<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet of CNL Income Fund III, 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 III, 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> 179,938
<SECURITIES> 0
<RECEIVABLES> 476,903
<ALLOWANCES> 406,810
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 20,644,209
<DEPRECIATION> 3,657,750
<TOTAL-ASSETS> 18,570,098
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 17,577,509
<TOTAL-LIABILITY-AND-EQUITY> 18,570,098
<SALES> 0
<TOTAL-REVENUES> 1,719,033
<CGS> 0
<TOTAL-COSTS> 509,816
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,794
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,202,865
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,202,865
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,202,865
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Due to the nature of its industry, CNL Income Fund III, 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
0-16850
----------------------
CNL Income Fund III, Ltd.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2809460
- ---------------------------- -------------------------------
(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 5-6
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations 7-11
Part II
Other Information 12
CNL INCOME FUND III, 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 $3,657,750 and
$3,334,676 and allowance for
loss on land and building of
$207,844 in 1996 and 1995 $16,986,459 $17,309,533
Investment in direct financing
lease 540,503 545,014
Investment in joint venture 646,917 663,842
Cash and cash equivalents 179,938 312,814
Receivables, less allowance for
doubtful accounts of $406,810
and $353,277 70,093 106,638
Prepaid expenses 9,632 5,601
Lease costs, less accumulated
amortization of $2,012 and
$1,562 9,988 10,438
Accrued rental income, less
allowance for doubtful accounts
of $0 and $34,830 95,079 82,071
Other assets 31,489 29,354
----------- -----------
$18,570,098 $19,065,305
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 11,066 $ 14,489
Accrued and escrowed real estate
taxes payable 71,956 77,253
Distributions payable 594,000 594,000
Due to related parties 97,331 53,915
Rents paid in advance and deposits 76,127 24,792
----------- -----------
Total liabilities 850,480 764,449
Commitments and Contingencies
(Note 2)
Minority interest 142,109 144,212
Partners' capital 17,577,509 18,156,644
----------- -----------
$18,570,098 $19,065,305
=========== ===========
See accompanying notes to condensed financial statements.
CNL INCOME FUND III, 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 $523,579 $537,074 $1,576,386 $1,653,760
Earned income from
direct financing
lease 17,837 18,029 53,659 54,219
Contingent rental income 8,235 15,567 64,431 73,459
Interest and other income 7,851 13,242 24,557 19,755
-------- -------- ---------- ----------
557,502 583,912 1,719,033 1,801,193
-------- -------- ---------- ----------
Expenses:
General operating and
administrative 34,485 34,359 112,065 88,322
Professional services 10,229 6,663 34,008 19,107
Bad debt expense 1,794 - 1,794 737
Real estate taxes 3,308 5,833 28,246 16,321
State and other taxes - - 11,973 11,322
Depreciation and amorti-
zation 107,844 108,622 323,524 325,870
-------- -------- ---------- ----------
157,660 155,477 511,610 461,679
-------- -------- ---------- ----------
Income Before Minority
Interest in Income of
Consolidated Joint Venture
and Equity in Earnings of
Unconsolidated Joint
Venture 399,842 428,435 1,207,423 1,339,514
Minority Interest in Income
of Consolidated Joint
Venture (4,352) (4,325) (12,930) (12,876)
Equity in Earnings of Uncon-
solidated Joint Venture 3,330 13,100 8,372 19,968
-------- -------- ---------- ----------
Net Income $398,820 $437,210 $1,202,865 $1,346,606
======== ======== ========== ==========
Allocation of Net Income:
General partners $ 3,988 $ 4,372 $ 12,029 $ 13,466
Limited partners 394,832 432,838 1,190,836 1,333,140
-------- -------- ---------- ----------
$398,820 $437,210 $1,202,865 $1,346,606
======== ======== ========== ==========
Net Income Per Limited
Partner Unit $ 7.90 $ 8.66 $ 23.82 $ 26.66
======== ======== ========== ==========
Weighted Average Number
of Limited Partner Units
Outstanding 50,000 50,000 50,000 50,000
======== ======== ========== ==========
See accompanying notes to condensed financial statements.
