<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
[Fee Required]
For the fiscal year ended
December 31, 1995
or
[ ] Transition Report to Section 13 or 15(d) of the
Securities Exchange Act of 1934
[Fee Required]
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 62-1356792
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number.)
One Belle Meade Place, 4400 Harding Road, Suite 500,
Nashville, Tennessee 37205
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area
code:(615) 292-1040
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange
on which registered
None None
Securities registered pursuant to Section 12(g) of
the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
<PAGE>
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
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (229.405
of this chapter) is not contained herein, and will not
be contained, to the best of the registrant's
knowledge, in definitive proxy of information
statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.
[ X ]
The aggregate sales price of the Units of Limited
Partnership Interest to non-affiliates was $1,875,000
as of February, 29, 1996. This does not reflect market
value, but is the price at which these Units of Limited
Partnership Interest were sold to the public. There is
no current market for these Units.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference in Part IV:
Prospectus of Registrant, dated September 1, 1988, as
filed pursuant to Rule 424(b) of the Securities and
Exchange Commission.
<PAGE>
PART I
Item 1. Business
North by Northeast, Ltd. (the "Registrant"), is a
Tennessee limited partnership organized on June 27,
1988, pursuant to the provisions of the Tennessee
Uniform Limited Partnership Act, Chapter 2, Title 61,
Tennessee Code Annotated, as amended. The General
Partner of Registrant is 222 North, Ltd., whose general
partners are 222 Partners, Inc., Steven D. Ezell, and
Michael A. Hartley.
The Registrant's primary business is to
participate as a general partner in North By Northeast
Land Partners (the "Land Partnership"), a general
partnership formed with Reveille Industrial #3 Limited
Partnership ("Reveille"), a Trammell Crow entity. The
Land Partnership acquires, develops and disposes of
certain real properties near Indianapolis, Indiana (the
"Property"). In 1994, the Registrant also acquired a
limited partnership interest in Northeast Building IV,
L.P., an unaffiliated Indiana limited partnership, from
a sale. Northeast Building IV purchased land from the
Land Partnership to construct, lease and sell warehouse
space in the North by Northeast Business Park. This
partnership was dissolved in 1995, and the Registrant
received a distribution resulting in a $174,000 gain
on its original $310,000 investment.
The Registrant's investment objectives are
preservation of capital and capital appreciation
through investing in partnerships that invest in real
estate which will appreciate through the passage of
time, growth in the surrounding areas and the
development of the Properties prior to resale.
Financial Information About Industry Segments
The Registrant's activity, investment in
partnerships that invest in land, is within one
industry segment and geographical area. Therefore,
financial data relating to the industry segment and
geographical area is included in Item 6 - Selected
Financial Data.
<PAGE>
Narrative Description of Business
Due to the nature of the Registrant's business,
the activity of the Registrant revolves around the
operations of the Land Partnership and Northeast
Building IV.
North by Northeast Land Partners
As of December 31, 1995, the Land Partnership
owned approximately 10 acres of land (the "Property")
in the Town of Fishers, Hamilton County, Indiana, just
outside the Indianapolis city limits. The majority of
the development of the Property was completed in 1990.
The construction of the NNE Boulevard extension began
in 1991 and was completed in 1993. All other
development on the Property pertained to sales and
included grading and other sitework and extending roads
and utilities.
Approximately 7 acres of the property is zoned for
small business use or warehouse use and 3 acres is zoned
for commercial use. The portion zoned for small business
or warehouse use continues to be surrounded by a
significant amount of competition. The largest
competition for land sales and build-to-suit type sales
is Crosspointe, a 300 acre business park at the
northwest corner of Interstate 69 and 96th Street. In
addition, Exit 5 Business Park, two miles north of the
Property has competitive land. Castleton Business
Park, one-half mile south of the Property, is the
largest competitor for leased space. The Land
Partnership's Property offers better access to
purchasers and anticipated pricing is similar.
Wal-Mart and Sam's Wholesale continue to bring
heavy traffic to the area. The widening of 96th Street
to five lanes by the Town of Fishers has also attracted
many potential buyers to the area. There is little
competition within the Castleton area for the
approximately 3 acres zoned for commercial use at
North By Northeast. While a few smaller parcels are
available in the vicinity of the Castleton Square Mall,
approximately 1.5 miles southeast of the property, the
majority of the undeveloped land has been absorbed by
strip center development that has occurred over the
last ten years. Hence, large, zoned parcels of vacant
land are scarce. Along 96th Street near the Interstate
69 interchange, approximately 30 acres across 96th
Street have been rezoned for retail use and will be
competition for the Land Partnership.
<PAGE>
The majority of the proceeds used to invest in the
Land Partnership where from a $4,719,375 participating
mortgage note (the "Lender Financing") to North
Lenders, Ltd.(the "Lender"), an affiliated partnership
sharing the same General Partner. The principal
balance accrues interest at a simple interest rate of
10% per annum and matures on December 31, 2002. Prior
to maturity, the Registrant is not required to make any
payments with respect to the Lender Financing, except
upon the sale, exchange or condemnation of all or any
portion of the Property. From sale proceeds, the
Lender receives a priority return of interest and
principal, and 50% of the "Net Revenues", if any. Net
revenues, as defined by the Participating Loan
Agreement, represent the difference between cash
proceeds earned and the following, in this order: 1)
accrued but unpaid interest and Applicable Principal
Balances; 2) accrued preferred return (12%) on the net
offering proceeds of the Registrant; and 3) the
Applicable Equity Balance. The Registrant has made
principal payments totalling $4,372,697, including
$978,835 in 1995, leaving a principal balance of
$346,678 outstanding at December 31, 1995.
Northeast Building IV
In March, 1994, the Registrant received a limited
partnership interest in Northeast Building IV from the
sale of 7 acres in the North by Northeast Business
Park. This investment represents a 13.644% interest
in capital, 10% interest in all operating cash flows,
and upon sale or refinancing of the building, a
priority return of capital and 7.5% of any profits.
