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 June 30, 2000
--------------------
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
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CNL Income Fund III, Ltd.
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(Exact name of registrant as specified in its charter)
Florida 59-2809460
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801-3336
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
--------------------------------
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 _____
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CONTENTS
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Page
Part I.
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 7-10
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About 10
Market Risk
Part II.
Other Information 11-13
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4
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
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June 30, December 31,
2000 1999
------------------- -------------------
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ASSETS
Land and buildings on operating leases, less accumulated
depreciation of $2,916,595 and $2,771,519, respectively
$ 11,627,690 $ 11,772,766
Net investment in direct financing leases 1,111,449 1,120,608
Investment in joint ventures 2,400,535 2,418,036
Cash and cash equivalents 787,947 1,011,733
Receivables, less allowance for doubtful accounts
of $8,797 in 1999 20,115 658
Due from related parties 1,283 2,300
Prepaid expenses 7,681 5,896
Accrued rental income 142,986 111,167
Other assets 29,354 29,354
------------------- -------------------
$ 16,129,040 $ 16,472,518
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $20,663 $ 76,247
Escrowed real estate taxes payable 14,735 12,872
Distributions payable 500,000 500,000
Due to related parties 144,460 121,781
Rents paid in advance 24,624 27,765
------------------- -------------------
Total liabilities 704,482 738,665
Minority interest 131,393 132,910
Partners' capital 15,293,165 15,600,943
------------------- -------------------
$ 16,129,040 $ 16,472,518
=================== ===================
See accompanying notes to condensed financial statements
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CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
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Quarter Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
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Revenues:
Rental income from operating leases $ 385,160 $ 297,471 $ 770,319 $ 680,349
Earned income from direct financing leases 31,566 110,427 63,267 154,395
Contingent rental income 14,572 26,437 36,300 29,418
Interest and other income 7,160 37,862 25,851 54,332
------------ ------------ ------------ ------------
438,458 472,197 895,737 918,494
------------ ------------ ------------ ------------
Expenses:
General operating and administrative 40,773 29,310 74,976 64,032
Professional services 2,774 10,874 12,082 14,162
State and other taxes -- 924 12,084 13,541
Depreciation 72,538 65,560 145,076 134,840
Transaction costs 18,403 51,231 45,062 82,113
------------ ------------ ------------ ------------
134,488 157,899 289,280 308,688
------------ ------------ ------------ ------------
Income Before Minority Interest in Income
of Consolidated Joint Venture, Equity in
Earnings of Unconsolidated Joint Ventures,
and Gain on Sale of Land and Buildings 303,970 314,298 606,457 609,806
Minority Interest in Income of Consolidated
Joint Venture (4,229 ) (4,232 ) (8,574 ) (8,577 )
Equity in Earnings of Unconsolidated
Joint Ventures 46,043 41,998 94,339 83,457
Gain on Sale of Land and Buildings -- 293,512 -- 293,512
------------ ------------ ------------ ------------
Net Income $ 345,784 $ 645,576 $ 692,222 $ 978,198
============ ============ ============ ============
Allocation of Net Income:
General partners $ 3,458 $ 5,883 $ 6,922 $ 9,209
Limited partners 342,326 639,693 685,300 968,989
------------ ------------ ------------ ------------
$ 345,784 $ 645,576 $ 692,222 $ 978,198
============ ============ ============ ============
Net Income Per Limited Partner Unit $ 6.85 $ 12.79 $ 13.71 $ 19.38
============ ============ ============ ============
Weighted Average Number of Limited Partner
Units Outstanding 50,000 50,000 50,000 50,000
============ ============ ============ ============
See accompanying notes to condensed financial statements
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CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
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Six Months Ended Year Ended
June 30, December 31,
2000 1999
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General partners:
Beginning balance $ 371,371 $ 354,638
Net income 6,922 16,733
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378,293 371,371
----------------------- ---------------------
Limited partners:
Beginning balance 15,229,572 15,515,634
Net income 685,300 1,713,938
Distributions ($20.00 and $40.00 per
