<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet of CNL Income Fund, Ltd. at September 30, 1996, and its statement of
income for the nine months then ended and is qualified in its entirety by
reference to the Form 10-Q of CNL Income Fund, Ltd. for the nine months ended
September 30, 1996.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 220,663
<SECURITIES> 0
<RECEIVABLES> 155,001
<ALLOWANCES> 153,113
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 10,199,928
<DEPRECIATION> 2,056,848
<TOTAL-ASSETS> 9,422,626
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 8,967,984
<TOTAL-LIABILITY-AND-EQUITY> 9,422,626
<SALES> 0
<TOTAL-REVENUES> 843,975
<CGS> 0
<TOTAL-COSTS> 246,815
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 689,695
<INCOME-TAX> 0
<INCOME-CONTINUING> 689,695
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 689,695
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Due to the nature of its industry, CNL Income Fund, Ltd. has an unclassified
balance sheet; therefore, no values are shown above for current assets and
current liabilities.
</FN>
</TABLE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly 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
0-15666
----------------------
CNL Income Fund, Ltd.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2666264
- ---------------------------- -------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organiza- Identification No.)
tion)
400 E. South Street, #500
Orlando, Florida 32801
- ---------------------------- -------------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number
(including area code) (407) 422-1574
-------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 the past 90 days. Yes X No
------- -------
CONTENTS
--------
Part I Page
----
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-7
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations 8-12
Part II
Other Information 13
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
ASSETS 1996 1995
------------- ------------
Land and buildings on operating
leases, less accumulated
depreciation of $2,056,848
and $1,901,068 $8,143,080 $8,298,860
Investment in and due from joint
ventures 995,854 1,007,527
Cash and cash equivalents 220,663 271,575
Receivables, less allowance for
doubtful accounts of $153,113 and
$122,136 1,888 29,143
Prepaid expenses 5,958 3,815
Lease costs, less accumulated
amortization of $18,750 and
$16,875 31,250 33,125
Accrued rental income 23,933 24,833
---------- ----------
$9,422,626 $9,668,878
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 1,818 $ 2,988
Accrued and escrowed real estate
taxes payable 7,019 10,380
Distributions payable 316,221 316,221
Due to related parties 98,469 75,139
Rents paid in advance and deposits 31,115 37,198
---------- ----------
Total liabilities 454,642 441,926
Partners' capital 8,967,984 9,226,952
---------- ----------
$9,422,626 $9,668,878
========== ==========
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
-------- -------- -------- --------
Revenues:
Rental income from operating
leases $270,099 $283,351 $804,710 $845,054
Contingent rental income 180 24,235 6,220 24,602
Interest and other income 7,752 3,452 24,045 11,205
-------- -------- -------- --------
278,031 311,038 834,975 880,861
-------- -------- -------- --------
Expenses:
General operating and
administrative 21,933 22,267 71,707 57,905
Professional services 2,250 2,690 8,795 11,209
Real estate taxes 1,133 2,979 3,398 10,736
State and other taxes - - 5,260 5,356
Depreciation and amortization 52,553 52,549 157,655 157,648
-------- -------- -------- --------
77,869 80,485 246,815 242,854
-------- -------- -------- --------
Income Before Equity in
Earnings of Joint Ventures
and Gain on Sale of Land 200,162 230,553 588,160 638,007
Equity in Earnings of Joint
Ventures 27,632 27,610 82,535 82,305
Gain on Sale of Land - - 19,000 -
-------- -------- -------- --------
Net Income $227,794 $258,163 $689,695 $720,312
======== ======== ======== ========
Allocation of Net Income:
General partners $ 2,278 $ 2,582 $ 6,707 $ 7,203
Limited partners 225,516 255,581 682,988 713,109
-------- -------- -------- --------
$227,794 $258,163 $689,695 $720,312
======== ======== ======== ========
Net Income Per Limited
Partner Unit $ 7.52 $ 8.52 $ 22.77 $ 23.77
======== ======== ======== ========
Weighted Average Number
of Limited Partner Units
Outstanding 30,000 30,000 30,000 30,000
======== ======== ======== ========
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Nine Months Ended Year Ended
September 30, December 31,
1996 1995
----------------- ------------
General partners:
Beginning balance $ 299,541 $ 289,920
Net income 6,707 9,621
---------- ----------
306,248 299,541
---------- ----------
Limited partners:
Beginning balance 8,927,411 9,239,813
Net income 682,988 952,481
Distributions ($31.62
and $42.16 per limited
partner unit, respectively) (948,663) (1,264,883)
---------- ----------
8,661,736 8,927,411
---------- ----------
