<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, 2000 Commission File Number 0-13493
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
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(Exact name of small business issuer as specified in its charter)
Massachusetts 04-2833662
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Five Cambridge Center, Cambridge, MA 02142
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(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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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
(UNAUDITED) (NOTE 1)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
----------------------- ------------------------
<S> <C> <C> <C> <C>
Revenues:
Interest income............................ $ 139 $ 288 $ 4,141 $ 14,721
Expenses:
Interest................................... 1,354,644 2,068,574 3,904,008 6,906,552
Amortization............................... - 100,882 9,781,953 303,197
Related party management fee............... 75,000 75,000 225,000 225,000
General and administrative................. 29,059 17,835 123,830 64,182
------------- -------------- ------------- ---------------
1,458,703 2,262,291 14,034,791 7,498,931
------------- -------------- ------------- ---------------
Loss from Operations............................. (1,458,564) (2,262,003) (14,030,650) (7,484,210)
Equity in Income (Loss) from Operating
Partnerships............................... - (2,506,788) 31,373,369 (4,460,680)
------------- -------------- ------------- ---------------
Net Income (Loss) ............................... $(1,458,564) $(4,768,791) $ 17,342,719 $(11,944,890)
============= ============== ============= ===============
Net Income (Loss) Allocated to
General Partners.............................. $ (14,586) $ (47,688) $ 173,427 $ (119,449)
============= ============== ============= ===============
Net Income (Loss) Allocated to
Limited Partners.............................. $(1,443,978) $(4,721,103) $ 17,169,292 $ (11,825,441)
============= ============== ============= ===============
Net Income (Loss) per Unit of Limited
Partnership Interest............................. $ (2,407) $ (7,869) $ 28,615 $ (19,709)
============= ============== ============= ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
BALANCE SHEETS
SEPTEMBER 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999 (AUDITED)
<TABLE>
<CAPTION>
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September 30, December 31,
2000 1999
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<S> <C> <C>
ASSETS:
Cash and cash equivalents............................................ $ 4,478 $ 474,167
Prepaid management fees.............................................. 75,000 -
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TOTAL ASSETS................................................... $ 79,478 $ 474,167
============= =============
LIABILITIES:
Purchase Money Note, plus accrued interest........................... $ 75,280,330 $ 72,599,997
Notes payable........................................................ 9,873,978 9,873,978
Accrued interest on notes payable.................................... 23,551,708 22,328,033
Investments in Operating Partnerships................................ - 21,591,416
Due to affiliate..................................................... 25,000 75,000
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TOTAL LIABILITIES.............................................. 108,731,016 126,468,424
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PARTNERS DEFICIT:
Limited partners - Units of Limited Partnership
Interest, $96,250 stated value per unit;
authorized, issued and outstanding - 600 Units.................... (107,038,741) (124,208,033)
General partners..................................................... (1,612,797) (1,786,224)
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TOTAL PARTNERS' DEFICIT........................................ (108,651,538) (125,994,257)
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TOTAL LIABILITIES AND PARTNERS' DEFICIT.............................. $ 79,478 $ 474,167
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED) (NOTE 1)
<TABLE>
<CAPTION>
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September 30, September 30,
2000 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 17,342,719 $(11,944,890)
Adjustments to reconcile net income (loss) to net cash used
in operating activities:
Amortization........................................................ 9,781,953 303,197
Equity in (income) losses of Operating Partnerships................. (31,373,369) 4,460,680
Accrued interest on Purchase Money Note............................. 2,680,333 5,745,948
Increase in accrued interest on notes payable....................... 1,223,675 1,160,604
Increase in other assets............................................ - (72,353)
Decrease in due to affiliate........................................ (50,000) (1,300,000)
Increase in prepaid management fee.................................. (75,000) -
------------ -------------
Net cash used in operating activities............................... (469,689) (1,646,814)
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Cash flows from investing activities:
Distributions received from an Operating Partnership................... - 1,500,000
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Net cash provided by investing activities.................................... - 1,500,000
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Decrease in cash and cash equivalents........................................ (469,689) (146,814)
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Cash and cash equivalents, beginning of period............................... 474,167 629,887
------------ -------------
Cash and cash equivalents, end of period..................................... $ 4,478 $ 483,073
============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
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Units of
Limited Investor
Partnership Limited General
Interest Partners Partners Total
-------- -------- -------- -----
<S> <C> <C> <C> <C>
Balance, December 31, 1999........... 600 $(124,208,033) $(1,786,224) $(125,994,257)
Net Income........................... 17,169,292 173,427 17,342,719
------- -------------- ------------ --------------
Balance, September 30, 2000.......... 600 $(107,038,741) $(1,612,797) $(108,651,538)
======= ============== ============ ==============
Balance, December 31, 1998........... 600 $(109,778,909) $(1,640,475) $(111,419,384)
Net Loss............................. (11,825,441) (119,449) (11,944,890)
------- -------------- ------------ --------------
Balance, September 30, 1999.......... 600 $(121,604,350) $(1,759,924) $(123,364,274)
======= ============== ============ ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 (UNAUDITED)
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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. The balance sheet at December 31, 1999 was derived
from audited financial statements at such date. 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, 1999.