Northeast Building IV constructed a 180,000 square foot
warehouse building. The building was sold during the
third quarter of 1995. The partnership was dissolved
and the Registrant received about $485,000, yielding a
$174,382 gain on the sale of the investment.
The Registrant has no employees. The Registrant's
and the Land Partnership's administration services are
being provided under a contractual agreement with
Landmark Realty Services Corporation, an affiliate of
the General Partner.
<PAGE>
Item 2. Properties
As of December 31, 1995, the Land Partnership
owned approximately 10 acres of land in the Town of
Fishers, Hamilton County, Indiana, just outside the
Indianapolis city limits. The property lies at the
intersection of Interstate 69 and 96th Street. During
1989, the Property was annexed by the Town of Fishers
and zoned for interstate business allowing for the
intended development. Also, sewer availability has
been obtained from the new expanded Town of Fishers
sewer system. The Land Partnership's property is
subject to a mortgage held by the North Lenders, Ltd.
Item 3. Legal Proceedings
Registrant is not a party to, nor is any of Land
Partnership's property the subject of, any material
legal proceedings.
Item 4. Submission of Matters to a Vote of Security
Holders
The security holders of Registrant did not vote on
any matter during the fiscal year covered by this
report.
<PAGE>
PART II
Item 5. Market for Registrant's Units of Limited
Partnership Interest and Related Security Holder
Matters
There is no established market for the Units and it
is not anticipated that any will exist in the future.
As of February 29, 1996, there were 154 holders of
record of the 1,875 units of limited partnership
interests.
From the Land Partnership distributions in 1995,
1994, and 1993, $1.6 million, $2.3 million, and $1.2
million, respectively, were paid to the Lender as
accrued interest and applicable principal in accordance
with the Lender Financing. In 1995, 1994, and 1993,
$988,870, $1,451,734 and $189,394, respectively, were
distributed to the partners of the Registrant.
There are no material restrictions upon
Registrant's present or future ability to make
distributions in accordance with the provisions of
Registrant's Limited Partnership Agreement, other than
available resources and the Partnership's obligations
to North Lenders, Ltd. with respect to the Lender
Financing as described in Item 1 Narrative Description
of the Business.
Item 6. Selected Financial Data
<TABLE>
For the Period Ended
December 31,
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Total Income $687,924 $1,242,420 $602,688 $189,395 $301,946
Net Earnings(Loss) 11,477 748,885 267,559 (219,379) (80,659)
Net Earnings(Loss) 6.12 399.41 142.70 (117.00) (43.02)
per unit
Total Assets 503,952 2,467,183 4,995,825 5,804,239 5,990,061
Notes Payable 346,678 1,325,513 2,863,565 3,557,204 3,557,204
to Affiliate
Distributions 988,870 1,451,734 189,394 -0- -0-
to Partners
</TABLE>
<PAGE>
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
Due to the nature of the Registrant, the majority
of its activity on a regular basis is to accrue
interest on the Lender Financing and to reflect the
activity of the investment in the Land Partnership and
Northeast Building IV.
1995 Sales
The Land Partnership sold approximately 20 acres
for $3,209,564. The most significant of these sales
was a 17 acre sale to a commercial user in January,
1995. Approximately $300,000 was retained for
development and operating expenses and the remaining
$2.5 million in net proceeds were distributed to the
partners. The proceeds distributed from this sale
allowed the Land Partnership to fully return all
capital and preferred return to the Registrant. As
stated in the Land Partnership Agreement, all future
profit and cash distributions will be divided equally
between the Registrant and Reveille. From these
distributions, the Registrant received approximately
$2.1 million and Reveille received approximately
$400,000.
Northeast Building IV sold its land and building,
and the Registrant received approximately $485,000,
compared to its investment of $310,618.
These Land and Building partnership distributions
enabled the Registrant to make interest and principal
payments on the Lender Financing of $1.6 million and to
distribute approximately $1 million to its partners.
1994 Sales
In 1994, the Land Partnership sold approximately
43.5 acres for $4.9 million. Sale proceeds from one of
the sales included an equity interest in the purchaser
and $193,292 in cash. For more information regarding
this sale to Northeast Building IV, refer to Item 1 -
Narrative Description of the Business. Also in 1994,
the Land Partnership recognized deferred gain of
$28,550 due to the completion of infrastructure work
required by the sale. From these proceeds, $3.8
<PAGE>
million was distributed to the Registrant, and the
remaining proceeds were retained for development and
operating costs. The Registrant made interest and
principal payments on the Lender Financing of $2.3
million and distributed $1.4 million to its partners.
In 1993, the Land Partnership sold 12 acres for
$1.8 million. From the net proceeds, $125,000 was
retained for development and $1.4 million was
distributed to the Registrant and $71,402 to Reveille,
in accordance with the partnership agreement, the
remaining proceeds were retained to meet operating
expenses. The Registrant paid $1.2 in interest and
principal payments to the Lender and distributed
$189,394 to the Partners.
Comparative Analysis
Overall operations of the Registrant remained
comparable to prior years except for the fluctuations
in equity in income of partnerships and interest
expense. The equity in income of partnerships is
directly related to land sales at the Land Partnership
level and the involvement in 1995 and 1994 of Northeast
Building IV. Please refer to Item 14 and the Financial
Statements of Subsidiary not consolidated for detailed
information regarding the income of the Land
Partnership.
Interest expense includes interest accrued on the
principal balance and additional interest, if any, as
defined in Item 1 Narrative Description of the
Business. The Registrant paid additional interest of
$622,696, $239,237 and $0 in 1995, 1994, and 1993,
respectively. Accrued interest income has declined
through the years due to the reduction in principal
balances.
<PAGE>
Financial Position and Liquidity
At February 29, 1996, the Registrant had $39,880 in
cash and cash equivalents to meet its 1996 operational
needs which are expected to remain comparable to 1995.
Therefore, the General Partner believes that the
present cash balance will be sufficient to cover the
operating expenses for 1996.