Total partners' capital $8,967,984 $9,226,952
========== ==========
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
1996 1995
----------- -----------
Increase (Decrease) in Cash and Cash
Equivalents:
Net Cash Provided by Operating
Activities $ 877,751 $ 875,708
----------- -----------
Cash Flows from Investing
Activities:
Proceeds from sale of
land 20,000 -
----------- -----------
Net cash provided by
investing activities 20,000 -
----------- -----------
Cash Flows from Financing
Activities:
Proceeds from loan from
corporate general partner 40,100 -
Repayment of loan from
corporate general partner (40,100) -
Distributions to limited
partners (948,663) (1,848,347)
----------- -----------
Net cash used in
financing activities (948,663) (1,848,347)
----------- -----------
Net Decrease in Cash and Cash
Equivalents (50,912) (972,639)
Cash and Cash Equivalents at
Beginning of Period 271,575 1,253,629
----------- -----------
Cash and Cash Equivalents at End
of Period $ 220,663 $ 280,990
=========== ===========
Supplemental Schedule of Non-Cash
Financing Activities:
Distributions declared and
unpaid at end of period $ 316,221 $ 316,221
=========== ===========
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 1996 and 1995
1. Basis of Presentation:
---------------------
The accompanying unaudited condensed financial statements 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. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of management, necessary to a fair statement
of the results for the interim periods presented. Operating results for
the quarter and nine months ended September 30, 1996, may not be
indicative of the results that may be expected for the year ending
December 31, 1996. Amounts as of December 31, 1995, included in the
financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund, Ltd. (the "Partnership") for the year ended December 31,
1995.
Effective January 1, 1996, the Partnership adopted Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The
Statement requires that an entity review long-lived assets and certain
identifiable intangibles, to be held and used, for impairment whenever
events or changes in circumstances indicate that the carrying amount of
the asset may not be recoverable. Adoption of this standard had no
material effect on the Partnership's financial position or results of
operations.
2. Land and Buildings:
------------------
In June 1996, the Partnership sold a small, undeveloped portion of the
land relating to its property in Mesquite, Texas. In connection
therewith, the Partnership received net sales proceeds, and recognized a
gain for financial reporting purposes, of $19,000.
3. Receivables:
-----------
In March 1996, the Partnership accepted a promissory note from the
tenant of the property in Mesquite, Texas, in the amount of $156,308,
representing past due rental and other amounts, which had been included
in receivables and for which the Partnership had established an
allowance for doubtful accounts, and real estate taxes previously
recorded as an expense by the Partnership. Payments are due in 60
monthly installments of $3,492, including interest at a rate of 11
percent per annum, commencing on June 1, 1996. Due to the uncertainty
of the collectibility of this note, the Partnership established an
allowance for doubtful accounts and is recognizing income as collected.
As of September 30, 1996, the balance in the allowance for doubtful
accounts was $153,113, including accrued interest of $4,298 and late
fees of $698.
4. Concentration of Credit Risk:
----------------------------
The following schedule presents total rental income from individual
lessees, each representing more than ten percent of the Partnership's
total rental income (including the Partnership's share of rental income
from joint ventures), for at least one of the quarters ended September
30:
1996 1995
-------- --------
Golden Corral Corporation $113,163 $113,163
Wendy's International, Inc. 62,390 56,481
Restaurant Management
Services, Inc. 31,078 31,078
In addition, the following schedule presents total rental income from
individual restaurant chains, each representing more than ten percent of
the Partnership's total rental income (including the Partnership's share
of rental income from joint ventures), for at least one of the quarters
ended September 30:
1996 1995
-------- --------
Wendy's Old Fashioned
Hamburger Restaurants $126,560 $164,291
Golden Corral Family
Steakhouse Restaurants 113,163 113,163
Popeyes Famous Fried Chicken 31,078 31,078
Although the Partnership's properties are geographically diverse and the
Partnership's lessees operate a variety of restaurant concepts, failure
of any one of these lessees or restaurant chains could significantly
impact the results of operations of the Partnership. However, the
general partners believe that the risk of such a default is reduced due
to the essential or important nature of these properties for the on-
going operations of the lessees.