CNL INCOME FUND III, 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 $ 303,158 $ 289,252
Net income 12,029 13,906
----------- -----------
315,187 303,158
----------- -----------
Limited partners:
Beginning balance 17,853,486 18,760,877
Net income 1,190,836 1,468,609
Distributions ($35.64 and
$47.52 per limited partner
unit, respectively) (1,782,000) (2,376,000)
----------- -----------
17,262,322 17,853,486
----------- -----------
Total partners' capital $17,577,509 $18,156,644
=========== ===========
See accompanying notes to condensed financial statements.
CNL INCOME FUND III, 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 $ 1,614,892 $ 1,688,327
----------- -----------
Cash Flows from Investing
Activities:
Deposit received on sale
of land parcel 51,400 -
Increase in other assets (2,135) -
----------- -----------
Net cash provided by
investing activities 49,265 -
----------- -----------
Cash Flows from Financing
Activities:
Proceeds from loans from
corporate general partner 372,400 -
Repayment of loans from
corporate general partner (372,400) -
Distributions to limited
partners (1,782,000) (1,782,000)
Distributions to holders of
minority interest (15,033) (15,023)
----------- -----------
Net cash used in
financing activities (1,797,033) (1,797,023)
----------- -----------
Net Decrease in Cash and Cash
Equivalents (132,876) (108,696)
Cash and Cash Equivalents at
Beginning of Period 312,814 505,374
----------- -----------
Cash and Cash Equivalents at End of
Period $ 179,938 $ 396,678
=========== ===========
Supplemental Schedule of Non-Cash
Financing Activities:
Distributions declared and
unpaid at end of period $ 594,000 $ 594,000
=========== ===========
See accompanying notes to condensed financial statements.
CNL INCOME FUND III, 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 III, Ltd. (the "Partnership") for the year ended December
31, 1995.
The Partnership accounts for its 69.07% interest in Tuscawilla Joint
Venture using the consolidation method. Minority interest represents
the minority joint venture partners' proportionate share of the equity
in the Partnership's consolidated joint venture. All significant
intercompany accounts and transactions have been eliminated.
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. Commitments and Contingencies:
-----------------------------
In May 1995, the Partnership received notice from the tenant of its
property in Bradenton, Florida, that it intends to exercise its option
to purchase the property in accordance with the terms of its lease
agreement. As of September 30, 1996, the Partnership and the tenant had
not yet entered into a purchase and sale agreement relating to this
property.
In August 1996, the Partnership received notice from the tenant of its
property in Fernandina Beach, Florida, that it intends to exercise its
option to purchase the property in accordance with the terms of its
lease agreement. As of September 30, 1996, the Partnership and the
tenant had not yet entered into a purchase and sale agreement relating
to this property.
In April 1996, the Partnership received $51,400 as partial settlement in
a right of way taking relating to a parcel of land of the Property in
Plant City, Florida. The Partnership intends to petition through
mediation for additional proceeds. As of October 31, 1996, the final
amount of proceeds to be received had not been determined; therefore,
the sale had not been consummated. The proceeds of $51,400 were
recorded as a deposit as of September 30, 1996.
3. Subsequent Events:
-----------------
In October 1996, the Partnership entered into a promissory note with the
corporate general partner for a loan in the amount of $289,000 in
connection with the operations of the Partnership. The note 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 III, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on June 1, 1987, 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 selected national
and regional fast-food restaurant chains. 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 32 Properties, including interests in two 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
$1,614,892 and $1,688,327 for the nine months ended September 30, 1996 and
1995, respectively. The decrease in cash from operations for the nine months
ended September 30, 1996, is primarily a result of changes in income and
expenses as discussed in "Results of Operations" below and changes in the
Partnership's working capital.
Other sources and uses of capital included the following during the nine
months ended September 30, 1996.
In January 1996, the Partnership entered into a promissory note with the
corporate general partner for a loan in the amount of $86,200 in connection
with the operations of the Partnership. The loan was uncollateralized, bore
interest at a rate of prime plus 0.25% per annum and was due on demand. As of
September 30, 1996, the Partnership had repaid the loan in full along with
approximately $660 in interest, to the corporate general partner.