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, 2000.
2. RELATED PARTY TRANSACTIONS
Expenses for the nine months ended September 30, 2000 and 1999
include a management fee of $225,000 earned by an affiliate of the
General Partner. As of September 30, 2000, the Partnership had
prepaid management fees of $75,000, while at December 31, 1999 there
were unpaid management fees to the affiliate of $75,000. In addition,
as of September 30, 2000, an affiliate of the General Partner has
advanced $25,000 to the Partnership to cover operating expenses. This
advance is non-interest bearing and is due on demand. The General
Partner is not obligated to fund operating deficits.
3. INDEBTEDNESS
As previously reported, the Partnership was in default under its loan
made by Aetna, which was acquired, from Aetna by the Travelers
Casualty and Surety Company ("Travelers"). This loan was secured by
the Partnership's interests in Square 254 Limited Partnership
("Square 254"), National Place Land Limited Partnership ("National
Land") and The Shops LLC ("Shops"). Further, Square 254 was in
default under its existing mortgage loan secured by its assets.
6
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 (UNAUDITED)
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3. INDEBTEDNESS (continued)
In order to avoid a foreclosure on the Partnership's assets, the
Partnership, as well as the other partners in Square 254, National
Place and The Shops (collectively, the "Operating Partnerships"),
finalized a transaction on May 12, 2000 which provided for, among other
things, the forbearance by the holder of the Traveler's loan of the
exercise of any rights under the Traveler's loan for at least two years
and entitles the Partnership to an approximately $2,800,000 payment in
November 2002 (the "Forbearance Amount"), as well as provided for the
satisfaction of the Square 254 loans through a refinancing. Further, it
is anticipated that any foreclosure on the collateral securing the
Traveler's loan will not occur until 2003. In the event that the
Forbearance Amount is not paid to the Partnership, the Partnership will
receive a preferred interest in the New Hotel Partnership (as defined
below). In connection with this transaction, the non-Hotel assets
previously owned by Square 254 were transferred to an affiliate of
Quadrangle Development Corporation (a partner in the Operating
Partnerships) and the Hotel previously owned by Square 254 was
transferred to a newly formed limited partnership (the "New Hotel
Partnership"), in which the partners of Square 254, as well as Host
Marriott, L.P., received ownership interests, and Square 254 was
dissolved. The Partnership's interest in the New Hotel Partnership
secures its obligations under the Travelers loan, which loan was
acquired by the New Hotel Partnership. Neither the Forbearance Amount
nor, if issued, the preferred interest in the New Hotel Partnership, is
security for the Traveler's loan. In addition, National Land and the
Shops were also dissolved. As a result, effective May 12, 2000, the
Partnership's only asset is a limited partnership interest in the New
Hotel Partnership. With respect to the loan encumbering the assets of
National Place (the "AEW Loan"), this loan was bifurcated such that a
portion of the debt is secured by the non-Hotel assets and a portion of
the debt is secured by the Hotel assets. If the transaction had not
been consummated, it was expected that the Partnership would have lost
its assets through foreclosure, which would have caused the limited
partners to recognize a gain for tax purpose upon such foreclosure. In
addition to the forgoing, Host Marriott has been granted an option to
acquire the Partnership's interest in the New Hotel Partnership, which
option is exercisable from December 15, 2001 through September 30, 2002
(the "First Option Period"), and from January 15, 2003 through June 30,
2003 (the "Second Option Period"). The option price during the First
Option Period is the greater of (a) $5,800,000 plus the assumption of
the Traveler's loan or (b) the fair market value of the interest. The
option price during the Second Option Period is the fair market value
of the interest. In connection with the foregoing transaction it is
anticipated that the Partnership will recognize taxable income of
approximately $38 million or approximately $60,000 per unit as a result
of the transfer of land previously held by National Land.