5. Subsequent Event:
----------------
In October 1996, the Partnership entered into a promissory note with the
corporate general partner for a loan in the amount of $43,000 in
connection with the operations of the Partnership. The loan is
uncollateralized, non-interest bearing and due on demand.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CNL Income Fund, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on November 26, 1985, to acquire for cash,
either directly or through joint venture arrangements, both newly constructed
and existing restaurant properties, as well as land upon which restaurants
were to be constructed, which are leased primarily to operators of national
and regional fast-food restaurant chains (collectively, the "Properties").
The leases generally are triple-net leases, with the lessees responsible for
all repairs and maintenance, property taxes, insurance and utilities. As of
September 30, 1996, the Partnership owned 18 Properties, including interests
in three Properties owned by joint ventures in which the Partnership is a co-
venturer.
Liquidity and Capital Resources
- -------------------------------
The Partnership's primary source of capital for the nine months ended
September 30, 1996 and 1995, was cash from operations (which includes cash
received from tenants, distributions from joint ventures, and interest and
other income received, less cash paid for expenses). Cash from operations was
$877,751 and $875,708 for the nine months ended September 30, 1996 and 1995,
respectively. The increase in cash from operations for the nine months ended
September 30, 1996, is primarily a result of changes in the Partnership's
working capital.
In August 1996, the Partnership entered into a lease amendment with the
tenant of the Property in Mesquite, Texas, to provide for lower initial base
rent with scheduled rent increases effective March 1996. In anticipation of
entering into this lease amendment, the Partnership accepted a promissory
note in March 1996, in the amount of $156,308, representing past due rental
and other amounts, which had been included in receivables and for which the
Partnership had established an allowance for doubtful accounts, and real
estate taxes previously recorded as an expense by the Partnership. Payments
are due in 60 monthly installments of $3,492, including interest at a rate of
11 percent per annum, commencing on June 1, 1996. Due to the uncertainty of
the collectibility of this note, the Partnership established an allowance for
doubtful accounts and is recognizing income as collected. During the nine
months ended September 30, 1996, the Partnership collected and recorded as
income $8,191 in accordance with the repayment terms under the promissory
note. As of September 30, 1996, the balance in the allowance for doubtful
accounts was $153,113, including accrued interest of $4,298 and late fees of
$698.
Other sources and uses of capital included the following during the nine
months ended September 30, 1996 and 1995.
In June 1996, the Partnership sold a small, undeveloped portion of the
land relating to its Property in Mesquite, Texas. In connection therewith, the
Partnership received net sales proceeds, and recognized a gain for financial
reporting purposes, of $19,000. Proceeds from the sale will be used for
operating activities of the Partnership.
In April and July 1996, the Partnership entered into promissory notes
with the corporate general partner for loans in the amounts of $8,100 and
$32,000, respectively, in connection with the operations of the Partnership.
The loans were uncollateralized, non-interest bearing and due on demand. As
of September 30, 1996, the Partnership had repaid the loans in full to the
corporate general partner. In addition, in October 1996, the Partnership
entered into another promissory note with the corporate general partner for a
loan in the amount of $43,000 in connection with the operations of the
Partnership. The note is uncollateralized, non-interest bearing and due on
demand.
Currently, rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments
pending the Partnership's use of such funds to pay Partnership expenses or to
make distributions to the partners. At September 30, 1996, the Partnership had
$220,663 invested in such short-term investments as compared to $271,575 at
December 31, 1995. The funds remaining at September 30, 1996, after payment
of distributions and other liabilities, will be used to meet the Partnership's
working capital and other needs.