In April and July 1996, the Partnership entered into promissory notes
with the corporate general partner for loans in the amount of $124,200 and
$162,000, respectively, in connection with the operations of the Partnership.
The notes 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 $289,000 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 and 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 $179,938 invested in such short-term investments as compared to $312,814
at December 31, 1995. The funds remaining at September 30, 1996, will be used
towards the payment of distributions and other liabilities.
Total liabilities of the Partnership, including distributions payable,
increased to $850,480 at September 30, 1996, from $764,449 at December 31,
1995 partially as a result of an increase in amounts due to related parties
during the nine months ended September 30, 1996. In addition, total
liabilities increased during the nine months ended September 30, 1996, due to
the fact that the Partnership received $51,400 as a deposit on the sale of the
parcel of land of the Property in Plant City, Florida, as discussed above.
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 the loan received from the corporate general partner in
October 1996, as 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.
In May 1995, the Partnership received notice from the tenant of its
Property in Bradenton, Florida, that it intends to exercise its option to
purchase the Property in accordance with the terms of its lease agreement. As
of October 31, 1996, the Partnership and the tenant had not yet entered into a
purchase and sale agreement relating to this Property.
In addition, in August 1996, the Partnership received notice from the
tenant of its Property in Fernandina Beach, Florida, that it intends to
purchase the Property in accordance with the terms of its lease agreement. As
of October 31, 1996, the Partnership and the tenant had not yet entered into a
purchase and sale agreement relating to this Property.
In April 1996, the Partnership received $51,400 as partial settlement in
a right of way taking relating to a parcel of land of the Property in Plant
City, Florida. The Partnership intends to petition through mediation for
additional proceeds. As of October 31, 1996, the final amount of proceeds to
be received had not been determined; therefore, the sale had not been
consummated. The proceeds of $51,400 were recorded as a deposit as of
September 30, 1996.
Based on current and anticipated future cash from operations, and to a
lesser extent, the loan received from the corporate general partner in October
1996 described above, the Partnership declared distributions to limited
partners of $1,782,000 for each of the nine months ended September 30, 1996
and 1995 ($594,000 for each of the quarters ended September 30, 1996 and
1995). This represents distributions for each applicable nine months of $35.64
per unit ($11.88 per unit for each applicable quarter). No distributions were
made to the general partners for the quarters and nine months ended September
30, 1996 and 1995. No amounts distributed or to be distributed to the limited
partners for the nine months ended September 30, 1996 and 1995, 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 and its consolidated joint venture, Tuscawilla Joint Venture,
owned and leased 31 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 and Tuscawilla Joint
Venture earned $1,630,045 and $1,707,979, respectively, in rental income from
operating leases and earned income from the direct financing lease for these
Properties, $541,416 and $555,103 of which was earned during the quarters
ended September 30, 1996 and 1995, respectively.
The decrease in rental and earned income during the nine months ended
September 30, 1996, is partially a result of the fact that in February 1995,
the tenant of the Po Folks Property in Hagerstown, Maryland, ceased operations
of the restaurant business located on such Property. As a result of the
Partnership discontinuing the recognition of rental income relating to this
Property, the Partnership recorded no rental income relating to this Property
for the nine months ended September 30, 1996, as compared to approximately
$25,900 for the nine months ended September 30, 1995. Currently, the
Partnership is pursuing collection of the past due amounts and will recognize
any such amounts as income if collected. The Partnership is currently seeking
either a replacement tenant or purchaser for this Property.