7
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 (UNAUDITED)
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4. LITIGATION
Clyde V. Alexander, Jr. M.D. v Two Winthrop Properties, Inc.,
Linnaeus-Lexington Associates Limited Partnership, Winthrop Financial
Associates and Twelve AMH Associates Limited Partnership, Superior
Court for the District of Columbia (Civil Action No. 0005602-00). The
plaintiff filed an eleven count complaint against the defendants on or
about July 27, 2000, seeking to maintain the action as a class action
on behalf of all limited partners of the Partnership, and as a
derivative action as to certain claims. Although the complaint contains
allegations based upon the failure of the Partnership to achieve
results projected in the Confidential Memorandum in 1984, the claims
are primarily based upon the May 2000 restructuring of the Partnership
debt. The plaintiff claims, in substance, that the debt restructuring
and related dissolution of the Operating Partnerships was done in
violation of the Partnership Agreement, and that the limited partners
were damaged as a result. The plaintiff also complains about fees paid
to the General Partners and their affiliates during the life of the
Partnership. The plaintiff has asserted claims for breach of fiduciary
duty, breach of contract, fraud and misrepresentation, civil
conspiracy, waste and unjust enrichment.
On September 8, 2000, the defendants filed a motion to dismiss the
complaint on several grounds including statutes of limitation and
failure to state a claim upon which relief can be granted.
The plaintiff opposed that motion on September 29, 2000 and the
defendants filed a reply on October 10, 2000. The plaintiff also filed
a motion for class certification. An initial scheduling conference was
held on October 27, 2000, at which time the Court (Burgess, J.)
indicated that he had reviewed the motion to dismiss but had not yet
decided whether to have a hearing on it. Once the Court has decided the
motion to dismiss, assuming that not all claims will be dismissed,
discovery on class certification will be conducted and that motion will
then be briefed. The General Partner believes this action is without
merit and intends to vigorously defend this action.
8
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
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Item 2. Management's Discussion and Analysis or Plan of Operations
This Item should be read in conjunction with the financial statements
and other items contained elsewhere in the report.
The matters discussed in this Form 10-QSB contain certain
forward-looking statements and involve risks and uncertainties
(including changing market conditions, competitive and regulatory
matters, etc.) The discussion of the Partnership's business and results
of operations, including forward-looking statements pertaining to such
matters, does not take into account the effects of any changes to the
Partnership's business and results of operations. Accordingly, actual
results could differ materially from those projected in the
forward-looking statements as a result of a number of factors,
including those identified herein.
Liquidity and Capital Resources
Prior to May 12, 2000, the Partnership's only assets consisted of cash
and its general partnership interests in Square 254 Limited Partnership
("Square 254"), and National Place Land Limited Partnership ("National
Land") and its company interest in The Shops LLC ("Shops"). Square 254
and National Land owned a multiple-use complex located in Washington
D.C. known as National Place, and the underlying land, respectively.
The Shops, in turn, leased the retail space at the complex.
