<PAGE>
<PAGE> 1
FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 31326, eff. 10/22/92.)
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 March 31, 1996
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 62-1356792
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification)
One Belle Meade Place, 4400 Harding Road, Suite 500,
Nashville, Tennessee 37201
(Address of principal executive office) (Zip Code)
(615) 292-1040
(Registrant's telephone number, including area code)
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>
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statement
NORTH BY NORTHEAST, LTD.
(A Tennessee Limited Partnership)
FINANCIAL STATEMENTS
For The Three Months Ended March 31, 1996
INDEX
Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
<PAGE> 3
<TABLE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
ASSETS
<CAPTION>
March 31, December 31,
1996 1995
<S> <C> <C>
Investment in Partnership
(note B) $456,646 $ 461,473
CASH 39,783 42,479
Total Assets $496,429 $503,952
======= =======
LIABILITIES AND PARTNERS' EQUITY
ACCRUED INTEREST TO AFFILIATE 19,829 11,186
NOTE PAYABLE TO AFFILIATE 346,678 346,678
PARTNERS' EQUITY 129,922 146,088
Total Liabilities &
Partners' Equity $496,429 $503,952
======= =======
<FN>
See notes to financial statements.
/TABLE
<PAGE>
<PAGE> 4
<TABLE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter and
Year-to-Date Ending
March 31,
1996 1995
<S> <C> <C>
REVENUES:
Equity in income of
Partnership $ (4,826) $429,575
-------- --------
(4,826) 429,575
EXPENSES:
Legal & Accounting 2,677 3,000
Interest Expense 8,643 332,354
General & Administrative 19 595
-------- --------
Total expenses 11,339 335,949
Net (loss) earnings $(16,165) $93,626
======== =======
<FN>
See notes to financial statements
/TABLE
<PAGE>
<PAGE> 5
<TABLE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Year-to-date
March 31,
1996 1995
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings $(16,165) $93,626
Adjustments to reconcile
Net (Loss) Earnings to Net
Cash Used in operating Activities:
Change in Accounts Payable - 900
Change in Accounts Receivable - (750)
Loss (Income) from Investment
in Partnership 4,826 (429,575)
Total Adjustment 4,826 (429,425)
Net Cash Used in
Operating Activities (11,339) (335,799)
Cash Flows from Investing Activities:
Cash Distribution received
from Partnerships - 1,920,206
Net Cash provided by
Investing Activities - 1,920,206
Cash Flows from Financing Activities:
Cash Distribution to Partners - (629,281)
Change in Accrued Interest 8,643 (15,069)
Principal & Interest Payments
on Lender Financing - (922,830)
Net Cash (used in)/
provided by Financing Activities 8,643 (1,567,180)
Net Increase (Decrease) in
Cash Equivalents (2,696) 17,227
CASH AT JANUARY 1, 42,479 53,208
CASH AT MARCH 31, $39,783 $70,435
======== =======
<FN>
See notes to financial statements.
/TABLE
<PAGE>
<PAGE> 6
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 1996
(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,
1995. 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 three month
period ended March 31, 1996 may not be indicative of the
results that may be expected for the year ending December
31, 1996.
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 Three Months Ending March 31, 1996
<S> <C>
REVENUES:
Miscellaneous 13,210
------
Total Revenues 13,210
EXPENSES:
Partnership Admin./Prop Mgmt. fees 3,000
Legal and accounting fees 19,551
General and administrative expenses 312
Total Expenses $22,863
NET EARNINGS $(9,653)
Allocation to Trammell Crow entity $(4,827)
Income from Investment
in Partnership $(4,826)
/TABLE
<PAGE>
<PAGE> 7
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations for the Quarter ended March 31,
1996
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 to reflect the activity
from the investment in North By Northeast Land
Partners. The operations of the Partnership revolve
around that of the Land Partnership. Interest and
principal payments are not due until property is sold
at the Land Partnership level.
During the first quarter of 1995, the Land Partnership
sold approximately 18 acres for approximately $3
million, while there have been no sales during the
first quarter of 1996. This lack of sales explains the
decrease in equity in income of Partnership. Also due
to the large profit earned on the sales at the Land
Partnership level in 1995, the required distribution to
the Lender exceeded the interest accrued through that
date and the cumulative applicable principal payments,
generating "additional interest" as defined by the
Lender Financing agreement. Because there were no
sales in the first quarter of 1996, there was no
"additional interest" expense. In 1996, accrued
interest expense on the Lender Financing decreased due
to a lower debt balance.
Financial Condition and Liquidity
The General Partner does not intend to further develop
the property except development required by sales
contracts.
At April 30, 1996, the Registrant had $38,882 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>
<PAGE> 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule for the
First Quarter of 1996.
(b) No 8-K's have been filed during this quarter.
<PAGE>
<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
Date: May 14, 1996 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partner
Date: May 14, 1996 By:/s/ Michael A. Hartley
Secretary/Treasurer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000835954
<NAME> NORTH BY NORTHEAST, LTD.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 39,783
<SECURITIES> 456,646
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 496,429
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 129,922
<TOTAL-LIABILITY-AND-EQUITY> 496,429
<SALES> 0
<TOTAL-REVENUES> (4,826)
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 11,339
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (16,165)
<INCOME-TAX> 0
<INCOME-CONTINUING> (16,165)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,165)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