In March 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No.
121 Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of (Statement
121). It requires that long-lived assets that are to
be disposed of be reported at the lower of carrying
amount or fair value less costs to sell. If
quoted prices are not available, the estimated fair
value is determined using the best information
available. After implementation, any material
impairments must be recorded to reflect an excess of
the carrying amount over the estimated fair value.
Statement 121 is applicable for fiscal years beginning
after December 15, 1995, and it will be implemented
prospectively by the Registrant effective January 1,
1996. Implementation of Statement 121 is not expected
to have a material impact on the financial statements
of the Registrant.
Item 8. Financial Statement and Supplementary Data
The Financial Statements required by Item 8 are
filed at the end of this Report.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the
Registrant
Registrant does not have any directors or officers.
222 North, Ltd. is the General Partner. Steven D.
Ezell, Michael A. Hartley and 222 Partners, Inc. are
the general partners of the General Partner and as such
have general responsibility and ultimate authority in
matters affecting Registrant's business.
The General Partners of 222 North, L.P. are as follows:
Steven D. Ezell
Steven D. Ezell, age 43, is a general partner of
222 North, Ltd. He is the President and sole
shareholder of 222 Partners, Inc. He has been an
officer of 222 Partners, Inc. from September 17, 1986
through the current period. Mr. Ezell is President and
50% owner of Landmark Realty Services Corporation. For
the prior four years, Mr. Ezell was involved in
property acquisitions for Dean Witter Realty Inc. in
New York City, most recently as Senior Vice President.
Steven D. Ezell is the son of W. Gerald Ezell.
Michael A. Hartley
Michael A. Hartley, age 36, is a general partner of
222 North, Ltd., and is Secretary/ Treasurer and Vice
President of 222 Partners, Inc. He has been an officer
of 222 Partners, Inc. from September 17, 1986 through
the current period. Mr. Hartley is Vice President and
50% owner of Landmark Realty Services Corporation.
Prior to joining Landmark, Mr. Hartley was Vice
President of Dean Witter Realty Inc., a New York-based
real estate investment firm.
<PAGE>
222 Partners Inc.
222 Partners, Inc. was formed in September, 1986
and serves as general partner for several other real
estate limited partnerships. Steven D. Ezell is the
sole shareholder of 222 Partners, Inc. The directors
of 222 Partners, Inc. are W. Gerald Ezell, Steven D.
Ezell and Michael A. Hartley. All officers are elected
by the Board of Directors and serve until their
successors are elected and qualified.
Other directors of 222 Partners, Inc are:
W. Gerald Ezell, age 65, serves on the Board of
Directors of 222 Partners, Inc. Until November, 1985,
Mr. Ezell had been for over 20 years an agency manager
for Fidelity Mutual Life Insurance Company and a
registered securities principal of Capital Analysts
Incorporated, a wholly owned subsidiary of Fidelity
Mutual Life Insurance Company.
Item 11. Executive Compensation
During 1995, Registrant was not required to and did
not pay remuneration to any executives, partners of the
General Partner or any affiliates, except as set forth
in Item 13 of this report, "Certain Relationships and
Related Transactions."
The General Partner does participate in the
profits, losses, and distributions of the Registrant as
set forth in the Partnership Agreement.
Item 12. Security Ownership of Certain Beneficial
Owners and Management
As of February 29, 1996, no person or "group" (as
that term is used in Section 3 (d)(3) of the Securities
Exchange Act of 1934) was known by the Registrant to
beneficially own more than five percent of the Units of
Registrant.
<PAGE>
As of the above date, the Registrant knew of no
partners of 222 North, Ltd. or directors of 222
Partners, Inc. that beneficially owned any of the units
of the Registrant.
There are no arrangements known by the Registrant,
the operation of which may, at a subsequent date,
result in a change in control of the Registrant.
Item 13. Certain Relationships and Related
Transactions
No affiliated entities have, for the year ending
December 31, 1995 earned or received compensation or
payments for services from the Registrant in excess of
$60,000. For a list of all transactions paid to
affiliates for the Registrant and the Land Partnership
see Note 2 to the Financial Statements.
The Registrant had a note payable balance of
$346,678 and accrued interest of $11,186 to North
Lenders, L.P., an affiliated partnership, at December
31, 1995.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K
(a) (1) Financial Statements
Independent Auditors' Report F-1
Financial Statements
Balance Sheets F-2
Statements of Operations F-3
Statements of Partners' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
(3) Exhibits
3 Amended and Restated Certificate and
Agreement of Limited Partnership,
incorporated by reference to Exhibit
A1 to the Prospectus of Registrant
dated September 1, 1988 filed
pursuant to Rule 424 (b) of the
Securities and Exchange Commission.
10A Loan Agreement by and among North
By Northeast, Ltd. and North Lenders,
Ltd., incorporated by reference to
Exhibit 10.1 to Registrant's
Form S-18 Registration Statement as
filed on July 19, 1988.
10B Deed of Trust and Security
Agreement by and among North Lenders,
Ltd. and the Registrant, incorporated
by reference to Exhibit 10.2 of the
Registrant's Form S-18 Registration
Statement as filed on July 19, 1988.
<PAGE>
10C Participating Mortgage Note of
North By Northeast, Ltd. to North
Lenders, Ltd., incorporated by
reference to Exhibit 10.3 to
Registrant's Form S-18 Registration
Statement as filed on July 19, 1988.
22 Subsidiaries-Registrant has no
subsidiaries.
27 Financial Data Schedule
(b) See Exhibits listed in Item 14(a)(3) above.
(c) Financial Statements of subsidiaries not
consolidated.
North By Northeast Land Partners
Independent Auditors' Report M-1
Balance Sheets M-2
Statements of Earnings M-3
Statements in Partners' Equity M-4
Statements of Cash Flows M-5
Notes to Financial Statements M-6
<PAGE>
All other Schedules have been omitted because they are
inapplicable, not required or the information is
included in the Financial Statements or notes thereto.
