UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 2-85270
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BALCOR EQUITY PENSION INVESTORS-I
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3240345
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Balcor Plaza
4849 Golf Road, Skokie, Illinois 60077-9894
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 677-2900
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
-----------------------------
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
<PAGE>
PART I
Item 1. Business
- ----------------
Balcor Equity Pension Investors-I (the "Registrant") is a limited partnership
formed in 1983 under the laws of the State of Illinois. The Registrant raised
$179,614,500 from sales of Limited Partnership Interests. The Registrant's
operations consist exclusively of making first mortgage loans and investment in
and operation of income-producing real property, and all financial information
included in this report relates to this industry segment.
The Registrant used the net offering proceeds to fund six loans and acquire
three real property investments. During prior years, two loans were prepaid
and the Registrant accepted deeds in lieu of foreclosure on two loans and
foreclosed on one additional loan. As a result, the Registrant currently has
one loan and owns six properties as described under Item 2. Properties.
The Partnership Agreement generally provides that the proceeds of any sale,
refinancing or other disposition of properties made by the Registrant will not
be reinvested, but will be distributed to the extent not required to meet the
Registrant's cash requirements. The Partnership Agreement also provides that
proceeds from the repayment of mortgage loans (including any sale proceeds of
properties acquired through foreclosure) within 14 years of the termination of
the offering may be used to make new mortgage loans. Any such new mortgage
loan would generally provide for repayment in full within 15 years after the
termination of the offering. The General Partner currently has no plans to
make any such new mortgage loans on behalf of the Registrant.
The commercial real estate industry is beginning to emerge from several years
of decline and re-structuring. Office properties have begun to emerge from the
effects of overbuilding and corporate downsizing. Effective rents and occupancy
levels began to increase nationally in 1994 and some markets are experiencing a
shortage of large blocks of contiguous space. With new construction expected to
remain at a minimum for 1995, office market conditions are expected to continue
their upward performance for the next year. During 1994, institutionally owned
and managed multi-family residential properties in many markets continued to
experience favorable operating conditions combined with relatively low levels
of new construction. These favorable operating conditions were supported by the
strong pattern of national economic growth which contributed to job growth and
rising income levels in most local economies. However, some rental markets
continue to remain extremely competitive; therefore, the General Partner's
goals are to maintain high occupancy levels, while increasing rents where
possible, and to monitor and control operating expenses and capital improvement
requirements at the properties. All of the Registrant's six properties
generated positive cash flow during 1994.
The Registrant, by virtue of its ownership of real estate is subject to federal
and state laws and regulations covering various environmental issues.
Management of the Registrant utilizes the services of environmental consultants
to assess a wide range of environmental issues and to conduct tests for
environmental contamination as appropriate. The General Partner is not aware
of any potential liability due to environmental issues or conditions that would
be material to the Registrant.
The officers and employees of Balcor Equity Partners-I, the General Partner of
the Registrant, and its affiliates perform services for the Registrant. The
Registrant currently has no employees engaged in its operations.
Item 2. Properties
- ------------------
As of December 31, 1994, the Registrant owns the six properties described
below:
<PAGE>
Location Description of Property
- -------- -----------------------
McLean, Virginia 8280 Greensboro Drive Office Building: a
nine-story office building containing
approximately 197,000 square feet.
Bala Cynwyd, Pennsylvania GSB Office Building: a twelve-story office
building containing approximately 228,000 square
feet.
St. Louis County, Missouri Oxford Hills Apartments: a 480-unit apartment
complex on approximately 28 acres.
Casselberry, Florida Oxford Square Apartments: a 283-unit apartment
complex on approximately 22 acres.
Dallas, Texas * Pacific Center Office Buildings: two nine-story
office buildings containing approximately 222,000
square feet.
Maitland, Florida Park Center Office Building: a four-story office
building containing approximately 111,000 square
feet.
* Owned by the Registrant through a joint venture with an affiliate.
