<PAGE>
<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, 1997
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 ___
<PAGE>
<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, 1997
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>
September December 31,
1997 1996
<S> <C> <C>
Investment in Partnership
(note B) $214,779 $ 274,382
CASH 15,980 29,358
Total Assets $230,759 $303,740
======= =======
LIABILITIES AND PARTNERS' EQUITY
ACCRUED INTEREST TO AFFILIATE 230 4,585
NOTE PAYABLE TO AFFILIATE 83,889 183,889
PARTNERS' EQUITY:
Limited partners (1,875 units
outstanding) 402,158 370,784
General partner (255,518) (255,518)
Total Partners' equity 146,640 115,266
Total Liabilities &
Partners' Equity $230,759 $303,740
======= =======
<FN>
See notes to financial statements.
/TABLE
<PAGE>
<PAGE> 4
<TABLE>
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter Ending Year to Date Ending
September 30, September 30,
________________ ___________________
1997 1996 1997 1996
<S> <C> <C> <C> <C>
REVENUE:
Equity in Income
of Partnership 47,934 5,137 50,397 10,784
Interest Income - - 898 1,000
Total Revenue47,934 5,137 51,295 11,784
EXPENSES:
Interest 4,260 8,739 13,329 26,025
Legal & Accounting
Fees - - 5,975 4,467
General & Admin.
Expenses - - 617 520
Total Expenses 4,260 8,739 19,921 31,012
NET INCOME(LOSS) $43,674 (3,602) 31,374 (19,228)
<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
September 30,
1997 1996
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $31,374 (19,228)
Adjustments to reconcile
Net Income to Net Cash used in
Operating Activities:
Accrued Interest 13,329 26,025
Gain from Investment
in Partnership (50,397) (10,784)
Total Adjustments (37,068) (15,241)
Net Cash used in
Operating Activities (5,694) (3,987)
Cash Flows from Investing Activities:
Cash Distribution from
Partnership 110,000 -
Cash Flows from Financing Activities:
Distribution to Partners
Interest Pymts. on
Lender Financing (17,684) -
Principle Pymts. on
Lender Financing (100,000) -
Net Cash used in
Financing Activities (117,684) -
Net Increase/(Decrease) in
Cash and Cash Equivalents (13,378) (3,987)
CASH AT JANUARY 1, 29,358 42,479
CASH AT SEPTEMBER 30, $ 15,980 38,492
======== ========
<FN>
See notes to financial statements.
</TABLE>
<PAGE>
<PAGE> 6
NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 1997
(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, 1996. 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, 1997 may not be indicative of the
results that may be expected for the year ending December 31, 1997.
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, 1997
REVENUES:
Land Sales:
Gross Proceeds 250,000
Cost of Land Sold (132,297)
Closing Costs (27,057)
Gain on Land Sale: 90,646
Interest income 2,991
Miscellaneous 43,927
Total Revenues 137,564
EXPENSES:
Partnership Admin./Prop Mgmt. fees 9,000
Legal and accounting fees 17,034
General and administrative expenses 501
Property maintenance expense 3,489
Property taxes 6,745
Total Expenses 36,769
NET EARNINGS: 100,795
Allocation to Trammell Crow entity 50,397
Income from Investment in Partnership $50,397
<PAGE>
<PAGE> 7
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.
On September 19, 1997, the Land Partnership sold approximately 2 acres for
$250,000. A distribution of $110,000 was received from the Land Partnership.
The Registrant made a $100,000 principal payment on the Lender Financing and
paid all accrued interest through that date. Interest expense for the
Registrant is lower in 1997 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 $15,980 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.
<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: November 21, 1997 By:/s/ Steven D. Ezell
President
By: 222 Partners, Inc.
General Partner
Date: November 21, 1997 By:/s/ Michael A. Hartley
Secretary/Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 15980
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 230759
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 146640
<TOTAL-LIABILITY-AND-EQUITY> 230759
<SALES> 0
<TOTAL-REVENUES> 51295
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6592
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13329
<INCOME-PRETAX> 31374
<INCOME-TAX> 0
<INCOME-CONTINUING> 31374
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31374
<EPS-PRIMARY> 5.58
<EPS-DILUTED> 5.58
</TABLE>