(d) No reports on Form 8-K have been filed during
the last quarter of 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
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
DATE: April 1, 1996 By: /s/ Steven D. Ezell
General Partner
DATE: April 1, 1996 By: /s/ Michael A. Hartley
General Partner
By: 222 Partners, Inc.
General Partner
DATE: April 1, 1995 By:/s/ Michael A. Hartley
Secretary/Treasurer
<PAGE>
SIGNATURES (Cont'd)
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
NORTH BY NORTHEAST, LTD.
By: 222 North, Ltd.
General Partner
DATE: April 1, 1996 By: /s/ Steven D. Ezell
Steven D. Ezell
General Partner
DATE: April 1, 1996 By: /s/ Michael A. Hartley
Michael A. Hartley
General Partner
By: 222 Partners, Inc.
General Partner
DATE: April 1, 1996 By:/s/ Michael A. Hartley
Secretary/Treasurer
Supplement Information to be Furnished with Reports
filed Pursuant to Section 15(d) of the Act by
Registrant Which Have Not Registered Securities
Pursuant to Section 12 of the Act:
No annual report or proxy material has been sent to
security holders.
<PAGE>
Independent Auditors' Report
The Partners
North By Northeast, Ltd.:
We have audited the accompanying balance sheets of
North By Northeast, Ltd. (a limited partnership) as of
December 31, 1995 and 1994, and the related statements
of operations, partners' equity, and cash flows for
each of the years in the three-year period ended
December 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our
responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of North By Northeast, Ltd. at
December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the years in
the three-year period ended December 31, 1995, in
conformity with generally accepted accounting
principles.
As discussed in Note 7, the Partnership adopted in
1995 the provisions of Statement of Financial
Accounting Standards No. 107, Disclosures about Fair
Value of Financial Instruments.
KPMG Peat Marwick LLP
Nashville, Tennessee
January 19, 1996
F-1
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Balance Sheets
<TABLE>
December 31, 1995 and 1994
<CAPTION>
<S> <C> <C>
Assets 1995 1994
______ _____ _____
Cash and cash equivalents (note 4) $42,479 53,208
Investment in partnerships
(notes 3 and 4) 461,473 2,413,975
________ ________
Total assets $ 503,952 2,467,183
======== ========
Liabilities and Partners' Equity
Note payable to affiliate (note 4) 346,678 1,325,513
Accrued interest payable to
affiliate (note 4) 11,186 18,158
Accounts payable - 31
________ ________
Total liabilities 357,864 1,343,702
Partners' equity 146,088 1,123,481
________ ________
Commitments and contingencies
(notes 3 and 4)
Total liabilities
and partners' equity $503,952 2,467,183
======== ========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Statements of Operations
<TABLE>
Years ended December 31, 1995, 1994 and 1993
<CAPTION>
1995 1994 1993
____ ____ ____
<S> <C> <C> <C>
Equity in income of partnerships
(note 3) $509,134 1,233,519 601,423
Gain on sale of partnership
(note 3) 174,382 - -
Other income - 7,294 -
Interest income 4,408 1,607 1,265
________ _______ _______
Total income 687,924 1,242,420 602,688
Expenses:
Legal and accounting (note 2) 8,186 7,219 6,006
General and administrative 1,598 2,052 979
Interest expense
(notes 2 and 4) 666,663 484,264 305,930
Amortization - - 14,620
Other management fees - - 7,594
________ _______ _______
Total expenses 676,447 493,535 335,129
________ _______ _______
Net earnings $11,477 748,885 267,559
======== ======= =======
Net earnings
per unit $6.12 399.41 142.70
======== ======= =======
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
Limited General
partners partner Total
_______ _______ _____
<S> <C> <C> <C>
Partners' equity,
December 31, 1992 $ 1,748,165 - 1,748,165
Distributions(note 6) (187,500) (1,894) (189,394)
Net earnings 265,665 1,894 267,559
________ ______ ________
Partners' equity,
December 31, 1993 1,826,330 - 1,826,330
Distributions(note 6) (1,396,875) (54,859) (1,451,734)
Net earnings 694,026 54,859 748,885
________ ______ ________
Partners' equity,
December 31, 1994 1,123,481 - 1,123,481
Distributions(note 6) (721,875) (266,995) (988,870)
Net earnings - 11,477 11,477
________ ______ ________
Partners' equity,
December 31, 1995 $ 701,606 (255,518) 146,088
======== ======= =======
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1995, 1994 and 1993
<TABLE>
1995 1994 1993
____ ____ ____
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $11,477 748,885 267,559
Adjustments to reconcile
net earnings (loss) to
net cash used by
operating activities:
Income from investments
in partnerships (509,134) (1,233,519) (601,423)
Gain on sale of
partnership (174,382) - -
Amortization - - 14,620
Decrease in accrued
interest payable
to affiliate (6,972) (287,772) (192,940)
(Decrease) increase
in accounts payable (31) 31 -
_______ _______ _______
Total adjustments (690,519) (1,521,260) (779,743)
_______ _______ _______
Net cash used by
operating
activities (679,042) (772,375) (512,184)
_______ _______ _______
Cash flows from investing
activities - distributions
from partnerships, net of
noncash transaction 2,636,018 3,774,921 1,389,807
_______ _______ _______
Cash flows from financing activities:
Distributions to partners (988,870) (1,451,734) (189,394)
Payment of notes payable
to affiliates (978,835) (1,538,052) (693,639)
_______ _______ _______
Net cash used by
financing
activities (1,967,705) (2,989,786) (883,033)
_______ _______ _______
Net (decrease)
increase in cash
and cash equivalents (10,729) 12,760 (5,410)
Cash and cash equivalents
at beginning of year 53,208 40,448 45,858
_______ _______ _______
Cash and cash equivalents
at end of year $42,479 53,208 40,448
======= ======= =======
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Statements of Cash Flows, Continued
Years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
____ ____ ____
<S> <C> <C> <C>
Supplemental Disclosures of Cash Flow Information:
Cash paid during the
year for interest $673,635 772,036 498,870
======= ======= =======
</TABLE>
During 1994, North by Northeast Land Partners
distributed an investment in Northeast Building IV,
L.P., which had an estimated value of $310,948, to
North by Northeast, Ltd. See note 3 for additional
information.
