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
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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
0-20017
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CNL Income Fund IX, Ltd.
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(Exact name of registrant as specified in its charter)
Florida 59-3004138
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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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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 7-10
Item 3. Quantitative and Qualitative Disclosures About 10
Market Risk
Part II
Other Information 11-12
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CNL INCOME FUND IX, 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 and
allowance for loss on building $ 13,815,272 $ 14,692,716
Net investment in direct financing leases 5,286,343 5,319,764
Investment in joint ventures 7,085,594 7,169,101
Cash and cash equivalents 1,435,736 936,506
Receivables, less allowance for doubtful accounts
of $109,168 and $55,896, respectively 138,628 108,238
Prepaid expenses 17,418 21,447
Lease costs, less accumulated amortization of
$3,827 and $3,077, respectively 11,173 11,923
Accrued rental income 1,197,018 1,183,581
------------------- -------------------
$ 28,987,182 $ 29,443,276
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 29,032 $ 107,139
Escrowed real estate taxes payable 13,250 8,116
Distributions payable 787,501 787,501
Due to related parties 132,646 62,066
Rents paid in advance and deposits 60,769 29,473
------------------- -------------------
Total liabilities 1,023,198 994,295
Partners' capital 27,963,984 28,448,981
------------------- -------------------
$ 28,987,182 $ 29,443,276
=================== ===================
See accompanying notes to condensed financial statements
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CNL INCOME FUND IX, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
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Revenues:
Rental income from operating leases $ 428,946 $ 346,107 $ 864,541 $ 764,902
Earned income from direct financing leases 168,815 240,396 299,522 413,584
Interest and other income 3,494 35,410 26,901 58,661
------------ ------------ ------------ ------------
601,255 621,913 1,190,964 1,237,147
------------ ------------ ------------ ------------
Expenses:
General operating and administrative 52,237 42,662 96,326 84,635
Professional services 7,386 16,879 18,681 25,941
Real estate taxes 15,469 699 23,160 8,391
State and other taxes 77 125 22,725 24,884
Depreciation and amortization 78,470 80,780 159,249 156,690
Transaction costs 30,583 86,351 70,536 121,626
------------ ------------ ------------ ------------
184,222 227,496 390,677 422,167
------------ ------------ ------------ ------------
Income Before Equity in Earnings of Joint Ventures
and Gain (Loss) on Sale of Land and Buildings 417,033 394,417 800,287 814,980
Equity in Earnings of Joint Ventures 167,056 148,155 317,109 284,057
Gain (Loss) on Sale of Land and Buildings -- -- (27,391 ) 75,997
------------ ------------ ------------ ------------
Net Income $ 584,089 $ 542,572 $1,090,005 $1,175,034
============ ============ ============ ============
Allocation of Net Income:
General partners $ 5,841 $ 5,426 $ 10,968 $ 11,554
Limited partners 578,248 537,146 1,079,037 1,163,480
------------ ------------ ------------ ------------
$ 584,089 $ 542,572 $1,090,005 $1,175,034
============ ============ ============ ============
Net Income Per Limited Partner Unit $ 0.17 $ 0.15 $ 0.31 $ 0.33
============ ============ ============ ============
Weighted Average Number of Limited Partner
Units Outstanding 3,500,000 3,500,000 3,500,000 3,500,000
============ ============ ============ ============
See accompanying notes to condensed financial statements
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CNL INCOME FUND IX, 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 $ 238,417 $ 214,763
Net income 10,968 23,654
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249,385 238,417
----------------------- ----------------------
Limited partners:
Beginning balance 28,210,564 28,999,155
Net income 1,079,037 2,361,413
Distributions ($0.45 and $0.90 per limited partner
unit, respectively) (1,575,002 ) (3,150,004 )
----------------------- ----------------------
27,714,599 28,210,564
----------------------- ----------------------
Total partners' capital $ 27,963,984 $ 28,448,981
======================= ======================
See accompanying notes to condensed financial statements
</TABLE>
CNL INCOME FUND IX, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
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Six Months Ended
June 30,
2000 1999
---------------- ---------------
<S><C>
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $1,380,882 $1,470,503
---------------- ---------------
Cash Flows from Investing Activities:
Proceeds from sale of land and buildings 693,350 2,400,000
Additions to land and building on
operating leases -- (1,641,211 )
---------------- ---------------
Net cash provided by investing activities 693,350 758,789
---------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,575,002 ) (1,575,002 )
---------------- ---------------
Net cash used in financing activities (1,575,002 ) (1,575,002 )
---------------- ---------------
Net Increase in Cash and Cash Equivalents 499,230 654,290
Cash and Cash Equivalents at Beginning of Period 936,506 1,287,379
---------------- ---------------
Cash and Cash Equivalents at End of Period $1,435,736 $1,941,669
================ ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 787,501 $ 787,501
================ ===============
See accompanying notes to condensed financial statements
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CNL INCOME FUND IX, 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 IX, Ltd. (the "Partnership") for the year ended December
31, 1999.
