<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 March 31, 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)
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
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STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1997 and 1996 (Unaudited) (Note 1) 1997 1996
- ----------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES:
Interest income $ 3,953 $ 23
EXPENSES:
Interest 1,963,651 1,786,302
Related party interest --- 17,189
Amortization 101,157 101,157
Related party management fee 75,000 75,000
General and administrative 9,549 558
-------------- --------------
2,149,357 1,980,206
-------------- --------------
Loss from Operations (2,145,404) (1,980,183)
Equity in Losses from Operating
Partnerships (1,647,512) (1,697,897)
-------------- --------------
Net Loss $ (3,792,916) $ (3,678,080)
============== ==============
Net Loss Allocated to General Partners $ (37,929) $ (36,781)
============== ==============
Net Loss Allocated to Limited Partners $ (3,754,987) $ (3,641,299)
============== ==============
Net Loss per Unit of Limited Partnership Interest $ (6,258) $ (6,069)
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
BALANCE SHEETS
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<TABLE>
<CAPTION>
March 31, 1997 and December 31, 1996 March 31, December 31,
1997 1996
(Unaudited) (Audited)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Deferred financing fee, net of accumulated
amortization of $41,942 and $41,109 respectively $ 8,058 $ 8,891
Cash and cash equivalents 238,190 1,043,786
--------------- --------------
TOTAL ASSETS $ 246,248 $ 1,052,677
=============== ==============
LIABILITIES
Purchase Money Note, net of unamortized
discount $ 53,577,962 $ 52,002,242
Notes payable 9,873,978 9,873,978
Accrued interest on operating deficit notes 18,060,795 17,672,864
Investments in Operating Partnerships 1,991,456 243,620
Accrued expenses 15,010 15,010
Due to affiliates 2,575,000 3,300,000
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$ 86,094,201 $ 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 $ (84,463,193) $ (80,708,206)
General partners (1,384,760) (1,346,831)
--------------- --------------
$ (85,847,953) $ (82,055,037)
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 246,248 $ 1,052,677
=============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
STATEMENT OF CASH FLOWS
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<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1997 and 1996 (Unaudited) 1997 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,792,916) $(3,678,080)
Adjustments to reconcile net loss to net cash used
in operating activities:
Amortization 101,157 101,157
Equity in loss of Operating Partnerships 1,647,512 1,697,897
Changes in assets and liabilities:
Interest added to loan principal on Purchase
Money Note 1,575,720 1,398,371
Increase in accrued interest on operating deficit notes 387,931 387,931
Decrease in accrued expenses --- (24,084)
Decrease in due to affiliates (725,000) (1,381,393)
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Net cash used in operating activities (805,596) (1,498,201)
Cash flows from investing activities:
Cash distribution from Operating Partnerships --- 1,500,000
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Net cash provided by investing activities --- 1,500,000
----------- -----------
(Decrease) increase in cash and cash equivalents (805,596) 1,799
Cash and cash equivalents, beginning of period 1,043,786 40
----------- -----------
Cash and cash equivalents, end of period $ 238,190 $ 1,839
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
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<TABLE>
<CAPTION>
UNITS OF
For the Three Months Ended LIMITED INVESTOR
March 31, 1997 and 1996 PARTNERSHIP LIMITED GENERAL
(Unaudited) INTEREST PARTNERS' PARTNERS' TOTAL
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, December 31, 1996 600 $(80,708,206) $(1,346,831) $(82,055,037)
Net loss ( 3,754,987) ( 37,929) ( 3,792,916)
----------------- --------------- --------------- ---------------
Balance, March 31, 1997 600 $(84,463,193) $(1,384,760) $(85,847,953)
================= =============== =============== ===============
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)
================= =============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
March 31, 1997
(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 amounts have been
reclassified to conform to the March 31, 1997 presentation. 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-KSB.
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 three months ended March 31, 1997 and 1996 include a
management fee of $75,000 earned by an affiliate of the General
Partner. Aggregate unpaid management fees to the affiliate amounted
to $2,575,000 and $3,475,000 at March 31, 1997 and 1996,
respectively. A payment of $800,000 was made to this affiliate during
the first three months of 1997.
During the first three months of 1996, 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. of
(i) $822,284 in accrued interest due and owing as of December 31,
1995, (ii) $14,198 of accrued interest from January 1 - January 31,
1996, and (iii) a $507,934 partial repayment of principal on its
$667,000 note. As a result, the outstanding note payable to Two
Winthrop Properties was $159,066 as of March 31, 1996.
6
<PAGE>
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
during the three months ended March 31, 1997. 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 declined from
$1,043,786 at December 31, 1996 to $238,190 at March 31, 1997. This decrease was
primarily the result of an $800,000 payment to an affiliate of the General
Partner for accrued management fees.
Square 254 is not expected to make any future distributions 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 used to pay administrative expenses of the Partnership and to
repay unpaid asset management fees, which at March 31, 1997 were $2,575,000.
Based on the Partnership's current and expected cash flow, the Partnership will
not have sufficient funds to satisfy its existing indebtedness at maturity in
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 years 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
Loss from operations increased from $1,980,183 for the three months ended March
31, 1996 to $2,145,404 for the three months ended March 31, 1997. This increase
is due to increases in Partnership expenses of 8.5%, or $169,157 which was
partially offset by an increase in revenues of $3,930. The increase in expenses
resulted from an increase of $177,849 in accrued interest expense on the loans
made to the Partnership to acquire its interests in the Operating Partnerships
and an increase of $8,991 in general and administrative expenses. 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 $17,189.
Equity in loss from Operating Partnerships for the three months ended March 31,
1997 decreased 3.0% (from $1,697,897 to $1,647,512) when compared to the same
period last year. This decrease was primarily due to an improvement in the
operating results of Square 254 which was partially offset by a decline in the
operating results of National Place. Net operating income generated by the Hotel
portion of the mixed-use complex owned by Square 254 increased for the three
months ended March 31, 1997 compared to the three months ended March 31, 1996,
due primarily to increases in occupancy and room rates . The operating results
for the office towers portion of the complex decreased for the three months
ended March 31, 1997, primarily due to a decrease in retail and theater revenues
and an increase in repairs and maintenance expenses. Operating results for
National Place decreased for the three months ended March 31, 1997 compared to
the three months ended March 31, 1996 primarily as a result of an increase in
interest expense.
8
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
(b) Reports on Form 8-K: No Report on Form 8-K was filed during the
period.
9
<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, 1997
10
<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, 1997 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-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 238,190
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 238,190
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 246,248
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> (85,847,953)
<TOTAL-LIABILITY-AND-EQUITY> 246,248
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 176,157
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,963,651
<INCOME-PRETAX> (3,792,916)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,792,916)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,792,916)
<EPS-PRIMARY> (6,258.31)
<EPS-DILUTED> (6,258.31)
</TABLE>
