##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 or
 o
    
    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: 0-51295
 NNN 2003 Value Fund, LLC
  Delaware
    
    20-0122092(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)1551 N. Tustin Avenue, Suite 300, Santa Ana, California
    
    92705(Address of principal executive offices)
    
    (Zip Code)
 (714) 667-8252
 N/A
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



NNN 2003 VALUE FUND, LLC
(A Delaware limited liability company)
TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    2Condensed Consolidated Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010
    
    
    2Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2011 and 2010
    
    
    3Unaudited Condensed Consolidated Statement of Equity (Deficit) for the Three Months Ended March 31, 2011
    
    
    4Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    23PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. [Removed and Reserved.]
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    26Signatures27Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   1




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
 NNN 2003 VALUE FUND, LLC
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31, 2011
    
    
    December 31, 2010(Unaudited)ASSETSReal estate investments:Properties held for non-sale disposition, net
    
    $
    
    
    
    $
    27,218,000Investments in unconsolidated real estate
    
    
    18,000
    
    
    
    24,00018,000
    
    
    
    27,242,000Cash and cash equivalents
    
    
    1,577,000
    
    
    
    2,031,000Accounts receivable, net
    
    
    30,000
    
    
    
    79,000Restricted cash
    
    
    217,000
    
    
    
    646,000Intangible assets related to properties held for non-sale disposition, net
    
    
    
    
    
    
    1,951,000Other assets related to properties held for non-sale disposition, net
    
    
    
    
    
    
    738,000Total assets
    
    $
    1,842,000
    
    
    $
    32,687,000LIABILITIES AND EQUITY (DEFICIT)Mortgage loans payable secured by properties held for non-sale disposition
    
    $
    
    
    
    $
    43,471,000Accounts payable and accrued liabilities
    
    
    908,000
    
    
    
    613,000Accounts payable due to related parties
    
    
    21,000
    
    
    
    32,000Other liabilities related to properties held for non-sale disposition, net
    
    
    
    
    
    
    422,000Other liabilities
    
    
    217,000
    
    
    
    217,000Total liabilities
    
    
    1,146,000
    
    
    
    44,755,000Commitments and contingencies (Note 11)Equity (deficit):NNN 2003 Value Fund, LLC unit holders equity (deficit)
    
    
    696,000
    
    
    
    (12,068,000
    )Noncontrolling interest equity
    
    
    
    
    
    
    Total equity (deficit)
    
    
    696,000
    
    
    
    (12,068,000
    )Total liabilities and equity (deficit)
    
    $
    1,842,000
    
    
    $
    32,687,000
   2




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NNN 2003 VALUE FUND, LLC
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Interest and dividend income
    
    $
    
    
    
    $
    12,000Other income
    
    
    
    
    
    
    8,000General and administrative expense
    
    
    (56,000
    )
    
    
    (98,000
    )Equity in losses of unconsolidated real estate
    
    
    (6,000
    )
    
    
    (407,000
    )Loss from continuing operations
    
    
    (62,000
    )
    
    
    (485,000
    )Income (loss) from discontinued operations
    
    
    13,326,000
    
    
    
    (958,000
    )Consolidated net income (loss)
    
    
    13,264,000
    
    
    
    (1,443,000
    )Loss attributable to noncontrolling interests
    
    
    
    
    
    
    (98,000
    )Net income (loss) attributable to NNN 2003 Value Fund, LLC
    
    $
    13,264,000
    
    
    $
    (1,345,000
    )Comprehensive income (loss):Consolidated net income (loss)
    
    $
    13,264,000
    
    
    $
    (1,443,000
    )Other comprehensive income (loss)
    
    
    
    
    
    
    Comprehensive income (loss)
    
    
    13,264,000
    
    
    
    (1,443,000
    )Comprehensive loss attributable to noncontrolling interests
    
    
    
    
    
    
    98,000Comprehensive income (loss) attributable to NNN 2003 Value
Fund, LLC
    
    $
    13,264,000
    
    
    $
    (1,345,000
    )
   3




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NNN 2003 VALUE FUND, LLC
 
 CONDENSED CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)
(Unaudited)
 NNN 2003 ValueNumber
    
    
    Total Equity
    
    
    Fund, LLC
    
    
    Noncontrollingof Units
    
    
    (Deficit)
    
    
    Equity (Deficit)
    