2. Land and Buildings on Operating Leases:
Land and buildings on operating leases consisted of the following at:
June 30, December 31, 1999
2000
-------------------- -------------------
Land $ 7,116,309 $ 7,465,608
Buildings 8,729,293 9,378,821
-------------------- -------------------
15,845,602 16,844,429
Less accumulated depreciation
(2,030,330 ) (1,902,345 )
-------------------- -------------------
13,815,272 14,942,084
Less allowance for loss on
building -- (249,368 )
-------------------- -------------------
$ 13,815,272 $14,692,716
==================== ===================
==================== ===================
At December 31, 1998, the Partnership recorded a provision for loss on
building in the amount of $249,368 for financial reporting purposes
relating to the Perkins property in Williamsville, New York which
represented the difference between the property's carrying value and
the current estimate of net realizable value of the property at
December 31, 1998. The tenant of this property filed for bankruptcy and
discontinued
CNL INCOME FUND IX, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2000 and 1999
2. Land and Buildings on Operating Leases- Continued:
the payment of rents. In May 2000, the Partnership sold this property
to a third party for $715,000, and received net sales proceeds of
$693,350 and recognized a loss of $27,391 for financial reporting
purposes.
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.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CNL Income Fund IX, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on April 16, 1990, to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurants, as well as land upon which restaurants were to be
constructed (the "Properties"), which are leased primarily to operators of
national and regional fast-food and family-style 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 41 Properties, which included interests in 13 Properties
owned by joint ventures in which the Partnership is a co-venturer and three
Properties owned with affiliates of the general partners as tenants-in-common.
Capital Resources
The Partnership's primary source of capital during the six months ended
June 30, 2000 and 1999 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) of $1,380,882 and $1,470,503,
respectively. The decrease in cash from operations for the six months ended June
30, 2000, as compared to the six months ended June 30, 1999, was primarily a
result of changes in the Partnership's working capital.
Other sources and uses of capital included the following during the six
months ended June 30, 2000.
In May 2000, the Partnership sold its Property in Williamsville, New
York, to a third party for $715,000 and received net sales proceeds of $693,350,
resulting in a loss of $27,391 for financial reporting purposes. The Partnership
intends to reinvest these net sales proceeds in an additional Property.
Currently, rental income from the Partnership's Properties and any net
sales proceeds held by the Partnership pending reinvestment in an additional
Property are invested in money market accounts or other short-term, highly
liquid investments, such as demand deposit accounts at commercial banks,
certificates of deposit, and money market accounts with less than a 30-day
maturity date, pending the Partnership's use of such funds to pay Partnership
expenses, to make distributions to the partners, or to reinvest in an additional
Property. At June 30, 2000, the Partnership had $1,435,736 invested in such
short-term investments, as compared to $936,506 at December 31, 1999. The
increase in cash and cash equivalents at June 30, 2000 was primarily
attributable to the receipt of net sales proceeds from the sale of the
Partnership's Property in Williamsville, New York, as described above. The funds
remaining at June 30, 2000, after the payment of distributions and other
liabilities, will be used to invest in an additional Property and 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 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,
increased to $1,023,198 at June 30, 2000, from $994,295 at 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 the limited partners of $1,575,002 for each of the six
months ended June 30, 2000 and 1999 ($787,501 for each of the quarters ended
June 30, 2000 and 1999). This represents distributions for each of the six
months ended June 30, 2000 and 1999 of $0.45 per unit ($0.23 per unit for each
applicable quarter). No distributions were made to the general partners during
the quarter and six months ended June 30, 2000 and 1999. No amounts distributed
to the limited partners during the six months 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 owned and
leased 28 wholly owned Properties (which included two Properties which were sold
during 1999), and during the six months ended June 30, 2000, the Partnership
owned and leased 26 wholly owned Properties (which included one Property which
was sold during 2000) 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 $1,164,063 and $1,178,486, respectively, in rental
income from operating leases, earned income from direct financing leases and
contingent rental income from these Properties, $597,761 and $586,503 of which
was earned during the quarters ended June 30, 2000 and 1999, respectively.
