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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, 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 62-1271664
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification)
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)
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 ___
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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, 1996
INDEX
Financial Statements:
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
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<TABLE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
BALANCE SHEETS
(Unaudited)
ASSETS
<CAPTION>
September 30, December 31,
1996 1995
<S> <C> <C>
INVESTMENTS IN PARTNERSHIP
(note B) $ 472,257 $ 461,473
CASH 38,492 42,479
Total Assets $510,749 $503,952
======= =======
LIABILITIES AND PARTNERS' EQUITY
ACCRUED INTEREST TO AFFILIATE 37,211 11,186
NOTE PAYABLE TO AFFILIATE 346,678 346,678
PARTNERS' EQUITY 126,860 146,088
Total Liabilities
& Partners' Equity $510,749 $503,952
======= =======
<FN>
See notes to financial statements.
/TABLE
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<TABLE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter Ending Year to Date
Ending
September 30, September 30,
________________
___________________
1996 1995 1996 1995
<S> <C> <C> <C> <C>
REVENUE:
Equity in Income
of Partnership 5,137 217,182 10,784 637,475
Interest Income - - 1,000 1,773
Total Revenue 5,137 217,182 11,784 639,248
EXPENSES:
Interest 8,739 9,813 26,025 35,229
Additional Interest - 302,978 - 622,696
Legal & Accounting
Fees - 1,049 4,467 8,186
General & Admin.
Expenses - 1,023 520 1,619
Total Expenses 8,739 314,863 31,012 667,730
NET INCOME (LOSS)$(3,602) (97,681)(19,228) (28,482)
<FN>
See notes to financial statements
</TABLE>
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<TABLE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Year-to-date
September 30,
1996 1995
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $(19,228) (28,482)
Adjustments to reconcile
Net Income to Net Cash used in
Operating Activities:
Change in Accounts Payable - 300
Accrued Interest 26,025 35,229
Gain from Investment in Partnership(10,784) (637,475)
Total Adjustments (15,241) (601,946)
Net Cash used in Operating Activities(3,987) (630,428)
Cash Flows from Investing Activities:
Cash Distribution from Partnership - 2,636,019
Cash Flows from Financing Activities:
Distribution to Partners - (988,870)
Interest Pymts. on Lender Financing - (50,939)
Principle Pymts. on Lender Financing - (978,835)
Net Cash used in Financing Activities- (2,018,644)
Net Increase/(Decrease) in
Cash and Cash Equivalents (3,987) (13,053)
CASH AT JANUARY 1, 42,479 53,208
CASH AT SEPTEMBER 30, $ 38,492 40,155
======== ========
<FN>
See notes to financial statements.
</TABLE>
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NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 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 nine month period
ended September 30, 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.
Statement of Operations
For The Nine Months Ending September 30, 1996
REVENUES:
<TABLE>
<S> <C>
Interest income 11,167
Miscellaneous 70,212
Total Revenues 81,379
EXPENSES:
Partnership Admin./Prop Mgmt. fees 9,000
Legal and accounting fees 25,662
Developers fees 6,780
General and administrative expenses 730
Property maintenance expense 17,639
Property taxes
Total Expenses 59,811
NET EARNINGS 21,568
Allocation to Trammell Crow entity 10,784
Income from Investment in Partnership $10,784
</TABLE> <PAGE>
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Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
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.
There have been no land sales at the Land Partnership level
during 1996. During 1995, the Land Partnership sold
approximately 20 acres for approximately $3.2 million. Due to
the large profit earned on the 1995 sales, the Registrant's
required distribution to the Lender exceeded the interest
accrued through that date, generating "additional interest" as
defined by the Lender Financing agreement. Due to the lack of
sales in 1996, no additional interest is incurred. Interest
expense for the Registrant is lower in 1996 due to principal
reductions .
Except for the above mentioned fluctuations, operations of the
Registrant have remained comparable and are expected to be
comparable in the future.
Financial Condition and Liquidity
The General Partner does not intend to further develop the
property except development required by sales contracts.
At October 31, 1996, the Registrant had $38,492 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) Exhibits
Exhibit 27 - Financial Data Schedule
(b) No 8-K's have been filed during this quarter.
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<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: November 14, 1996 By:/s/ Steven D. Ezell
President
By: 222 Partners,
Inc.
General Partner
Date: November 14, 1996 By:/s/ Michael A.
Hartley
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1996
<CASH> 38,492
<SECURITIES> 472,257
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 510,749
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 126,860
<TOTAL-LIABILITY-AND-EQUITY> 510,749
<SALES> 0
<TOTAL-REVENUES> 11,784
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 31,012
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (19,228)
<INCOME-TAX> 0
<INCOME-CONTINUING> (19,228)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (19,228)
<EPS-PRIMARY> 10.25
<EPS-DILUTED> 0
</TABLE>