    
    InterestsDeficit Balance  December 31, 2010
    
    
    9,970
    
    
    $
    (12,068,000
    )
    
    $
    (12,068,000
    )
    
    $
    Distributions
    
    
    
    
    
    
    (500,000
    )
    
    
    (500,000
    )
    
    
    Net income
    
    
    
    
    
    
    13,264,000
    
    
    
    13,264,000
    
    
    
    Equity Balance  March 31, 2011
    
    
    9,970
    
    
    $
    696,000
    
    
    $
    696,000
    
    
    $
    
   4




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NNN 2003 VALUE FUND, LLC
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010CASH FLOWS FROM OPERATING ACTIVITIES:Consolidated net income (loss)
    
    $
    13,264,000
    
    
    $
    (1,443,000
    )Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:Gain on extinguishment of debt
    
    
    (13,634,000
    )
    
    
    Depreciation and amortization (including deferred financing
costs, deferred rent, lease inducements and above/below market
leases)
    
    
    157,000
    
    
    
    755,000Equity in losses of unconsolidated real estate
    
    
    6,000
    
    
    
    407,000Allowance for doubtful accounts
    
    
    44,000
    
    
    
    58,000Change in operating assets and liabilities:Accounts receivable, including accounts and loans receivable
due from related parties
    
    
    (168,000
    )
    
    
    (99,000
    )Other assets
    
    
    38,000
    
    
    
    (198,000
    )Restricted cash
    
    
    (21,000
    )
    
    
    (193,000
    )Accounts payable and accrued liabilities, including accounts
payable to related parties
    
    
    590,000
    
    
    
    449,000Security deposits, prepaid rent and other liabilities
    
    
    (181,000
    )
    
    
    72,000Net cash provided by (used in) operating activities
    
    
    95,000
    
    
    
    (192,000
    )CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    
    
    
    
    (221,000
    )Distributions from unconsolidated real estate
    
    
    
    
    
    
    727,000Net cash provided by investing activities
    
    
    
    
    
    
    506,000CASH FLOWS FROM FINANCING ACTIVITIES:Restricted cash
    
    
    
    
    
    
    (7,000
    )Borrowings on mortgage loans payable
    
    
    
    
    
    
    68,000Distributions to unit holders
    
    
    (500,000
    )
    
    
    (1,000,000
    )Cash transferred to lender in connection with transfer of property
    
    
    (49,000
    )
    
    
    Net cash used in financing activities
    
    
    (549,000
    )
    
    
    (939,000
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (454,000
    )
    
    
    (625,000
    )CASH AND CASH EQUIVALENTS  beginning of period
    
    
    2,031,000
    
    
    
    2,724,000CASH AND CASH EQUIVALENTS  end of period
    
    $
    1,577,000
    
    
    $
    2,099,000SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    
    
    
    $
    958,000NONCASH INVESTING AND FINANCING ACTIVITIES:Accrual for tenant improvements and capital expenditures
    
    $
    
    
    
    $
    42,000Transfer of real estate and other assets and liabilities in
connection with debt extinguishment
    
    $
    29,788,000
    
    
    $
    Cancellation of debt and accrued interest in connection with
transfer of real estate and other assets and liabilities
    
    $
    43,471,000
    
    
    $
    
   5




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NNN 2003 VALUE FUND, LLC
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 The use of the words we, us, or our refers to NNN 2003 Value Fund, LLC and its
subsidiaries, except where the context otherwise requires.
 1. Organization and Description of Business
       6




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NNN 2003 VALUE FUND, LLC
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued
 2. Summary of Significant Accounting Policies
  Interim Financial Data
   Principles of Consolidation and Basis of Presentation
 Consolidation
    7




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NNN 2003 VALUE FUND, LLC
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued
 Use of Estimates
  Real Estate Related Impairments
  
    
    a significant negative industry or economic trend;
    
    a significant underperformance relative to historical or projected future operating results;
and
    
    a significant change in the manner in which the asset is used.
  Property, Plant and Equipment
 Properties Held for Non-Sale Disposition
   8




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NNN 2003 VALUE FUND, LLC
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued
  Fair Value of Financial Instruments
 Financial Instruments
  Income Taxes
  Income Taxes
 Segments
 Segment Reporting
  9