limited partner unit, respectively) (1,000,000 ) (2,000,000 )
----------------------- ---------------------
14,914,872 15,229,572
----------------------- ---------------------
Total partners' capital $ 15,293,165 $ 15,600,943
======================= =====================
See accompanying notes to condensed financial statements
</TABLE>
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
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Six Months Ended
June 30,
2000 1999
--------------- --------------
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Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 786,305 $ 958,915
--------------- --------------
Cash Flows from Investing Activities:
Proceeds from sale of land and buildings -- 1,792,169
Addition to land and buildings on
operating leases -- (326,996 )
Investment in direct financing lease -- (612,920 )
Increase in restricted cash -- (1,091,192 )
--------------- --------------
Net cash used in investing activities -- (238,939 )
--------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,000,000 ) (1,000,000 )
Distributions to holders of minority interest (10,091 ) (9,979 )
--------------- --------------
Net cash used in financing activities (1,010,091 ) (1,009,979 )
--------------- --------------
Net Decrease in Cash and Cash Equivalents (223,786 ) (290,003 )
Cash and Cash Equivalents at Beginning of Period 1,011,733 2,047,140
--------------- --------------
Cash and Cash Equivalents at End of Period $ 787,947 $1,757,137
=============== ==============
Supplemental Schedule of Non-Cash Financing Activities:
Distributions declared and unpaid at end of
period $ 500,000 $ 500,000
=============== ==============
See accompanying notes to condensed financial statements
</TABLE>
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2000 and 1999
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 six months ended June 30, 2000 may not be indicative of
the results that may be expected for the year ending December 31, 2000.
Amounts as of December 31, 1999, 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, 1999.
The Partnership accounts for its 69.07% interest in Tuscawilla Joint
Venture using the consolidation method. Minority interests 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.
2. Concentration of Credit Risk:
The following schedule presents total rental and earned income from
individual lessees, each representing more than ten percent of the
Partnership's total rental and earned income (including the Partnership's
share of total rental and earned income from joint ventures and the
properties held as tenants-in-common with affiliates of the general
partners) for at least one of the six month periods ended June 30:
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2000 1999
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Golden Corral Corporation $ 161,019 $ 161,019
IHOP Properties, Inc. 140,348 N/A
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CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2000 and 1999
2. Concentration of Credit Risk-Continued:
In addition, the following schedule presents total rental and earned
income from individual restaurant chains, each representing more than ten
percent of the Partnership's total rental and earned income (including
the Partnership's share of total rental and earned income from joint
ventures and the properties held as tenant-in-common with affiliates of
the general partners) for at least one of the six month periods ended
June 30:
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<CAPTION>
2000 1999
------------------------- -----------------------
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Golden Corral Family Steakhouse Restaurants
$ 216,008 $ 215,976
IHOP 140,348 N/A
KFC 135,542 131,940
Pizza Hut 117,104 113,359
</TABLE>
The information denoted by N/A indicates that for each period presented,
the tenant or the chain did not represent more than ten percent of the
Partnership's total rental and earned income.
Although the Partnership's properties are geographically diverse
throughout the United States and the Partnership's lessees operate a
variety of restaurant concepts, default by any lessee or restaurant chain
contributing more than ten percent of the Partnership's revenues could
significantly impact the results of operations of the Partnership if the
Partnership is not able to re-lease the properties in a timely manner.
3. Termination of Merger:
On March 1, 2000, the general partners and CNL American Properties Fund,
Inc. ("APF") mutually agreed to terminate the Agreement and Plan of
Merger entered into in March 1999. The general partners are continuing
to evaluate strategic alternatives for the Partnership, including
alternatives to provide liquidity to the limited partners.
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 June 30, 2000, the Partnership owned 28
Properties, which included interests in three Properties owned by joint ventures
in which the Partnership is a co-venturer and four Properties owned with
affiliates as tenants-in-common.