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1995 and 1994
(1)Summary of Significant Accounting Policies
(a) Organization
North By Northeast, Ltd. (the Partnership) was
organized on June 27, 1988 to participate as a
general partner in North By Northeast Land
Partners (the Land Partnership) and other
affiliated partnerships. On October 18, 1988,
the Land Partnership acquired an undeveloped
tract of land in Indianapolis, Indiana for the
purpose of developing and selling parcels of
real estate. The General Partner is 222 North,
Ltd., whose general partners are 222 Partners,
Inc., Steven D. Ezell and Michael A. Hartley
(see note 5).
(b) Income Taxes
The Partnership prepares financial statements
and Federal income tax returns on the accrual
method and includes only those assets,
liabilities and results of operations which
relate to the business of the Partnership. No
provision has or will be made for Federal or
state income taxes since such taxes are the
personal responsibility of the partners.
(c) Investment in Partnerships
Investment in North By Northeast Land Partners
is accounted for using the equity method.
Accordingly, the Partnership's investment has
been adjusted to reflect its proportionate
share of profits, losses, and distributions.
Interest incurred on notes payable attributable
to investment in the Land Partnership was
capitalized when the Land Partnership was
actively developing its land. It is currently
being charged to expense as the development
project is substantially complete. Capitalized
interest is amortized as land parcels are sold
on the basis of the relative sales value of the
parcels.
Investment in Northeast Building IV, L.P. was
accounted for using the cost method and was
sold in 1995.
F-6
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1995 and 1994
(d) Partnership Allocations
Net earnings, losses, and distributions of cash
flow of the Partnership are allocated among the
limited partners and general partners, in
accordance with the agreement of the limited
partnership.
(e) Cash and Cash Equivalents
The Partnership considers all short-term
investments with original maturities of three
months or less at the date of purchase to be
cash equivalents.
Cash belonging to the Partnership is combined
in an account with funds from other
partnerships related to the general partner.
(f) Estimates
Management of the Partnership has made
estimates and assumptions to prepare these
financial statements. Actual results could
differ from those estimates.
(2) Related Party Transactions
The General Partner and its affiliates have
been actively involved in managing the
investments in partnerships. Affiliates of the
General Partner receive fees or commissions for
performing certain services. Compensation paid
for these services during 1995, 1994 and 1993
is as follows:
<TABLE>
1995 1994 1993
<S> <C> <C> <C>
Accounting fees $1,500 1,500 1,450
Interest expense 666,663 484,264 305,930
====== ====== ========
</TABLE>
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1995 and 1994
(3) Investment in Partnerships
Investment in partnerships include the following
investments:
<TABLE>
December 31,
1995 1994
<S> <C> <C>
Northeast Building IV, L.P. $ - 310,948
North By Northeast Land Partners 461,473 2,103,027
======== ========
</TABLE>
The Partnership has a 50% ownership interest in
North By Northeast Land Partners, a general
partnership. The remaining 50% is owned by an
unrelated affiliate of Trammell Crow Company.
Pursuant to the partnership agreement, the Trammell
Crow affiliate will provide development supervision
for the acquisition of the land and construction of
the improvements. At December 31, 1995,
development on the land is substantially complete.
Summarized information relative to assets,
liabilities, results of operations and cash flows
of North By Northeast Land Partners, is presented
below (in thousands):
Financial Position
at Year-End
Assets
<TABLE>
1995 1994
____ ____
<S> <C> <C>
Cash and investments $485 230
Restricted cash 28 -
Land held for investment 598 2,110
Other assets - 3
_____ _____
$1,111 2,343
===== =====
Liabilities and
Partners'Equity
1995 1994
____ ____
Accrued expenses $59 93
Partners' equity 1,052 2,250
_____ _____
$1,111 2,343
===== =====
</TABLE>
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1995 and 1994
<TABLE>
Operations for the Year
1995 1994 1993
<S> <C> <C> <C>
Revenues:
Gain on sale of land $1,097 1,987 815
Other 363 35 41
____ ___ ___
1,460 2,022 856
Operating expenses 97 120 90
____ ___ ___
Net earnings $1,363 1,902 766
==== ==== ====
Cash Flows for the Year
1995 1994 1993
Operating activities $2,816 3,925 1,450
Investing activities (4) (3) (3)
Financing activities (2,561) (3,775) (1,461)
Net increase (decrease)
in cash and cash equivalents $251 147 (14)
____ ____ _____
</TABLE>
(Continued)
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Notes to Financial Statements
A summary of activity in the Partnership's investment
account and a reconciliation of the partner's equity
account on the books of the investee and the
Partnership's investment account follows (in
thousands):
<TABLE>
1995 1994 1993
<S> <C> <C> <C>
Balances, beginning of year $1,862 4,434 5,130
Net income allocated
to Partnership 687 1,514 694
Distributions (2,151) (4,086) (1,390)
____ _____ ____
Partner's equity account 398 1,862 4,434
Capitalized construction
period interest at year end 63 241 521
____ _____ ____
Investment in North by
Northeast Land Partners $461 2,103 4,955
____ _____ ____
</TABLE>
The Partnership is committed to contribute an
additional $254,862 to the Land Partnership. However,
due to retained proceeds from property sales,
management of the Land Partnership does not anticipate
a need for these funds.
During 1994, North by Northeast Land Partners sold 8.4
acres to Northeast Building IV, L.P., an Indiana
limited partnership, for $60,000 an acre. In exchange
for the acreage sold, the Land Partnership received an
equity interest in the purchaser and $193,292 in cash.