Total liabilities of the Partnership, including distributions payable,
increased to $454,642 at September 30, 1996, from $441,926 at December 31,
1995. Liabilities at September 30, 1996, to the extent they exceed cash and
cash equivalents at September 30, 1996, will be paid from future cash from
operations, from collections of amounts received in accordance with the
promissory note described above, from the loan received from the corporate
general partner in October 1996 described above, and in the event the general
partners elect to make additional capital contributions or loans to the
Partnership, from future general partner capital contributions or loans.
Based on current and anticipated future cash from operations, and to a
lesser extent, the loan received from the corporate general partner described
above, the Partnership declared distributions to limited partners of $948,663
and $948,662 for the nine months ended September 30, 1996 and 1995,
respectively ($316,221 for each of the quarters ended September 30, 1996 and
1995). This represents distributions of $31.62 per unit for each of the nine
months ended September 30, 1996 and 1995 ($10.54 for each of the quarters
ended September 30, 1996 and 1995). No distributions were made to the general
partners for the quarters and nine months ended September 30, 1996 and 1995.
The distribution for the quarter ended December 31, 1994, which was
distributed in January 1995, included $861,500 as a result of the distribution
of net sales proceeds from the sale of the Property in Fairfield, California.
This amount was treated as a return of capital for purposes of calculating the
limited partners' ten percent preferred return. As a result of this return of
capital, the amount of the limited partners' invested capital contributions
(which generally is the limited partners' capital contributions, less
distributions from the sale of a Property that are considered to be a return
of capital) was decreased; therefore, the amount of the limited partners'
invested capital contributions on which the ten percent preferred return is
calculated was lowered accordingly. No amounts distributed to the limited
partners for the nine months ended September 30, 1996 and 1995, except for
$861,500 as described above, are required to be or have been treated by the
Partnership as a return of capital for purposes of calculating the limited
partners' return on their adjusted capital contributions. The Partnership
intends to continue to make distributions of cash available for distribution
to the limited partners on a quarterly basis.
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses.
The general partners believe that the leases will continue to generate cash
flow in excess of operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection
with the operations of the Partnership.
Results of Operations
- ---------------------
During the nine months ended September 30, 1996 and 1995, the
Partnership owned and leased 15 wholly owned Properties to operators of fast-
food and family-style restaurant chains. In connection therewith, during the
nine months ended September 30, 1996 and 1995, the Partnership earned $804,710
and $845,054, respectively, in rental income from these Properties, $270,099
and $283,351 of which was earned during the quarters ended September 30, 1996
and 1995, respectively. The decrease in rental income during the quarter and
nine months ended September 30, 1996, was partially attributable to the fact
that the Partnership received approximately $0 and $5,700 during the quarter
and nine months ended September 30, 1996, respectively, as compared to $17,900
and $53,800 during the quarter and nine months ended September 30, 1995,
respectively, from the former tenant of three Properties. The rental payments
from this former tenant represented the difference between (i) the original
leases entered into between the Partnership and the former tenant and (ii) the
current leases on the Properties between the Partnership and new tenants (two
of which were re-leased to the corporate franchisor). Effective February 1,
1996, the Partnership ceased receiving any additional rental amounts from this
former tenant; therefore, rental income during the remainder of 1996 and in
future years will decrease accordingly.
In addition, rental income decreased approximately $3,000 and $9,000
during the quarter and nine months ended September 30, 1996, respectively, as
a result of the fact that the lease relating to the Wendy's Property in
Payson, Arizona, was amended in September 1995, to reduce annual base rent and
to provide for a change in the percentage rent calculation.
The decrease in rental income during the nine months ended September 30,
1996, was partially offset by the fact that the Partnership increased its
allowance for doubtful accounts by approximately $5,000 during the nine months
ended September 30, 1995, relating to the Property in Mesquite, Texas. In
addition, the decrease in rental income during the quarter and nine months
ended September 30, 1996, was partially offset by the fact that during the
quarter and nine months ended September 30, 1996, the Partnership collected
and recognized as income, approximately $6,200 and $8,200, respectively, under
the promissory note with the tenant of the Property in Mesquite, Texas, for
which the Partnership had previously established an allowance for doubtful
accounts, as described in "Liquidity and Capital Resources".