Capital Resources
The Partnership's primary source of capital for the six months ended
June 30, 2000 and 1999 was generated cash from operations (which includes cash
received from tenants, distributions from joint ventures, and interest and other
income received, less cash paid for expenses) of $786,305 and $958,915,
respectively. The decrease in cash from operations for the six months ended June
30, 2000 was primarily a result of changes in the Partnership's working capital.
Currently, rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments, such as
demand deposit accounts at commercial banks and certificates of deposit with
less than a 30-day maturity date, pending the Partnership's use of such funds to
pay Partnership expenses or to make distributions to the partners. At June 30,
2000, the Partnership had $787,947 invested in such short-term investments, as
compared to $1,011,733 at December 31, 1999. The funds remaining at June 30,
2000, after payment of distributions and other liabilities will be used to meet
the Partnership's working capital and other needs.
Short Term Liquidity
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
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.
Total liabilities of the Partnership, including distributions payable,
decreased to $704,482 at June 30, 2000 from $738,665 at December 31, 1999
primarily as a result of a decrease in accounts payable at June 30, 2000, as
compared to December 31, 1999. The decrease was partially offset by an increase
in amounts due to related parties at June 30, 2000, as compared to December 31,
1999. The general partners believe that the Partnership has sufficient cash on
hand to meet its current working capital needs.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that such funds are available for distribution.
Based on current and anticipated future cash from operations the Partnership
declared distributions to limited partners of $1,000,000 for each of the six
months ended June 30, 2000 and 1999 ($500,000 for each of the quarters ended
June 30, 2000 and 1999). This represents distributions of $20.00 per unit for
each of the six months ended June 30, 2000 and 1999 ($10.00 per unit for each
applicable quarter). No distributions were made to the general partners for the
quarters and six months ended June 30, 2000 and 1999. No amounts distributed to
the limited partners for the quarters ended June 30, 2000 and 1999 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.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term
liquidity requirements.
Results of Operations
During the six months ended June 30, 1999, the Partnership and its
consolidated joint venture, Tuscawilla Joint Venture, owned and leased 23 wholly
owned Properties (which included two Properties which were sold in 1999) and
during the six months ended June 30, 2000, the Partnership and its consolidated
joint venture owned and leased 22 wholly owned Properties to operators of
fast-food and family-style restaurant chains. In connection therewith, during
the six months ended June 30, 2000 and 1999, the Partnership earned $833,586 and
$834,744, respectively, in rental income from operating leases and earned income
from direct financing leases from these Properties, $416,726 and $407,898 of
which was earned during the quarters ended June 30, 2000 and 1999, respectively.
In addition, during the six months ended June 30, 2000 and 1999, the
Partnership earned $25,851 and $54,332, respectively, in interest and other
income, $7,160 and $37,862 of which was earned during the quarters ended June
30, 2000 and 1999, respectively. Interest and other income were higher during
the quarter and six months ended June 30, 1999, as compared to the quarter and
six months ended June 30, 2000, partially due to the fact that during the
quarter and six months ended June 30, 1999, the Partnership recorded
approximately $14,400 relating to a partial condemnation of one of its
Properties. In addition, interest and other income were higher during the
quarter and six months ended June 30, 1999 due to the fact that the Partnership
recorded approximately $7,500 in interest income earned on the net sales
proceeds received from the sale of a Property in April 1999, which were held in
an interest-bearing escrow account pending the release of funds by the escrow
agent to acquire an additional Property on behalf of the Partnership.
During the six months ended June 30, 2000 and 1999, the Partnership
owned and leased two Properties indirectly through joint venture arrangements
and three Properties as tenants-in-common with affiliates of the general
partners. In addition, during the six months ended June 30, 2000, the
Partnership owned and leased one additional Property as tenants-in-common with
an affiliate of the general partners. In connection therewith, during the six
months ended June 30, 2000 and 1999, the Partnership earned income of $94,339
and $83,457, respectively, $46,043 and $41,998 of which was earned during the
quarters ended June 30, 2000 and 1999, respectively. The increase in net income
earned by joint ventures during the quarter and six months ended June 30, 2000
was primarily attributable to the fact that in October 1999, the Partnership
reinvested a portion of the net sales proceeds from a 1999 sale of a Property,
in a Property in Baytown, Texas, with an affiliate of the general partners as
tenants-in common.