The equity interest in the purchaser represents a
13.644% interest in capital, 10% interest in all
operating cash flows, and upon sale or refinancing of
the building, a priority return of capital and 7.5% of
any profits. Because the Partnership's co-general
partner in North by Northeast Land Partners decided not
to participate in this investment with the Partnership,
the investment was treated as a noncash distribution
from North by Northeast Land Partners to North by
Northeast, Ltd. In 1995, the Partnership's interest
was sold for net proceeds of $485,330 resulting in a
gain of $174,382 which is included in the accompanying
statement of operations.
(Continued)
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Notes to Financial Statements
(4) Note Payable to Affiliate
The note payable to affiliate at December 31, 1995,
represents a $346,678 long-term note payable to
North Lenders, L.P., an affiliate sharing the same
General Partner. The note incurs simple interest
at an annual rate of 10% plus "additional interest"
equal to 50% of "net revenues", as defined in the
Participating Loan Agreement. During 1995 and
1994, the Partnership recognized $622,696 and
$239,237, respectively, of "additional interest"
expense. The note is secured by a mortgage on land
owned by the Land Partnership and by a security
interest in any cash reserves or investment
securities held by the Partnership. Interest and
principal payments become due upon the sale of the
collateral or any portion thereof to the extent
cash is available, but no later than December 31,
2002. The loan agreement permits the Land
Partnership to withhold up to 25% of the net sale
proceeds for future development costs.
(5) General Partner Bankruptcy
On February 25, 1991, W. Gerald Ezell, a former
general partner of 222 North, Ltd., elected to file
for reorganization under Chapter 11 of the United
States Bankruptcy Code. This election is designed
to allow Mr. Ezell to satisfy his personal
creditors in an orderly manner. The filing has no
impact on the legal standing of the Partnership.
On April 6, 1994, Mr. Ezell sold his general
partnership interest in 222 North, Ltd. in
accordance with bankruptcy court approved plan to
liquidate his assets and satisfy his creditors. In
accordance with the partnership agreement, Mr.
Ezell's interest in 222 North, Ltd. was converted
into a special limited partnership interest, and
his general partner responsibilities were
transferred to the remaining general partners,
Steven D. Ezell, Michael A. Hartley, and 222
Partners, Inc. W. Gerald Ezell remains on the
Board of 222 Partners, Inc.
(Continued)
<PAGE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
Notes to Financial Statements
(6) Distributions
For the years ended December 31, 1995, 1994, and
1993, the Partnership made distributions totaling
$988,870, $1,451,734, and $189,394, respectively.
Of these amounts, $721,875 ($385 per share),
$1,396,875 ($745 per share), and $187,500 ($100 per
share), respectively, were allocated to the limited
partners. Distributions to the general partner
were $266,995, $54,859, and $1,894, for the years
ended December 31, 1995, 1994, and 1993,
respectively.
(7) Fair Value of Financial Instruments
At December 31, 1995, the Partnership had financial
instruments including cash and cash equivalents of
$42,479, accrued liabilities of $11,186, and a note
payable of $346,678. The carrying amounts of cash
and cash equivalents, and accrued liabilities
approximate fair value because of the short
maturity of those financial instruments.
The determination of the estimated fair value of
note payable to affiliate was not practicable as
the note agreement does not provide for a
predictable cash payment stream.
<PAGE>
Independent Auditors' Report
The Partners
North By Northeast Land Partners:
We have audited the accompanying balance sheets of
North By Northeast Land Partners (a general
partnership) as of December 31, 1995 and 1994, and the
related statements of earnings, partners' equity, and
cash flows for each of the years in the three-year
period ended December 31, 1995. These financial
statements are the responsibility of the Partnership's
management. Our responsibility is to express an
opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are
free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.
An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of North By Northeast Land Partners
at December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the years in
the three-year period ended December 31, 1995, in
conformity with generally accepted accounting
principles.
As discussed in Note 7, the Partnership adopted in 1995
the provisions of Statement of Financial Accounting
Standards No. 107, Disclosures about Fair Value of
Financial Instruments.
KPMG Peat Marwick LLP
Nashville, Tennessee
January 19, 1996
M-1
<PAGE>
NORTH BY NORTHEAST LAND PARTNERS
(A General Partnership)
Balance Sheets
December 31, 1995 and 1994
<TABLE>
<CAPTION>
<S> <C> <C>
Assets 1995 1994
_____ _____ _____
Cash and cash equivalents (note 3) $431,876 181,200
Restricted cash (note 1) 27,539 -
Certificate of deposit 53,576 49,424
Land held for investment
(notes 3, 4 and 5) 597,923 2,109,703
Accounts receivable - 2,769
________ ________
Total assets $1,110,914 2,343,096
======== ========
Liabilities and Partners' Equity
Accounts payable (note 2) 59,260 92,943
________ ________
Total liabilities 59,260 92,943
Partners' equity 1,051,654 2,250,153
________ ________
Commitments and contingencies
(notes 2, 3 and 5)
Total liabilities and
partners' equity $1,110,914 2,343,096
======== ========
</TABLE>
See accompanying notes to financial statements.
M-2
<PAGE>
NORTH BY NORTHEAST LAND PARTNERS
(A General Partnership)
Statements of Earnings
Years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
1995 1994 1993
_____ _____ _____
<S> <C> <C> <C>
Revenues:
Sales proceeds $3,209,564 4,875,547 1,845,320
Cost of land sold (1,759,379) (2,532,573) (833,994)
Selling expenses (note 2) (353,843) (356,303) (196,703)
________ _______ _______
Gain on sale
of land 1,096,342 1,986,671 814,623
Other income:
Inducement fee (note 3) 253,805 - -
Common area maintenance
income 73,650 - -
Interest 28,262 8,401 5,214
Rental income (note 4) - 5,139 5,139
Miscellaneous 7,714 21,893 31,340
________ _______ _______
363,431 35,433 41,693
________ _______ _______
Total revenues 1,459,773 2,022,104 856,316
Expenses:
Partnership administration
fee (note 2) 6,000 6,000 6,000
Legal and accounting
(note 2) 19,418 11,754 8,681
Property management fee
(note 2) 6,000 6,000 6,000
Other land management fees
(note 2) 51,927 82,370 51,282
General and administrative
expenses 5,914 5,298 7,791
Property taxes 7,630 8,866 10,822
________ _______ _______
Total expenses 96,889 120,288 90,576
________ _______ _______
Net earnings $ 1,362,884 1,901,816 765,740
======== ======= =======
</TABLE>
See accompanying notes to financial statements.