Rental, earned and contingent rental income decreased during the six months
ended June 30, 2000, as compared to the six months ended June 30, 1999,
partially as a result of the fact that during the six months ended June 30,
2000, the Partnership established an allowance for doubtful accounts of
approximately $49,600 for past due rental amounts relating to four Denny's
Properties in accordance with the Partnership's policy. The general partners
will continue to pursue collection of past due rental amounts relating to these
Properties and will recognize such amounts as income if collected. The tenant
vacated two of these four Properties and discontinued operations and making
rental payments to the Partnership. The Partnership will not recognize any
rental income relating to these two Properties until such time as the
Partnership executes new leases or until the Properties are sold and the
proceeds from such sale are reinvested in additional Properties. The lost
revenues resulting from the two vacant Properties could have an adverse effect
on the results of operations of the Partnership if the Partnership is not able
to re-lease these Properties in a timely manner. The Partnership is currently
seeking a new tenant or purchaser for these Properties.
In addition, the decrease in rental, earned and contingent rental
income during the six months ended June 30, 2000, was partially due to a
decrease in rental and earned income of approximately $18,300, as a result of
the sale of two Properties in 1999. The decrease during the six months ended
June 30, 2000, was partially offset by an increase of approximately $51,000 due
to the fact that the Partnership reinvested a portion of these net sales
proceeds in a Property in Albany, Georgia, during 1999.
In addition, during the six months ended June 30, 2000 and 1999, the
Partnership earned $26,901 and $58,661, respectively, in interest and other
income, $3,494 and $35,410 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, primarily due to the fact that the Partnership
earned interest on the net sales proceeds received from the sale of a Property
in March 1999, which the Partnership held in an interest-bearing account until
the proceeds were reinvested in an additional Property in November 1999.
During the six months ended June 30, 2000 and 1999, the Partnership
also owned and leased 13 Properties indirectly through joint venture
arrangements and one Property with an affiliate of the general partners as
tenants-in-common. During the six months ended June 30, 2000, the Partnership
owned and leased two additional Properties with affiliates of the general
partners as tenants-in-common. In connection therewith, during the six months
ended June 30, 2000 and 1999, the Partnership earned $317,109 and $284,057,
respectively, $167,056 and $148,155 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, as
compared to the quarter and six months ended June 30, 1999, was primarily due to
the fact that subsequent to June 30, 1999, the Partnership reinvested the net
sales proceeds it received from a Property sold in 1999, in two Properties as
tenants-in-common with affiliates of the general partners.
Operating expenses, including depreciation and amortization expense,
were $390,677 and $422,167 during the six months ended June 30, 2000 and 1999,
respectively, $184,222 and $227,496 of which 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 partially attributable to the
fact that the Partnership incurred less transaction costs 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 an increase in operating expenses
due to the fact that during the quarter and six months ended June 30, 2000, the
Partnership incurred legal fees, insurance, real estate tax expense and
maintenance expense in connection with its Property in Williamsville, New York
as a result of the tenant of the Property, in 1998, filing for bankruptcy,
rejecting the lease, and discontinuing the payment of rent payments. The
Partnership continued to incur these types of expenses until the Property was
sold in May 2000, as described above in "Capital Resources."
As a result of the sale of the Property in Williamsville, New York, as
described above in "Capital Resources," the Partnership recognized a loss of
$27,391 for financial reporting purposes during the six months ended June 30,
2000. Due to the fact that the Partnership recorded a loss during the quarter
ended March 31, 2000 in accordance with generally accepted accounting
principles, no loss was recorded during the quarter ended June 30, 2000. In
addition, the Partnership sold two Properties during 1999 and recognized a total
gain of $75,997 for financial reporting purposes during the six months ended
June 30, 1999.
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. Default 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 Affidavit and Certificate of Limited Partnership of CNL Income Fund IX,
Ltd. (Included as Exhibit 3.1 to Registration Statement No. 33-35049 on Form
S-11 and incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL Income Fund IX,
Ltd. (Included as Exhibit 3.1 to Registration Statement No. 33-35049 on Form
S-11 and incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of CNL Income
Fund IX, Ltd. (Included as Exhibit 4.6 to Post-Effective Amendment No. 1 to
Registration Statement No. 33-35049 on Form S-11 and incorporated herein by
reference.)
10.1 Management Agreement between CNL Income Fund IX, Ltd. and CNL
Investment Company (Included as Exhibit 10.1 to Form 10-K filed with the
Securities and Exchange Commission on March 17, 1998, and incorporated herein by
reference.)
10.2 Assignment of 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 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 IX, 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)