During the six months ended June 30, 2000, two of the Partnership's
lessees, Golden Corral Corporation and IHOP Properties, Inc., each accounted for
more than ten percent of the Partnership's total rental and earned income
(including the Partnership's share of rental income from Properties owned by
joint ventures and Properties owned with affiliates of the general partners as
tenant-in-common). It is anticipated that during the remainder of 2000, each of
these lessees will continue to account for more than ten percent of the
Partnership's total rental and earned income to which the Partnership is
entitled under the terms of the leases. In addition, during the six months ended
June 30, 2000, four restaurant chains, Golden Corral Family Steakhouse
Restaurants, IHOP, Pizza Hut and KFC, each accounted for more than ten percent
of the Partnership's total rental income (including the Partnership's share of
rental income from Properties owned by joint ventures and Properties owned with
affiliates of the general partners as tenants-in-common). It is anticipated that
these four restaurant chains each will continue to account for more than ten
percent of the total rental income under the terms of its leases during the
remainder of 2000. Any failure of these lessees or restaurant chains could
materially affect the Partnership's income if the Partnership is not able to
re-lease the Properties in a timely manner.
Operating expenses, including depreciation and amortization expense,
were $289,280 and $308,688 during the six months ended June 30, 2000 and 1999,
respectively, of which $134,488 and $157,899 were incurred during the quarters
ended June 30, 2000 and 1999, respectively. The decrease in operating expenses
during the quarter and six months ended June 30, 2000, as compared to the
quarter and six months ended June 30, 1999, was primarily attributable to the
fact that the Partnership incurred less transaction costs during the quarter and
six months ended June 30, 2000, related to the general partners retaining
financial and legal advisors to assist them in evaluating and negotiating the
proposed merger with CNL American Properties Fund, Inc. ("APF") due to the
termination of the proposed merger, as described below in "Termination of
Merger." The decrease in operating expenses during the quarter and six months
ended June 30, 2000, was partially offset by (i) an increase in depreciation
expense as a result of the fact that,the Partnership acquired a Property in
Auburn, Alabama in October 1999 and (ii) an increase in administrative expenses
for servicing the Partnership and its Properties.
As a result of the sales of two Properties during the quarter and six
months ended June 30, 1999, the Partnership recognized total gains of $293,512
for financial reporting purposes. No Properties were sold during the quarter and
six months ended June 30, 2000.
Termination of Merger
On March 1, 2000, the general partners and APF mutually agreed to
terminate the Agreement and Plan of Merger (the "Merger") entered into in March
1999. The general partners are continuing to evaluate strategic alternatives for
the Partnership, including alternatives to provide liquidity to the limited
partners
Dismissal of Legal Action
As described in greater detail in Part II, Item 1. "Legal Proceedings,"
in 1999, two groups of limited partners in several CNL Income Funds filed
purported class action suits against the general partners and APF alleging,
among other things, that the general partners had breached their fiduciary
duties in connection with the proposed merger. These actions were later
consolidated into one action. On April 25, 2000, the judge in the consolidated
action issued an order dismissing the action without prejudice, with each party
to bear its own costs and attorneys' fees.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On May 11, 1999, four limited partners in several CNL Income Funds
served a derivative and purported class action lawsuit filed April
22, 1999 against the general partners and APF in the Circuit Court
of the Ninth Judicial Circuit of Orange County, Florida, alleging
that the general partners breached their fiduciary duties and
violated provisions of certain of the CNL Income Fund partnership
agreements in connection with the proposed merger. The plaintiffs
sought unspecified damages and equitable relief. On July 8, 1999,
the plaintiffs filed an amended complaint which, in addition to
naming three additional plaintiffs, included allegations of aiding
and abetting and conspiring to breach fiduciary duties, negligence
and breach of duty of good faith against certain of the defendants
and sought additional equitable relief. As amended, the caption of
the case was Jon Hale, Mary J. Hewitt, Charles A. Hewitt, Gretchen
M. Hewitt, Bernard J. Schulte, Edward M. and Margaret Berol Trust,
and Vicky Berol v. James M. Seneff, Jr., Robert A. Bourne, CNL
Realty Corporation, and CNL American Properties Fund, Inc., Case
No. CIO-99-0003561.
