<PAGE> 1
FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended September 30, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to _______________
Commission File Number: 33-22908-A
NORTH BY NORTHEAST, LTD.
(Exact name of Registrant as specified in its charter)
Tennessee 62-1271664
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification)
One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville,
Tennessee 37205
(Address of principal executive office) (Zip Code)
(615) 292-1040
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if
changed since last report.)
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 at least the past 90 days.
YES X NO ___
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
NORTH BY NORTHEAST, LTD.
(A Tennessee Limited Partnership)
FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 1995
INDEX
Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Financial Statements 6
<PAGE> 3
<TABLE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
September 30, December 31,
1995 1994
------------- -------------
<S> <C> <C>
ASSETS
CASH $ 40,155 $ 53,208
INVESTMENT IN PARTNERSHIP 415,431 2,413,975
Total Assets $ 455,586 2,467,183
========= =========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE $ 331 $ 31
ACCRUED INTEREST TO AFFILIATE 2,448 18,158
NOTE PAYABLE TO AFFILIATE 346,678 1,325,513
PARTNERS' EQUITY 106,129 1,123,481
Total Liabilities &
Partners' Equity $ 455,586 2,467,183
========== ==========
<FN>
See notes to financial statements.
</TABLE>
<PAGE> 4
<TABLE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter Ending Year to Date Ending
September 30, September 30,
_________________ ____________________
1995 1994 1995 1994
____ ____ ____ ____
<C> <C> <C> <C>
REVENUE:
Equity in Income
of Partnership 217,182 (32,738) 637,475 250,608
Interest Income - - 1,773 646
Total Revenue 217,182 (32,738) 639,248 251,254
EXPENSES:
Interest 9,813 64,790 35,229 198,842
Additional Interest 302,978 - 622,696
Legal & Accounting
Fees 1,049 300 8,186 7,717
General & Admin.
Expenses 1,023 70 1,619 (5,740)
Total Expenses 314,863 65,160 667,730 200,818
NET INCOME (LOSS) $ (97,681) (97,898) (28,482) 50,435
<FN>
See notes to financial statements
</TABLE>
<PAGE> 5
<TABLE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Year-to-date
September 30,
__________________________
1995 1994
____ ____
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ (28,482) 50,435
Adjustments to reconcile
Net Income to Net Cash used in
Operating Activities:
Change in Accounts Payable 300 30
Accrued Interest 35,229 198,842
Gain from Investment
in Partnership (637,475) (250,608)
Total Adjustments (601,946) (51,736)
Net Cash used in
Operating Activities (630,428) (1,301)
Cash Flows from Investing
Activities:
Cash Distribution
from Partnership 2,636,019 664,921
Cash Flows from Financing
Activities:
Distribution to Partners (988,870) -
Interest Pymts. on
Lender Financing (50,939) (372,363)
Principle Pymts. on
Lender Financing (978,835) (293,095)
Net Cash used in
Financing Activities (2,018,644) (665,458)
Net Increase/(Decrease) in
Cash and Cash Equivalents (13,053) (1,838)
CASH AT JANUARY 1, 53,208 40,448
CASH AT SEPTEMBER 30, $ 40,155 38,610
======== ========
<FN>
See notes to financial statements.
</TABLE>
<PAGE> 6
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 1995
(Unaudited)
A.ACCOUNTING POLICIES
The unaudited financial statements presented herein have been
prepared in accordance with the instructions to Form 10-Q and do
not include all of the information and note disclosures required
by generally accepted accounting principles. These statements
should be read in conjunction with the financial statements and
notes thereto included in the Partnership's Form 10-K for the year
ended December 31, 1994. In the opinion of management, such
financial statements include all adjustments, consisting only of
normal recurring adjustments, necessary to summarize fairly the
Partnership's financial position and results of operations. The
results of operations for the nine month period ended September
30, 1995 may not be indicative of the results that may be expected
for the year ending December 31, 1995.
B.INVESTMENT IN LAND PARTNERSHIP
The Partnership has 50% ownership interest in North by Northeast
Land Partners, a general partnership. The remaining 50% is owned
by an unrelated Trammell Crow Company entity. Summarized results
of operations of the Land Partnership are presented below.