During the nine months ended September 30, 1996 and 1995, the
Partnership earned $6,220 and $24,602, respectively, in contingent rental
income, $180 and $24,235 of which was earned during the quarters ended
September 30, 1996 and 1995, respectively. The decrease in contingent rental
income during the quarter and nine months ended September 30, 1996, is
primarily a result of the lower percentage rent formula provided for under the
lease amendment relating to the Property in Payson, Arizona.
In addition, for the nine months ended September 30, 1996 and 1995, the
Partnership owned and leased three Properties indirectly through joint venture
arrangements. In connection therewith, during the nine months ended September
30, 1996 and 1995, the Partnership earned $82,535 and $82,305, respectively,
attributable to net income earned by these joint ventures, $27,632 and $27,610
of which was earned during the quarters ended September 30, 1996 and 1995,
respectively.
During the nine months ended September 30, 1996, three lessees of the
Partnership, Golden Corral Corporation, Wendy's International, Inc. and
Restaurant Management Services, Inc., each contributed more than ten percent
of the Partnership's total rental income (including the Partnership's share of
the rental income from three Properties owned by joint ventures). As of
September 30, 1996, Golden Corral Corporation was the lessee under leases
relating to five restaurants, Wendy's International, Inc. was the lessee
under leases relating to three restaurants and Restaurant Management Services,
Inc. was the lessee under leases relating to two restaurants. It is
anticipated that, based on the minimum rental payments required by the leases,
Golden Corral Corporation, Wendy's International, Inc. and Restaurant
Management Services, Inc. each will continue to contribute more than ten
percent of the Partnership's total rental income during the remainder of 1996
and subsequent years. In addition, during the nine months ended September 30,
1996, three restaurant chains, Golden Corral Family Steakhouse Restaurants,
Wendy's Old Fashioned Hamburger Restaurants and Popeyes Famous Fried Chicken,
each accounted for more than ten percent of the Partnership's total rental
income. During the remainder of 1996 and subsequent years, it is anticipated
that these three restaurant chains each will continue to account for more than
ten percent of the Partnership's total rental income to which the Partnership
is entitled under the terms of the leases. Any failure of these lessees or
restaurant chains could materially affect the Partnership's income.
Operating expenses, including depreciation and amortization expense,
were $246,815 and $242,854 for the nine months ended September 30, 1996 and
1995, respectively, of which $77,869 and $80,485 were incurred for the
quarters ended September 30, 1996 and 1995, respectively. The increase in
operating expenses during the nine months ended September 30, 1996, is
primarily due to an increase in accounting and administrative expenses
associated with operating the Partnership and its Properties and insurance
expense as a result of the general partners' obtaining contingent liability
and property coverage for the Partnership, effective May 1995. This insurance
policy is intended to reduce the Partnership's exposure in the unlikely event
a tenant's insurance policy lapses or is insufficient to cover a claim
relating to the Property.
The increase in operating expenses during the nine months ended
September 30, 1996, was partially offset by a decrease in real estate tax
expense due to the fact that the Partnership accrued real estate taxes during
the nine months ended September 30, 1995, relating to the Property in
Mesquite, Texas, due to financial difficulties that the tenant was
experiencing. Due to the fact that the tenant paid the 1995 real estate taxes
during 1996, the Partnership reversed approximately $9,200 of amounts
previously accrued by the Partnership and recorded these amounts as other
income. No real estate taxes were accrued during the nine months ended
September 30, 1996, relating to this Property.
As a result of the sale of the portion of land related to the Property
in Mesquite, Texas, as described in "Liquidity and Capital Resources," the
Partnership recognized a gain of $19,000 for financial reporting purposes
during the nine months ended September 30, 1996. No Properties were sold
during the nine months ended September 30, 1995.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
-----------------
Item 2. Changes in Securities. Inapplicable.
---------------------
Item 3. Defaults upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
Inapplicable.
Item 5. Other Information. Inapplicable.
-----------------
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits - None.
(b) No reports on Form 8-K were filed during the quarter ended
September 30, 1996.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 5th day of November, 1996.
CNL INCOME FUND, LTD.
By: CNL REALTY CORPORATION
General Partner
By: /s/ James M. Seneff, Jr.
----------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Robert A. Bourne
----------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
