996 September 30, September 30,
---------------------------- -----------------------------
(Unaudited) (Note 1) 1997 1996 1997 1996
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<S> <C> <C> <C> <C>
REVENUES:
Interest income $ 2,595 $ 934 $ 9,381 $ 1,792
Expenses:
Interest 2,060,588 1,872,329 6,035,636 5,487,305
Related party interest -- -- -- 17,588
Amortization 101,157 101,157 303,472 303,472
Related party management fee 75,000 75,000 225,000 225,000
General and administrative 28,823 31,568 53,496 45,579
------------ ------------ ------------ ------------
2,265,568 2,080,054 6,617,604 6,078,944
------------ ------------ ------------ ------------
Loss from Operations (2,262,973) (2,079,120) (6,608,223) (6,077,152)
Equity in Losses from Operating
Partnerships (2,083,957) (1,780,889) (4,749,973) (3,960,427)
------------ ------------ ------------ ------------
Net Loss $ (4,346,930) $ (3,860,009) $(11,358,196) $(10,037,579)
============ ============ ============ ============
Net Loss Allocated to General Partners $ (43,469) $ (38,600) $ (113,582) $ (100,376)
============ ============ ============ ============
Net Loss Allocated to Limited Partners $ (4,303,461) $ (3,821,409) $(11,244,614) $ (9,937,203)
============ ============ ============ ============
Net Loss per Unit of Limited Partnership
Interest $ (7,172) $ (6,369) $ (18,741) $ (16,562)
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
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<TABLE>
<CAPTION>
BALANCE SHEETS
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September 30, 1997 and December 31, 1996 September 30, December 31,
(Unaudited) 1997 1996
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<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 184,661 $ 1,043,786
Deferred financing fee, net of accumulated
amortization of $43,609 and $41,109 respectively 6,391 8,891
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TOTAL ASSETS $ 191,052 $ 1,052,677
============ ============
LIABILITIES:
Purchase Money Note, net of unamortized discount $ 56,874,086 $ 52,002,242
Notes payable 9,873,978 9,873,978
Accrued interest on operating deficit notes 18,836,656 17,672,864
Investments in Operating Partnerships 5,294,565 243,620
Accrued expenses -- 15,010
Due to affiliates 2,725,000 3,300,000
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93,604,285 83,107,714
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PARTNERS CAPITAL (DEFICIT):
Limited partners - Units of Limited
Partnership Interest, $96,250 stated
value per unit; authorized, issued
and outstanding - 600 Units (91,952,820) (80,708,206)
General partners (1,460,413) (1,346,831)
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(93,413,233) (82,055,037)
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TOTAL LIABILITIES AND PARTNERS CAPITAL $ 191,052 $ 1,052,677
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
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For the Nine Months Ended
September 30, 1997 and 1996 (Unaudited) (Note 1) 1997 1996
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<S> <C> <C>
Cash flows from operating activities:
Net loss $(11,358,196) $(10,037,579)
Adjustments to reconcile net loss to net cash used
in operating activities:
Amortization 303,472 303,472
Equity in loss of Operating Partnerships 4,749,973 3,960,427
Changes in assets and liabilities:
Interest added to loan principal on Purchase Money Note 4,871,844 4,323,513
Increase in accrued interest on operating deficit notes 1,163,792 1,163,792
Decrease in accrued expenses (15,010) (24,084)
Decrease in due to affiliates (575,000) (1,793,456)
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Net cash used in operating activities (859,125) (2,103,915)
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Cash flows from investing activities:
Cash distribution from Operating Partnerships -- 2,165,570
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Net cash provided by investing activities -- 2,165,570
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Net increase (decrease) in cash and cash equivalents (859,125) 61,655
Cash and cash equivalents, beginning of period 1,043,786 40
------------ ------------
Cash and cash equivalents, end of period $ 184,661 $ 61,695
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
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UNITS OF
For the Nine Months Ended LIMITED INVESTOR
September 30, 1997 and 1996 PARTNERSHIP LIMITED GENERAL
(Unaudited) INTEREST PARTNERS PARTNERS TOTAL
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<S> <C> <C> <C> <C>
Balance, December 31, 1996 600 $(80,708,206) $ (1,346,831) $(82,055,037)
Net loss (11,244,614) (113,582) (11,358,196)
------------ ------------ ------------ ------------
Balance, September 30, 1997 600 $(91,952,820) $ (1,460,413) $(93,413,233)
============ ============ ============ ============
Balance, December 31, 1995 600 $(67,272,291) $ (1,211,115) $(68,483,406)
Net loss (9,937,203) (100,376) (10,037,579)
------------ ------------ ------------ ------------
Balance September 30, 1996 600 $(77,209,494) $ (1,311,491) $(78,520,985)
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
1. ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements included herein have been prepared by
Twelve AMH Associates Limited Partnership (the "Partnership"), without
audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. The Partnership'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
Partnership's Annual Report on Form 10-KSB for the year ended December 31,
1996.