M-3
<PAGE>
NORTH BY NORTHEAST LAND PARTNERS
(A General Partnership)
Statement of Partners' Equity
Years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
Reveille
North By Industrial
Northeast, Ltd. #3, L.P. Total
<S> <C> <C> <C>
Partners' equity,
December 31, 1992 $ 5,129,675 - 5,129,675
Distributions to
partners (1,389,807) (71,402) (1,461,209)
Net earnings 694,338 71,402 765,740
________ _______ ________
Partners' equity,
December 31, 1993 4,434,206 - 4,434,206
Distributions to
partners (4,085,869) - (4,085,869)
Net earnings 1,513,444 388,372 1,901,816
________ _______ ________
Partners' equity,
December 31, 1994 1,861,781 388,372 2,250,153
Distributions to
partners (2,138,083) (423,300) (2,561,383)
Net earnings 687,284 675,600 1,362,884
________ _______ ________
Partners' equity,
December 31, 1995 $ 410,982 640,672 1,051,654
======== ======= ========
</TABLE>
See accompanying notes to financial statements.
M-4
<PAGE>
NORTH BY NORTHEAST LAND PARTNERS
(A General Partnership)
<TABLE>
Statements of Cash Flows
<CAPTION>
Years ended December 31, 1995, 1994 and 1993
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $1,362,884 1,901,816 765,740
Adjustments to reconcile
net earnings to net cash
provided by operating activities:
Cost of land sold 1,759,379 2,532,573 833,994
Cost of land
improvements (247,599) (522,834) (135,689)
Increase in restricted
cash (27,539) - -
Decrease (increase)
in interest receivable - - 1,537
Decrease (increase)
in accounts receivable 2,769 24,999 (26,619)
Increase (decrease)
in accounts payable (33,683) 75,020 11,209
(Decrease) increase in
revenue applicable
to future improvements - (86,550) -
________ _______ _______
Total adjustments 1,453,327 2,023,208 684,432
________ _______ _______
Net cash provided
by operating
activities 2,816,211 3,925,024 1,450,172
Cash flows from investing activities
- increase in certificate
of deposit (4,152) (3,362) (3,134)
Cash flows from financing
activities - distributions
to partners (2,561,383) (3,774,921) (1,461,209)
________ _______ _______
Net increase (decrease)
in cash and cash
equivalents 250,676 146,741 (14,171)
Cash and cash equivalents
at beginning of year 181,200 34,459 48,630
________ _______ _______
Cash and cash equivalents
at end of year $431,876 181,200 34,459
======== ======= =======
</TABLE>
<PAGE>
NORTH BY NORTHEAST LAND PARTNERS
(A General Partnership)
Statements of Cash Flows
Years ended December 31, 1995, 1994 and 1993
Supplemental Disclosure of Noncash Financing and Investing
Activities:
During 1994, the Partnership distributed to North by
Northeast, Ltd. an interest in a limited partnership
investment received in a sale of land held for
investment. The limited partnership had an estimated
value of $310,948 which was the Partnership's basis in
the investment.
See accompanying notes to financial statements.
M-5
<PAGE>
NORTH BY NORTHEAST LAND PARTNERS
(A General Partnership)
Notes to Financial Statements
December 31, 1995 and 1994
(1) Summary of Significant Accounting Policies
(a) Organization
North by Northeast Land Partners (the
Partnership) was organized by North by
Northeast, Ltd. and Reveille Industrial #3
Limited Partnership (RILP), an affiliate of
Trammell Crow Company (Trammell Crow), each
acting as general partners and each owning 50%
of the partnership. The Partnership was
organized on October 18, 1988 for the purpose
of acquiring, developing and selling parcels of
real estate near Indianapolis, Indiana.
(b) Income Taxes
The Partnership prepares financial statements
and Federal income tax returns on the accrual
method and includes only those assets,
liabilities and results of operations which
relate to the business of the Partnership. No
provision has or will be made for Federal or
state income taxes since such taxes are the
responsibility of the partners.
(c) Land Held for Investment
The Partnership acquired a tract of undeveloped
land representing approximately 169 acres.
Land held for investment is recorded at
acquisition cost plus certain carrying costs.
Insurance and property taxes are capitalized as
carrying costs of the property during the
development period. Insurance and property
taxes are charged to expense once development
of the property is substantially complete.
Revenue applicable to future improvements is
deferred and recognized as improvements are
completed. Remaining acreage at December 31,
1995 and 1994 is approximately 11 acres and 31
acres, respectively.
M-6
<PAGE>
NORTH BY NORTHEAST LAND PARTNERS
(A General Partnership)
Notes to Financial Statements
(d) Partnership Allocations
Net earnings, losses, and distributions of
cash flow of the Partnership are allocated
among the general partners in accordance
with the partnership agreement.
(e) Cash and Cash Equivalents
The Partnership considers all short-term
investments with original maturities of
three months or less at the date of
purchase to be cash equivalents.
Cash belonging to the Partnership is
combined in an account with funds from
other partnerships related to the general
partner.
(f) Restricted Cash
At December 31, 1995, the Partnership has
restricted cash balances of $27,539
representing retainage on land improvements
made to land sold.
(g) Estimates
Management of the Partnership has made
estimates and assumptions to prepare these
financial statements. Actual results could
differ from those estimates.