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NNN 2003 VALUE FUND, LLC
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued
 3. Real Estate Investments  Properties Held for Non-Sale Disposition
  March 31, 2011
    
    
    December 31, 2010Buildings and tenant improvements
    
    $
    
    
    
    $
    26,813,000Land
    
    
    
    
    
    
    4,137,000
    
    
    
    30,950,000Less: accumulated depreciation
    
    
    
    
    
    
    (3,732,000
    )$
    
    
    
    $
    27,218,000
   4. Real Estate Investments  Unconsolidated Real Estate
  Property
    
    Location
    
    March 31, 2011
    
    
    December 31, 2010Chase Tower
    
    Austin, TX
    
    $
    5,000
    
    
    $
    6,000Enterprise Technology Center
    
    Scotts Valley, CA
    
    
    
    
    
    
    Executive Center II and III
    
    Dallas, TX
    
    
    13,000
    
    
    
    18,000$
    18,000
    
    
    $
    24,000
 Summarized Financial Information
  March 31, 2011
    
    
    December 31, 2010Assets (primarily real estate)
    
    $
    17,920,000
    
    
    $
    18,591,000Mortgage loans and other debt payable
    
    $
    32,562,000
    
    
    $
    32,562,000Other liabilities
    
    
    5,981,000
    
    
    
    5,258,000(Deficit) equity
    
    
    (20,623,000
    )
    
    
    (19,229,000
    )Total liabilities and (deficit) equity
    
    $
    17,920,000
    
    
    $
    18,591,000Our share of equity
    
    $
    18,000
    
    
    $
    24,000
 Three Months EndedMarch 31,2011
    
    
    2010Revenues
    
    $
    256,000
    
    
    $
    1,679,000Rental and other expenses
    
    
    1,661,000
    
    
    
    19,702,000Loss from continuing operations
    
    
    (1,405,000
    )
    
    
    (18,023,000
    )Loss from discontinued operations
    
    
    (18,000
    )
    
    
    (478,000
    )Net loss
    
    $
    (1,423,000
    )
    
    $
    (18,501,000
    )Our equity in losses of unconsolidated real estate
    
    $
    (6,000
    )
    
    $
    (374,000
    )
   10




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NNN 2003 VALUE FUND, LLC
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued
  OwnershipProperty
    
    Percentage
    
    
    March 31, 2011
    
    
    December 31, 2010Enterprise Technology Center
    
    
    8.5
    %
    
    $
    32,562,000
    
    
    $
    32,562,000Executive Center II and III
    
    
    41.1
    %
    
    
    
    
    
    
    Chase Tower
    
    
    14.8
    %
    
    
    
    
    
    
    $
    32,562,000
    
    
    $
    32,562,000
 Enterprise Technology Center
   Executive Center II and III
  Chase Tower
   11




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NNN 2003 VALUE FUND, LLC
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued
 Loan Covenants
  5. Intangible Assets Related to Properties Held for Non-Sale Disposition
  March 31, 2011
    
    
    December 31, 2010In-place leases and
tenant relationships, net of
accumulated amortization of
$1,881,000 as of December
31, 2010
    
    $
    
    
    

    $
    1,951,000
  6. Other Assets Related to Properties Held for Non-Sale Disposition
  March 31, 2011
    
    
    December 31, 2010Deferred rent receivable
    
    $
    
    
    
    $
    277,000Lease commissions, net of
accumulated amortization of
$286,000 as of December 31, 2010
    
    
    
    
    
    
    321,000Prepaid expenses, deposits and other
    
    
    
    
    
    
    140,000$
    
    
    
    $
    738,000
 7. Mortgage Loans Payable Secured by Properties Held for Non-Sale Disposition
   Total Mortgage
    
    
    Weighted AverageLoans Payable
    
    
    Interest RateVariable rate
    
    $
    22,471,000
    
    
    
    7.26
    %Fixed rate
    
    
    21,000,000
    
    
    
    10.95
    %$
    43,471,000
    
    
    
    9.04
    %
  12




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NNN 2003 VALUE FUND, LLC
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued
 Sevens Building Mortgage Loan
  Four Resource Square Mortgage Loan
  8. Noncontrolling Interests
  Entity
    
    Date Acquired
    
    
    Noncontrolling InterestsNNN Enterprise Way, LLC
    
    
    05/07/2004
    
    
    
