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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, 1998
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
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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, 1998
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>
March 31, December 31,
1998 1997
<S> <C> <C>
Investment in Partnership
(note B) $126,89l $ 223,570
Cash 32,522 279
Total Assets $159,413 $223,849
======= =======
LIABILITIES AND PARTNERS' EQUITY
Accounts Payable 2,050 -
Accounts Payable to Affiliate - 88,000
PARTNERS' EQUITY:
Limited partners (1,875 units
outstanding) 370,784 370,784
General partner (213,421) (234,935)
Total Partners' equity 157,363 135,849
Total Liabilities &
Partners' Equity $159,413 $223,849
======= =======
<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 and
Year-to-Date
Ending
March 31,
1998 1997
<S> <C> <C>
REVENUES:
Equity in income of
Partnership $ 28,321 $(2,737)
Interest Earned 2,517 -
-------- --------
$ 30,838 (2,737)
EXPENSES:
Legal & Accounting 9,300 -
Interest Expense - 4,534
General & Administrative 24 617
------- -------
Total expenses 9,324 5,151
Net earnings (loss) $21,514 $(7,888)
======== =======
<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
March 31,
1998 1997
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings (Loss) $21,514 $ (7,888)
Adjustments to reconcile
Net Earnings (Loss) to Net
Cash Used in operating Activities:
Equity in (Income)/Loss from Investment
in Partnership (28,321) 2,737
Increase in Accounts Payable 2,050 -
Decrease in Accounts Payable
to affiliate (88,000) -
Net Cash Used in
Operating Activities (92,757) (5,151)
Cash Flows from Investing Activities-
Distributions from Partnerships 125,000 4,534
Net Increase (Decrease) in
Cash Equivalents 32,243 (617)
CASH AT JANUARY 1, 279 29,358
CASH AT MARCH 31, $32,522 $28,741
======== =======
<FN>
See notes to financial statements.
/TABLE
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NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 1998
(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, 1997. 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, 1998 may not be indicative of the
results that may be expected for the year ending
December 31, 1998.<PAGE>
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NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 1998
(continued) (Unaudited)
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, 1998
<S> <C>
REVENUES:
Sales of Land and Improvements $ 255,000
Cost of Land and Improvements Sold (158,507)
Selling Expenses (18,603)
-------
Gain on Sale of Land and
Improvements 77,890
Interest 2,264
------
Total Revenues 80,154
EXPENSES:
Property Taxes 8,361
Partnership Admin./Prop Mgmt. fees 3,000
Legal and accounting fees 11,100
Land Maintenance 1,051
Total Expenses $23,512
NET EARNINGS $56,642
Allocation:
to Trammell Crow entity $28,321
to Partnership $28,321
</TABLE>
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NORTH BY NORTHEAST, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 1998
(continued) (Unaudited)
C. COMPREHENSIVE INCOME
Effective January 1, 1998, the Partnership adopted Statement of
Financial Accounting Standards (SFAS) No. 130, Reporting
Comprehensive Income. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components in
a full set of general-purpose financial statements and requires
that all components of comprehensive income be reported in a
financial staement that is displayed with the same prominence as
other financial statements. Comprehensive income is defined as the
change in equity of a business enterprise, during a period,
associated with transactions and other events and circumstances
fron non-owner sources. It includes all changes in equity during
a period except those resulting from investments by owners and
distributions to owners. During the three month periods ended
March 31, 1998, and 1997, the Partnership had no components of
comprehensive income. Accordingly, comprehensive income for each
of the periods was the same as net income.
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Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations for the Quarter ended March 31,
1998
Due to the nature of the Partnership, the majority of
its activity on a regular basis is 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.
In 1998, the Land Partnership sold approximately 2 acres for
$255,000. From the sale proceeds $250,000 was distributed to the
partners of the Land Partnership. The Registrant received
$125,000.
At December 31, 1997, the note payable to North Lenders, LP was
retired in full. This reduction in debt explains the decline in
interest expense for 1998.
Financial Condition and Liquidity
The General Partner does not intend to further develop
the property except development required by sales
contracts.
At April 30, 1998, the Registrant had $22,347 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.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - Financial Data Schedule for the
First Quarter of 1998.
(b) No 8-K's have been filed during this quarter.
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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 15, 1998 By: /s/ Steven D. Ezell
General Partner
By: 222 PARTNERS, INC.
General Partner
Date: May 15, 1998 By:/s/ Michael A. Hartley
Secretary/Treasurer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 32522
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 126891
<CURRENT-LIABILITIES> 2050
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 157363
<TOTAL-LIABILITY-AND-EQUITY> 159413
<SALES> 0
<TOTAL-REVENUES> 30,838
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9324
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 21,514
<INCOME-TAX> 0
<INCOME-CONTINUING> 21,514
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,514
<EPS-PRIMARY> 11.47
<EPS-DILUTED> 11,47
</TABLE>