In the opinion of the General Partner, the Registrant has provided for adequate
insurance coverage for its real estate investment properties.
See Notes to Financial Statements for other information regarding real property
investments.
Item 3. Legal Proceedings
- -------------------------
The Registrant is not subject to any material pending legal proceedings, nor
were any such proceedings terminated during the fourth quarter of l994.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
No matters were submitted to a vote of the Limited Partners of the Registrant
during 1994.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
- ---------------------------------------------------------------------
Matters
- -------
There has not been an established public market for Limited Partnership
Interests and it is not anticipated that one will develop. For information
regarding previous distributions, see Financial Statements, Statements of
Partners' Capital (Deficit) and Item 7. Liquidity and Capital Resources.
As of December 31, 1994, the number of record holders of Limited Partnership
Interests of the Registrant was 20,106.
Item 6. Selected Financial Data
- -------------------------------
Year ended December 31,
----------------------------------------------------------
1994 1993 1992 1991 1990
---------- ---------- ---------- ---------- ----------
Total income $17,358,359 $16,954,147 $16,933,654 $17,360,168 $16,429,564
Provision for loan
receivable writedown None None None 3,435,632 None
Provision for invest-
ment property
writedowns None 7,300,000 6,100,000 20,000,000 None
Net income (loss) 1,205,826 (5,278,978) (1,652,405)(17,856,956) 4,467,225
Net income (loss)
per Limited Part-
nership Interest 2.11 (16.02) (6.30) (51.19) 10.29
Total assets 78,832,718 83,318,884 93,878,245 103,895,612 132,922,747
Distributions per
Taxable Limited
Partnership Interest 10.00 10.75 13.75 16.50 18.97
Distributions per Tax-
exempt Limited Part-
nership Interest 13.32 14.31 18.28 21.95 47.62
Item 7. Management's Discussion and Analysis of Financial Condition and
- -----------------------------------------------------------------------
Results of Operations
- ---------------------
Summary of Operations
- ---------------------
During 1993, Balcor Equity Pension Investors-I (the "Partnership") recognized
an investment property writedown which resulted in a net loss for 1993 as
compared to net income for 1994. The Partnership also recognized an investment
property writedown during 1992 which, combined with increased property related
expenses during 1993, resulted in a lower net loss for 1992 as compared to
1993. Further discussion of the Partnership's operations are summarized below.
Operations
- ----------
1994 Compared to 1993
- ---------------------
Increased rental rates and/or occupancy at five of the Partnership's six
properties during 1994 resulted in increased rental income in 1994 as compared
to 1993.
<PAGE>
During 1994 real estate tax reimbursement income decreased due to a reduction
in the assessed value of the GSB Office Building. Additionally, the Partnership
received income during 1993 related to disputed prior years' billing at the
8280 Greensboro Drive Office Building. These are the primary reasons service
income decreased during 1994 as compared to 1993.
Due to higher interest rates earned on short-term investments during 1994,
interest income on short-term investments increased during 1994 as compared to
1993.
Due to increased insurance expense at all of the properties, increased
utilities expense at Oxford Square Apartments and the GSB and Pacific Center
Office Buildings, and higher leasing costs at the 8280 Greensboro Drive, Park
Center and Pacific Center office buildings, property operating expenses
increased in 1994 as compared to 1993.
During 1994, expenditures for interior upgrades at the Oxford Hills and Oxford
Square apartment complexes and increased tenant expenditures at the Pacific
Center, Park Center and 8280 Greensboro Drive office buildings resulted in an
increase in maintenance and repairs expense during 1994 as compared to 1993.
The assessed real estate tax values at the GSB, 8280 Greensboro Drive and
Pacific Center office buildings were reduced in 1994 which resulted in a
decrease in real estate taxes expense for 1994 as compared to 1993.
Due to higher accounting and portfolio management fees, administrative expenses
increased during 1994 as compared to 1993.