The decrease in rental and earned income for the nine months ended
September 30, 1996, is also partially attributable to the fact that the
Partnership increased its allowance for doubtful accounts to approximately
$55,000 for the nine months ended September 30, 1996, as compared to $32,200
for the nine months ended September 30, 1995, for its Property in Chicago,
Illinois. The allowance for doubtful accounts for the nine months ended
September 30, 1996 was for past due rental amounts. The allowance for the
nine months ended September 30, 1995 was for accrued rental amounts previously
recorded (due to the fact that future scheduled rent increases are recognized
on a straight-line basis over the term of the lease in accordance with
generally accepted accounting principles) relating to this Property. In
September 1996, the tenant of this Property ceased operations of the
restaurant business located on such Property and the Partnership ceased
recording rental revenue relating to such Property. The general partners
believe that collection of past due amounts is doubtful due to the fact that
the tenant filed for bankruptcy and ceased operations of the Property. The
Partnership intends to pursue collection of amounts due in accordance with the
lease and will record such amounts as income if collected. The Partnership is
currently seeking a replacement tenant for this Property.
Rental and earned income also decreased during the quarter and nine
months ended September 30, 1996, as a result of the fact that during the nine
months ended September 30, 1995, the Partnership terminated its lease with the
tenant of the Property in Page, Arizona. In connection therewith, the
Partnership received and recorded as rental income approximately $40,000
during the nine months ended September 30, 1995, that related to amounts that
had been previously reserved as uncollectible. In June 1995, a new operator
began operating this Property on a month-to-month basis and in September 1996,
the Partnership entered into a lease agreement with the current tenant.
Rental income for 1996 and subsequent years is expected to remain at
reduced amounts until such time as the Partnership executes new leases for the
Po Folks Property in Hagerstown, Maryland, and the Property in Chicago,
Illinois.
During the nine months ended September 30, 1996 and 1995, the
Partnership also earned $64,431 and $73,459, respectively, in contingent
rental income, $8,235 and $15,567 of which was earned during the quarters
ended September 30, 1996 and 1995, respectively. The decrease in contingent
rental income during the nine months ended September 30, 1996, is primarily
attributable to downward adjustments to contingent rental income during the
nine months ended September 30, 1996. These adjustments were due to the fact
that the amounts reported at December 31, 1995, included certain estimated
amounts and were adjusted to actual amounts during the nine months ended
September 30, 1996.
For the nine months ended September 30, 1996 and 1995, the Partnership
also owned and leased one Property indirectly through another joint venture
arrangement. In connection therewith, during the nine months ended September
30, 1996 and 1995, the Partnership earned $8,372 and $19,968, respectively,
attributable to net income earned by this joint venture, $3,330 and $13,100 of
which was earned during the quarters ended September 30, 1996 and 1995,
respectively. The decrease in net income attributable to this joint venture
is primarily a result of the receipt by the joint venture of bankruptcy
proceeds relating to the former tenant during the quarter and nine months
ended September 30, 1995. These amounts had previously been written off;
therefore, they were recognized as income by the joint venture during the
quarter and nine months ended September 30, 1995. No such amounts were
collected during the quarter and nine months ended September 30, 1996.
Operating expenses, including depreciation and amortization expense,
were $511,610 and $461,679 for the nine months ended September 30, 1996 and
1995, respectively, of which $157,660 and $155,477 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
partially the result of 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, is also partially attributable to the Partnership accruing
real estate taxes of approximately $13,000 during the nine months ended
September 30, 1996, relating to the Denny's and Po Folks Properties in
Hagerstown, Maryland. Payment of these taxes remains the responsibility of
the tenant of these Properties; however, because of the current financial
difficulties the tenant is experiencing, the general partners believe the
tenant's ability to pay these expenses is doubtful. The Partnership intends
to pursue collection from the tenant of any such amounts paid by the
Partnership and will recognize such amounts as income if collected.
In addition, the increase in operating expenses during the nine months
ended September 30, 1996, is partially attributable to the Partnership
incurring approximately $12,000 in legal fees associated with the tenant of
the Property in Chicago, Illinois, filing bankruptcy. The Partnership also
continued to accrue real estate taxes during the quarter and nine months ended
September 30, 1996, relating to this Property. The Partnership anticipates
incurring additional expenses relating to this Property until such time as the
Partnership locates a new tenant for this Property. The Partnership intends
to pursue collection from the tenant of any such amounts paid by the
Partnership and will recognize such amounts as income if collected.
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 7th day of November, 1996.
CNL INCOME FUND III, 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)