<TABLE>
<CAPTION>
Statement of Operations
For The Nine Months Ending September 30, 1995
<S> <C>
REVENUES:
Sales proceeds $ 3,209,564
Cost of land sold (1,558,576)
Selling expenses (312,463)
Gain on sale of land 1,338,525
Interest income 10,483
Rental Income 417
Miscellaneous 150
Total Revenues 1,349,575
EXPENSES:
Partnership Admin./Prop Mgmt. fees 9,000
Legal and accounting fees 32,706
Developers fees 10,351
General and administrative expenses 1,226
Property maintenance expense 41,159
Property taxes 3,793
Total Expenses 98,235
NET EARNINGS 1,251,340
Allocation to Trammell Crow entity 620,292
Income from Investment in Partnership $ 631,048
</TABLE>
<PAGE> 7
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1995.
Due to the nature of the Partnership, the majority of its activity
on a regular basis is to accrue interest on the Lender Financing
and record profit or loss from the investments in North By
Northeast Land Partners and Northeast Building IV. The operations
of the Partnership revolve around that of the Land Partnership.
Until property is sold at the Land Partnership level, neither
interest nor principal is due for payment to North Lenders, Ltd.
During the third quarter of 1995, the Land Partnership sold
approximately two acres for gross proceeds of $240,000. Also
during the third quarter, Northeast Building IV was sold. The
Partnership was dissolved and the Registrant received about
$485,000, yielding a $174,382 profit on the investment in
Northeast Building IV. From these third quarter sale proceeds,
the Registrant distributed $359,589 to the partners and made
payments totalling $379,476 on the lender financing.
During the first quarter of 1995, the earnings and distributions
of the Land Partnership reached the point specified in the
Partnership agreement in which the Registrant's co-general
partner, Reveille, was allowed a distribution of profits, losses
and distributions. Due to this sharing of the Land Partnership's
profits and losses, the Registrant's income from the Land
Partnership is lower compared to prior quarters where the Land
Partnership's sales were comparable.
Due to the large profit earned on the sales at the Land
Partnership level, the required distribution to the Lender
exceeded the interest accrued through that date, generating
approximately $623,000 in "additional interest," as defined by the
Lender Financing agreement. There was no "additional interest"
paid in the first quarter of 1994. Interest expense on the Note
Payable to Affiliate is lower due to reductions in principal.
Except for the fluctuations in partnership flow through income and
interest expense, the overall operations of the Registrant are
comparable to prior quarters except for G & A. The credit balance
in General and Administrative expense is due to a refund the
Registrant received from the Land Partnership in 1994 for payment
of expenses the Registrant made on behalf of the Land Partnership
in 1993.
Financial Condition and Liquidity
At the present time, the Property of the Land Partnership is not
under development.
At September 30, 1995, the Registrant had approximately $40,155
in funds to meet its future operational needs. Since future
operations are expected to be comparable to the recent past, the
General Partner believes that the present cash balance will be
sufficient to cover the operating expenses for the year.
<PAGE> 8
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule for Third Quarter of
1995
(b) No 8-K's have been filed during this quarter.
<PAGE> 9
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.
NORTH BY NORTHEAST, LTD.
By: 222 NORTH, LTD.
General Partner
By: 222 Partners, Inc.
General Partner
Date: November 13, 1995 By:/s/ Steven D. Ezell
___________________
Steven D. Ezell
President
Date: November 13, 1995 By:/s/ Michael A. Hartley
______________________
Michael A. Hartley
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY FINANCIAL STATEMENTS FOR THE QUARTER ENDED SEPTEMBER 30, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1995
<CASH> 40,155
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 40,155
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 455,586
<CURRENT-LIABILITIES> 331
<BONDS> 349,126
<COMMON> 0
0
0
<OTHER-SE> 106,129
<TOTAL-LIABILITY-AND-EQUITY> 455,586
<SALES> 0
<TOTAL-REVENUES> 639,248
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,805
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 657,925
<INCOME-PRETAX> (28,482)
<INCOME-TAX> 0
<INCOME-CONTINUING> (28,482)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (28,482)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