On June 22, 1999, a limited partner of several CNL Income Funds
served a purported class action lawsuit filed April 29, 1999
against the general partners and APF, Ira Gaines, individually and
on behalf of a class of persons similarly situated, v. CNL
American Properties Fund, Inc., James M. Seneff, Jr., Robert A.
Bourne, CNL Realty Corporation, CNL Fund Advisors, Inc., CNL
Financial Corporation a/k/a CNL Financial Corp., CNL Financial
Services, Inc. and CNL Group, Inc., Case No. CIO-99-3796, in the
Circuit Court of the Ninth Judicial Circuit of Orange County,
Florida, alleging that the general partners breached their
fiduciary duties and that APF aided and abetted their breach of
fiduciary duties in connection with the proposed merger. The
plaintiff sought unspecified damages and equitable relief.
On September 23, 1999, Judge Lawrence Kirkwood entered an order
consolidating the two cases under the caption In re: CNL Income
Funds Litigation, Case No. 99-3561. Pursuant to this order, the
plaintiffs in these cases filed a consolidated and amended
complaint on November 8, 1999. On December 22, 1999, the general
partners and CNL Group, Inc. filed motions to dismiss and motions
to strike. On December 28, 1999, APF and CNL Fund Advisors, Inc.
filed motions to dismiss. On March 6, 2000, all of the defendants
filed a Joint Notice of Filing Form 8-K Reports and Suggestion of
Mootness.
On April 25, 2000, Judge Kirkwood issued a Stipulated Final Order
of Dismissal of Consolidated Action, dismissing the action without
prejudice, with each party to bear its own costs and attorneys'
fees.
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
3.1 Certificate of Limited Partnership of CNL Income Fund III, Ltd.
(Included as Exhibit 3.1 to Amendment No. 1 to the Registration Statement No.
33-15374 on Form S-11 and incorporated herein by reference.)
3.2 Amended and Restated Agreement and Certificate of Limited Partnership
of CNL Income Fund III, Ltd. (Included as Exhibit 3.2 to Form 10-K filed with
the Securities and Exchange Commission on April 5, 1993, and incorporated herein
by reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund III, Ltd.
(Included as Exhibit 4.1 to Amendment No. 1 to Registration Statement No.
33-15374 on Form S-11 and incorporated herein by reference.)
4.2 Amended and Restated Agreement and Certificate of Limited Partnership
of CNL Income Fund III, Ltd. (Included as Exhibit 3.2 to Form 10-K filed with
the Securities and Exchange Commission on April 5, 1993, and incorporated herein
by reference.)
10.1 Property Management Agreement (Included as Exhibit 10.1 to Form 10-K
filed with the Securities and Exchange Commission on April 5, 1993, and
incorporated herein by reference.)
10.2 Assignment of Property Management Agreement from CNL Investment
Company to CNL Income Fund Advisors, Inc. (Included as Exhibit 10.2 to Form 10-K
filed with the Securities and Exchange Commission on March 30, 1995, and
incorporated herein by reference.)
10.3 Assignment of Property Management Agreement from CNL Income Fund
Advisors, Inc. to CNL Fund Advisors, Inc. (Included as Exhibit 10.3 to Form 10-K
filed with the Securities and Exchange Commission on April 1, 1996, and
incorporated herein by reference.)
27 Financial Data Schedule (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June 30, 2000.
<PAGE>
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 9th day of August, 2000.
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)