As previously reported, the Partnership was in default under its loan
made by Aetna, which was acquired, from Aetna by the Travelers Casualty
and Surety Company ("Travelers"). This loan was secured by the
Partnership's interests in Square 254, National Land and The Shops
(collectively, the "Operating Partnerships"). Further, Square 254 was
in default under its existing mortgage loan secured by its assets. In
order to avoid a foreclosure on the Partnership's assets, the
Partnership, as well as the other partners in the Operating
Partnerships, finalized a transaction on May 12, 2000 which provided
for, among other things, the forbearance by the holder of the
Traveler's loan of the exercise of any rights under the Traveler's loan
for at least two years and entitles the Partnership to an approximately
$2,800,000 payment in November 2002 (the "Forbearance Amount"), as well
as provided for the satisfaction of the Square 254 loans through a
refinancing. Further, it is anticipated that any foreclosure on the
collateral securing the Traveler's loan will not occur until 2003. In
the event that the Forbearance Amount is not paid to the partnership,
the partnership will receive a preferred interest in the New Hotel
Partnership (as defined below). In connection with this transaction,
the non-Hotel assets previously owned by Square 254 were transferred to
an affiliate of Quadrangle Development Corporation (a partner in the
Operating Partnerships) and the Hotel previously owned by Square 254
was
9
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
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Liquidity and Capital Resources (continued)
transferred to a newly formed limited partnership (the "New Hotel
Partnership"), in which the partners of Square 254, as well as Host
Marriott, L.P., received ownership interests, and Square 254 was
dissolved. The Partnership's interest in the New Hotel Partnership
secures its obligations under the Travelers loan, which loan was
acquired by the New Hotel Partnership. Neither the Forbearance Amount
nor, if issued, the preferred interest in the New Hotel Partnership, is
security for the Traveler's loan. In addition, National Land and the
Shops were also dissolved. As a result, effective May 12, 2000, the
Partnership's only asset is a limited partnership interest in the New
Hotel Partnership. With respect to the loan encumbering the assets of
National Place (the "AEW Loan"), this loan was bifurcated such that a
portion of the debt is secured by the non-Hotel assets and a portion of
the debt is secured by the Hotel assets. If the transaction had not
been consummated, it was expected that the Partnership would have lost
its assets through foreclosure, which would have caused the limited
partners to recognize a gain for tax purposes upon such foreclosure. In
addition to the forgoing, Host Marriott has been granted an option to
acquire the Partnership's interest in the New Hotel Partnership, which
option is exercisable from December 15, 2001 through September 30, 2002
(the "First Option Period"), and from January 15, 2003 through June 30,
2003 (the "Second Option Period"). The option price during the First
Option Period is the greater of (a) $5,800,000 plus the assumption of
the Traveler's loan or (b) the fair market value of the interest. The
option price during the Second Option Period is the fair market value
of the interest. In connection with the foregoing transaction it is
anticipated that the Partnership will recognize taxable income of
approximately $38 million or approximately $60,000 per unit as a result
of the transfer of land previously held by National Land.
Prior to May 12, 2000, the Partnership's primary source of revenue was
distributions from the Operating Partnerships. As a result of the May
12 transaction, the Partnership's primary source of revenue will be
distributions from the New Hotel Partnership and the payment of the
Forbearance Amount or any payment received by the Partnership as a
result of the exercise by Host Marriott of its option to acquire the
Partnership's interest in the New Hotel Partnership. However, it is
anticipated that as a result of the priority distributions to certain
of the other partners in the New Hotel Partnership, the Partnership
will not receive any distributions from the New Hotel Partnership in
the near future.
The Partnership requires cash to pay management fees and general and
administrative expenses. The Partnership received no cash distributions
from the Operating Partnerships during the nine months ended September
30, 2000 and received $1,500,000 during the nine months ended September
30, 1999.
10
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
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Liquidity and Capital Resources (continued)
The Partnership's liquidity based on cash and cash equivalents declined
from $474,167 at December 31, 1999 to $4,478 at September 30, 2000.
This decrease in cash and cash equivalents was primarily the result of
the payment of general and administrative expenses of $123,830 and the
payment of management fees of $375,000 including $75,000 of accrued
fees from 1999 and $300,000 of fees due for 2000. This was only
partially offset by a $25,000 advance from an affiliate of the general
partner. The Partnership's current reserves are not expected to be
sufficient to fund administrative expenses in the foreseeable future,
and as a result, it is anticipated that an affiliate of the general
partner will advance funds to cover these operating expenses. Further,
as discussed in "Item 1. Financial Statements, Note 4", costs
associated with the recent litigation may impact the Partnership's
liquidity.