    26.7
    %NNN 901 Civic Center, LLC
    
    
    04/24/2006
    
    
    
    3.1
    %
  9. NNN 2003 Value Fund, LLC Unit Holders Equity (Deficit)
    13




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NNN 2003 VALUE FUND, LLC
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued
    10. Related Party Transactions
 The Management Agreement
   Property Management Fees
  Real Estate Acquisition Fees
  Real Estate Disposition Fees
   14




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NNN 2003 VALUE FUND, LLC
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued
 Leasing Commissions
  Accounting Fees
  Construction Management Fees
  Loan Fees
  Related Party Accounts Payable
  11. Commitments and Contingencies
 Litigation
  Environmental Matters
   15




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NNN 2003 VALUE FUND, LLC
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Continued
 12. Discontinued Operations
 Property, Plant and Equipment
 Property
    
    Date SoldTiffany Square
    
    May 7, 2010Executive Center I
    
    June 2, 2010Four Resource Square
    
    January 20, 2011Sevens Building
    
    March 25, 2011
  Three Months EndedMarch 31,2011
    
    
    2010Rental revenue
    
    $
    964,000
    
    
    $
    2,330,000Rental expense (including general, administrative, depreciation and amortization)
    
    
    (727,000
    )
    
    
    (1,946,000
    )Interest expense
    
    
    (545,000
    )
    
    
    (1,342,000
    )Gain on extinguishment of debt
    
    
    13,634,000
    
    
    
    Income (loss) from discontinued operations
    
    
    13,326,000
    
    
    
    (958,000
    )Income (loss) from discontinued operations attributable to noncontrolling interests
    
    
    
    
    
    
    Income (loss) from discontinued operations attributable to NNN 2003 Value Fund, LLC
    
    $
    13,326,000
    
    
    $
    (958,000
    )
 13. Subsequent Events
 Enterprise Technology Center Loan Maturity
  Cash Transfer to Sevens Building Lender
   16




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Item 2.
    
    Managements Discussion and Analysis Financial Condition and Results of Operations.
 The use of the words we, us, or our refers to NNN 2003 Value Fund, LLC and its
subsidiaries, except where the context otherwise requires.
  Forward-Looking Statements
  Overview and Background
    17




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Business Strategy
  Acquisitions and Dispositions
    18




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Critical Accounting Policies
  Interim Financial Data
   Factors Which May Influence Results of Operations
  Rental Revenue
  Scheduled Lease Expirations
   19




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Sarbanes-Oxley Act
   Results of Operations
   Comparison of the Three Months Ended March 31, 2011 and 2010
 Three Months EndedMarch 31,
    
    
    Change2011
    
    
    2010
    
    
    $
    
    
    %Interest and dividend income
    
    $
    
    
    
    $
    12,000
    
    
    $
    (12,000
    )
    
    
    (100.0
    )%Other income
    
    
    
    
    
    
    8,000
    
    
    
    (8,000
    )
    
    
    (100.0
    )%General and administrative expense
    
    
    (56,000
    )
    
    
    (98,000
    )
    
    
    42,000
    
    
    
    (42.9
    )%Equity in losses of unconsolidated real estate
    
    
    (6,000
    )
    
    
    (407,000
    )
    
    
    401,000
    
    
    
    (98.5
    )%Loss from continuing operations
    
    
    (62,000
    )
    
    
    (485,000
    )
    
    
    423,000
    
    
    
    (87.2
    )%Income (loss) from discontinued operations
    
    
    13,326,000
    
    
    
    (958,000
    )
    
    
    14,284,000
    
    
    
    1,491.0
    %Consolidated net income (loss)
    
    $
    13,264,000
    
    
    $
    (1,443,000
    )
    
    $
    14,707,000
    
    
    
    1,019.2
    %
 Interest and Dividend Income
  Other Income
   20




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General and Administrative Expense
  Equity in Losses of Unconsolidated Real Estate
  Income (Loss) from Discontinued Operations
  Consolidated Net Income (Loss)
  Liquidity and Capital Resources
 Sources of Capital and Liquidity
    21




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Debt Financing
  Weighted-Average
    
    
    VariablePrincipal
    
    
    
    
    
    
    Interest
    
    
    or FixedOutstanding
    
    
    Maturity Date
    
    
    Rate
    
    
    Interest RateEnterprise Technology Center
    
    $
    32,562,000
    
    
    
    05/11/2011
    
    
    
    11.44
    %
    
    Fixed
  Cash Flows
    Other Liquidity Needs
  Contractual Obligations
  Off-Balance Sheet Arrangements
  Inflation
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
   22




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Item 4.
    
    Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  23




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PART II  OTHER INFORMATION
 The use of the words we, us, or our refers to NNN 2003 Value Fund, LLC and its
subsidiaries, except where the context otherwise requires.
 
 Item 1.
    
    Legal Proceedings.
  
 Item 1A.
    
    Risk Factors.
  We currently intend to sell, or otherwise dispose of, our remaining property interest, pay
distributions to our unit holders from available funds, if any, and wind up our operations, which
we expect will be completed within the next six to twelve months. As a result of the planned
disposal of our remaining property interest, there is substantial doubt about our ability to
continue as a going concern.
   We rely on the disposition of our properties to generate cash to fund our operations and pay
distributions to our unit holders, however, our remaining property interest consists of an 8.5%
interest in one unconsolidated property, which greatly limits our ability to generate cash to
fund our operations and/or pay future distributions to our unit holder.
    24




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Our success is dependent on the performance of our manager, which could be adversely
impacted by the performance of its parent company.
       25




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Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3.
    
    Defaults Upon Senior Securities.
  
 Item 4.
    
    [Removed and Reserved.]
 
 Item 5.
    
    Other Information.
  
 Item 6.
    
    Exhibits.
   26




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SIGNATURES
  NNN 2003 Value Fund, LLC
(Registrant)May 13, 2011
    /s/ Steven M. ShippDate
    Steven M. ShippExecutive Vice President, Portfolio
Management
Grubb & Ellis Realty Investors, LLC,
The Manager of NNN 2003 Value Fund, LLC
(principal executive officer)May 13, 2011
    /s/ Paul E. HendersonDate
    Paul E. HendersonChief Accounting Officer
Grubb & Ellis Realty Investors, LLC,
the Manager of NNN 2003 Value Fund, LLC
(principal financial officer)  27




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EXHIBIT INDEX
   ExhibitNumber
    
    
    Description3.1
    
    
    Articles of Organization of NNN 2003 Value Fund, LLC, dated
March 19, 2003 (included in Exhibit 3.1 to our Form 10 filed
on May 2, 2005 and incorporated herein by reference).10.1
    
    
    Purchase and Sale Agreement entered into by NNN VF Four
Resource Square, LLC and Four Resource Square, LLC, dated
January 10, 2011 (included as Exhibit 10.1 to our Current
Report on Form 8-K filed January 14, 2011 and incorporated
herein by reference).10.2
    
    
    Loan Assumption and Substitution Agreement and Amendment to
Deed of Trust, Security Agreement and Fixture Filing by and
among Four Resource Square, LLC, NNN VF Four Resource Square,
LLC, and NNN 2003 Value Fund, LLC in favor of RAIT
Partnership, L.P., dated January 20, 2011 (included as Exhibit
10.1 to our Current Report on Form 8-K filed January 26, 2011
and incorporated herein by reference).10.3
    
    
    General Warranty Deed by and between NNN VF Four Resource
Square, LLC and Four Resource Square, LLC, dated January 20,
2011 (included as Exhibit 10.2 to our Current Report on Form
8-K filed January 26, 2011 and incorporated herein by
reference).10.4
    
    
    Bill of Sale by NNN VF Four Resource Square, LLC in favor of
Four Resource Square, LLC, dated January 18, 2011 and
effective as of January 20, 2011 (included as Exhibit 10.3 to
our Current Report on Form 8-K filed January 26, 2011 and
incorporated herein by reference).10.5
    
    
    Assignment of Leases, Service Contracts and Intangibles,
Transfer of Deposits and Assumption Agreement by and between
NNN VF Four Resource Square, LLC and Four Resource Square,
LLC, dated January 20, 2011 (included as Exhibit 10.4 to our
Current Report on Form 8-K filed January 26, 2011 and
incorporated herein by reference).31.1
    *
    
    Certification of Principal Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    *
    
    Certification of Principal Financial Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    **
    
    Certification of Principal Executive Officer, pursuant to 18
U.S.C. Section 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    **
    
    Certification of Principal Financial Officer, pursuant to 18
U.S.C. Section 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith.  28