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, 1997.
2. TAX LOSS
The Partnership's taxable loss for 1997 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
Expenses for the nine months ended September 30, 1997 and 1996 include a
management fee of $225,000 earned by an affiliate of the General Partner.
Aggregate unpaid management fees to the affiliate amounted to $2,725,000
and $3,225,000 at September 30, 1997 and 1996, respectively. A payment of
$800,000 was made to this affiliate during the first quarter of 1997.
Certain fees, loans and interest due to affiliates were repaid in 1996
from the $2,165,000 cash distribution from Square 254. These include
$129,166 to First Winthrop Corporation as a repayment of its non-interest
bearing advances to the Partnership for administrative expenses and
$400,000 for outstanding management fees; and to Two Winthrop Properties
Inc., $822,284 of accrued interest as of December 31, 1995, $17,588 of
accrued interest for the period January 1 - April 8, 1996 and a $667,000
repayment of principal on its $667,000 note.
6
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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 fund any operating deficits of the Operating Partnerships.
The Partnership received no cash distributions from the Operating Partnerships
during the nine months ended September 30, 1997. During the nine months ended
September 30, 1996, the Partnership received two distributions in the aggregate
of $2,165,570 from Square 254.
The Partnership's liquidity based on cash and cash equivalents declined from
$1,043,786 at December 31, 1996 to $184,661 at September 30, 1997. This decrease
was primarily the result of an $800,000 payment to an affiliate of the General
Partner for accrued management fees (see Note 3).
Square 254 is not expected to make any future distributions, if at all, until
December 1997, or later, depending upon property operating results in 1997. The
Partnership's current reserves are expected to be sufficient to fund
administrative expenses in the foreseeable future. All future distributions to
the Partnership from Square 254 will be applied first to pay administrative
expenses of the Partnership and to repay unpaid asset management fees, which at
September 30, 1997 were $2,725,000.
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 will refinance the debt with
the existing lender under the terms of the refinancing agreement dated August
31, 1984 for an additional ten-year term during which term no cash distributions
are expected to be made to investors. 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.
7
<PAGE>
Results of Operations
Net loss increased from $10,037,579 for the nine months ended September 30, 1996
to $11,358,196 for the nine months ended September 30, 1997. This increase is
due to increases in Partnership expenses of 8.9%, or $538,660, which was
partially offset by an increase in revenues of $7,589. The increase in expenses
resulted from an increase of $548,331 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. These increases were only partially offset by a
decrease in related party interest of $17,588.
Equity in loss from Operating Partnerships for the nine months ended September
30, 1997 increased 19.9% (from $3,960,427 to $4,749,973) when compared to the
same period last year. This increase was primarily due to a decrease in the
operating results of Square 254 and a decline in the operating results of
National Place. The operating results for the office towers portion of the
mixed-use complex of Square 254 decreased for the nine months ended September
30, 1997 primarily due to a decrease in retail and other revenues which was
partially offset by an improvement in the operating results of the Hotel
portion. Net operating income generated by the Hotel portion increased for the
nine months ended September 30, 1997 compared to the nine months ended September
30, 1996, due primarily to increases in occupancy and room rates. Operating
results for National Place decreased for the nine months ended September 30,
1997 compared to the nine months ended September 30, 1996 primarily as a result
of an increase in interest expense.
8
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
A. Exhibits
Exhibit 27, Financial Data Schedule
B. Reports on Form 8-K
No Report on Form 8-K was filed during the period.
9
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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: November 13, 1997
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from unaudited
financial statements for the nine month period ending September 30, 1997 and is
qualified in its entirety by reference to such financial statements
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 184,661
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 191,052
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (93,413,233)
<TOTAL-LIABILITY-AND-EQUITY> 191,052
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 528,472
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,035,636
<INCOME-PRETAX> (11,358,196)
<INCOME-TAX> 0
<INCOME-CONTINUING> (11,358,196)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,358,196)
<EPS-PRIMARY> (18,741.00)
<EPS-DILUTED> (18,741.00)
</TABLE>