Results of Operations
Loss from operations increased from $7,484,210 for the nine months
ended September 30, 1999 to $14,030,650 for the nine months ended
September 30, 2000. This increase is due to increases in partnership
expenses of $6,535,860, and a decrease in revenues of $10,580. Loss
from operations decreased from $2,262,003 for the three months ended
September 30, 1999 to $1,458,564 for the three months ended September
30, 2000. This decrease is primarily the result of a decrease in
interest expense of $713,930 and decrease in amortization expense of
$100,882.
The increase in expenses resulted primarily from an increase in
amortization expense of $9,478,756 resulting from the write off of
intangible assets as a result of the May 2000 restructuring of the
Partnership's investment in Operating Partnerships, and an increase in
general and administrative expenses of $59,648. These increases were
only partially offset by a decrease of $3,002,544 in interest expense
on the loans made to the Partnership to acquire its interests in the
Operating Partnerships. Interest expense decreased due to a decrease in
the amortization of original issue discount on the Purchase Money Note
which matured in 1999. All interest on the loans is accrued and will be
due and payable upon the maturities of such loans. All other expenses
remained constant.
As a result of the transaction that occurred on May 12, 2000, the
Partnership has written up its investment in Operating Partnerships to
zero. Each of the Operating Partnerships have been dissolved, and
effective May 12, 2000, the Partnership's only asset is a limited
partnership interest in the New Hotel Partnership. Due to certain
priorities to the General Partner and other Limited Partners in the New
Hotel Partnership, it is anticipated that there will be no economic
effect on the Partnership for financial reporting purposes.
11
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
Results of Operations (continued)
As such, equity in income of Operating Partnership of $31,373,369 and
amortization expense of $9,781,953 have been recognized during these
nine months ended September 30, 2000 to write the investment balance up
to zero.
12
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
PART II - OTHER INFORMATION
--------------------------------------------------------------------------------
Item 1. Legal proceedings
Clyde V. Alexander, Jr. M.D. v Two Winthrop Properties, Inc.,
Linnaeus-Lexington Associates Limited Partnership, Winthrop Financial
Associates and Twelve AMH Associates Limited Partnership, Superior
Court for the District of Columbia (Civil Action No. 0005602-00). The
plaintiff filed an eleven count complaint against the defendants on or
about July 27, 2000, seeking to maintain the action as a class action
on behalf of all limited partners of the Partnership, and as a
derivative action as to certain claims. Although the complaint contains
allegations based upon the failure of the Partnership to achieve
results projected in the Confidential Memorandum in 1984, the claims
are primarily based upon the May 2000 restructuring of the Partnership
debt. The plaintiff claims, in substance, that the debt restructuring
and related dissolution of the Operating Partnerships was done in
violation of the Partnership Agreement, and that the limited partners
were damaged as a result. The plaintiff also complains about fees paid
to the General Partners and their affiliates during the life of the
Partnership. The plaintiff has asserted claims for breach of fiduciary
duty, breach of contract, fraud and misrepresentation, civil
conspiracy, waste and unjust enrichment.
On September 8, 2000, the defendants filed a motion to dismiss the
complaint on several grounds including statutes of limitation and
failure to state a claim upon which relief can be granted.
The plaintiff opposed that motion on September 29, 2000 and the
defendants filed a reply on October 10, 2000. The plaintiff also filed
a motion for class certification. An initial scheduling conference was
held on October 27, 2000, at which time the Court (Burgess, J.)
indicated that he had reviewed the motion to dismiss but had not yet
decided whether to have a hearing on it. Once the Court has decided the
motion to dismiss, assuming that not all claims will be dismissed,
discovery on class certification will be conducted and that motion will
then be briefed. The General Partner believes this action is without
merit and intends to vigorously defend this action.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27. Financial Data Schedule
(b) Reports on Form 8-K:
On July 12, 2000 a current report on Form 8-K was filed with
respect to the Registrant's change of independent auditors.
13
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TWELVE AMH ASSOCIATES LIMITED PARTNERSHIP
SIGNATURES
--------------------------------------------------------------------------------
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/ Thomas C. Staples
----------------------------------
Thomas C. Staples
Chief Financial Officer
DATED: November 9, 2000
14