<PAGE>
NORTH BY NORTHEAST LAND PARTNERS
(A General Partnership)
Notes to Financial Statements
(2) Related Party Transactions
The General Partners and their affiliates
have been actively involved in managing the
property. Affiliates of the General
Partners receive fees and commissions for
performing certain services. Expenses
incurred for these services during 1995,
1994 and 1993 are as follows:
<TABLE>
<CAPTION>
Payee Nature of Compensation 1995 1994 1993
<S> <C> <C> <C> <C>
Landmark Realty
Services Corp. Administration fees $6,000 6,000 6,000
Management fees 6,000 6,000 6,000
Sales commissions 45,852 100,147 52,474
Accounting fees 800 400 400
Year-end payable 400 66,875 -
Trammell Crow
Company (RILP) Sales commissions 98,556 161,980 55,360
Development costs - 7,270 5,092
Development fees - - 1,000
Management fees 56,387 74,454 49,230
Year-end payable - - 17,923
</TABLE>
(3) Land Held for Investment
The components of land held for investment at
December 31, are as follows:
<TABLE>
<CAPTION> 1995 1994
<S> <C> <C>
Land and carrying costs $ 342,370 1,208,014
Land improvements 255,553 901,689
------- ---------
$ 597,923 2,109,703
======= =========
</TABLE>
Aggregate cost for federal income tax purposes for
land held for investment was $597,923 and
$2,109,703 at December 31, 1995 and 1994,
receptively.
(Continued)
<PAGE>
NORTH BY NORTHEAST LAND PARTNERS
(A General Partnership)
Notes to Financial Statements
The Partnership's land held for investment and cash
and cash equivalents serve as collateral on a note
payable of North by Northeast, Ltd. to an
affiliate. At December 31, 1995 and 1994, the note
had an outstanding principal balance of $346,678
and $1,325,513, respectively. It bears interest at
10% plus "additional interest" equal to 50% of "net
revenues" of North by Northeast, Ltd. as defined in
the Participating Loan Agreement. Interest and
principal payments become due upon the sale of the
collateral or any portion thereof to the extent
cash is available, but no later than December 31,
2002. The loan agreement permits the Partnership
to withhold up to 25% of the net sales proceeds for
future development costs.
During the year ended December 31, 1995, one of the
landowners in the Partnership's development
requested a change in its land purchase contract to
allow for additional outparcels. Management of the
Partnership negotiated and received a fee of
$253,805 as consideration for allowing this change.
(4) Lease
During 1992, the Partnership, as lessor, entered
into a noncancelable operating lease for
approximately 13,500 square feet of land to be used
for parking. During November 1994, the land was
sold, and the lease terminated. Rental income
during 1994 was $5,139.
(5) Commitments
The Partnership was committed to make certain
improvements pursuant to a 1992 sales agreement and
had entered into contractual arrangements for the
extension of sewer lines and asphalt paving. The
sales agreement requires 110% of the estimated
costs of the improvements be held in escrow when
the buyer begins construction. As of December 31,
1994, construction was complete and deferred
revenue of $86,550 was recognized as income. The
improvements cost approximately $58,000.
<PAGE>
NORTH BY NORTHEAST LAND PARTNERS
(A General Partnership)
Notes to Financial Statements
(6) General Partner Bankruptcy
On February 25, 1991, W. Gerald Ezell, a former
general partner of 222 North, Ltd. (222 North, Ltd.
is a general partner in North by Northeast, Ltd.),
elected to file for reorganization under Chapter 11
of the United States Bankruptcy Code. This
election is designed to allow Mr. Ezell to satisfy
his personal creditors in an orderly manner. The
filing has no impact on the legal standing of the
Partnership.
On April 6, 1994, Mr. Ezell sold his general
partnership interest in 222 North, Ltd. in
accordance with bankruptcy court approved plan to
liquidate his assets and satisfy his creditors. In
accordance with the partnership agreement, Mr.
Ezell's interest in 222 North, Ltd. was converted
into a special limited partnership interest, and
his general partner responsibilities were
transferred to 222 Partners, Inc., the remaining
general partner. W. Gerald Ezell remains on the
Board of 222 Partners, Inc.
(7) Fair Value of Financial Instruments
At December 31, 1995, the Partnership had financial
instruments including cash and cash equivalents of
$431,876, restricted cash and certificates of
deposit of $81,115, and accrued liabilities of
$59,260. The carrying amounts of these financial
instruments approximate fair value because of the
short maturity of such instruments.
<PAGE>
Exhibits filed to Item 14(a)(3):
NORTH BY NORTHEAST, LTD.
(A Tennessee Limited Partnership)
Exhibit Index
Exhibit
3 Amended and Restated Certificate and
Agreement of Limited Partnership,
incorporated by reference to Exhibit A1 to
the Prospectus of Registrant dated September
1, 1988 filed pursuant to Rule 424 (b) of
the Securities and Exchange Commission.
10A Loan Agreement by and among North By
Northeast, Ltd. and North Lenders, Ltd.,
incorporated by reference to Exhibit 10.1 to
Registrant's Form S-18 Registration
Statement as filed on July 19, 1988.
10B Deed of Trust and Security Agreement by and
among North Lenders, Ltd. and the
Registrant, incorporated by reference to
Exhibit 10.2 of the Registrant's Form S-18
Registration Statement as filed on July 19,
1988.
10C Participating Mortgage Note of North By
Northeast, Ltd. to North Lenders, Ltd.,
incorporated by reference to Exhibit 10.3 to
Registrant's Form S-18 Registration
Statement as filed on July 19, 1988.
22 Subsidiaries-Registrant has no subsidiaries.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 42,479
<SECURITIES> 461,473
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 503,952
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 146,088
<TOTAL-LIABILITY-AND-EQUITY> 503,952
<SALES> 0
<TOTAL-REVENUES> 687,924
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 676,447
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 666,663
<INCOME-PRETAX> 11,477
<INCOME-TAX> 0
<INCOME-CONTINUING> 11,477
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,477
<EPS-PRIMARY> 6.12
<EPS-DILUTED> 6.12
</TABLE>