In 1993, the Partnership determined that an impairment had occurred to the
asset value of the 8280 Greensboro Drive Office Building. The property was
written down to the Partnership's estimate of its fair value, and a $7,300,000
provision for investment property writedown was recognized in 1993.
1993 Compared to 1992
- ---------------------
During 1993 and 1992, the Partnership received additional tenant reimbursement
income related to disputed prior years' billings at the 8280 Greensboro Drive
Office Building. This is the primary reason service income increased during
1993 as compared to 1992.
Lower interest rates earned on short-term investments during 1993 caused a
decrease in interest income on short-term investments during 1993 as compared
to 1992.
During 1993, expenditures for interior upgrades at the Oxford Hills Apartments
along with roof repairs at the GSB Office Building and increased tenant
improvements at the Pacific Center and 8280 Greensboro Drive office buildings
resulted in an increase in maintenance and repair expenses during 1993 as
compared to 1992.
The Partnership recognized a $6,100,000 provision for investment property
writedown related to the Pacific Center Office Buildings during 1992 as a
result of an impairment to the value of this property. The Pacific Center
Office Buildings are owned by a joint venture with an affiliated partnership.
The affiliate's share of the writedown on the Pacific Center Office Buildings
in 1992 was $1,400,000 and resulted in a decrease in the affiliate's
participation in loss from joint venture in 1993 as compared to 1992.
Liquidity and Capital Resources
- -------------------------------
The Partnership's cash flow provided by operating activities during 1994 was
generated from the operation of the Partnership's properties and from interest
income received on the Fairview Plaza III loan and short-term investments. The
Partnership used the cash flow provided by operating activities and a portion
<PAGE>
of cash reserves to fund investing activities, which consisted primarily of
improvements to the GSB Office Building, and to fund financing activities which
consisted primarily of distributions to Limited Partners and the General
Partner. The cash position of the Partnership decreased during 1994.
The Partnership defines cash flow generated from its properties as an amount
equal to the property's revenue receipts less property related expenditures
which include debt service payments. During 1994 and 1993, all six of the
Partnership's properties generated positive cash flow. Many rental markets
continue to remain extremely competitive; therefore, the General Partner's
goals are to maintain high occupancy levels while increasing rents where
possible and to monitor and control operating expenses and capital improvement
requirements at the properties. As of December 31, 1994, the occupancy rates of
the Partnership's residential properties ranged from 91% to 94% and the
commercial properties ranged from 85% to 96%.
In January 1995, the Partnership paid $1,157,338 ($2.50 per Taxable Interest
and $3.33 per Tax-exempt Interest) to Limited Partners, representing the
quarterly distribution for the fourth quarter of 1994. During 1994, the
Partnership made distributions to Limited Partners totaling $10.00 per Taxable
Interest and $13.32 per Tax-exempt Interest as compared to $10.75 and $14.31 in
1993 and $13.75 and $18.28 in 1992, respectively. To date, Limited Partners
have received distributions aggregating approximately $221 per $500 Taxable
Interest and $313 per $500 Tax-exempt Interest, including the January 1995
distribution. The General Partner expects that the cash flow from property
operations and debt service payments on the mortgage loan should enable the
Partnership to continue making quarterly distributions to Limited Partners. The
General Partner anticipates that the quarterly distribution level will decrease
in 1995 due to capital improvement programs planned for several of the
Partnership's properties and significant leasing costs expected to be incurred
at two of the Partnership's office buildings.
During 1994, the General Partner, on behalf of the Partnership, used amounts
placed in the Repurchase Fund to repurchase 778 Interests from Limited Partners
at a total cost of $212,831.
The General Partner has recently completed the outsourcing of the financial
reporting and accounting services, transfer agent and investor records
services, and computer operations and systems development functions that
provided services to the Partnership. All of these functions are now being
provided by independent third parties. Additionally, Allegiance Realty Group,
Inc., which has provided property management services to all of the
Partnership's properties, was sold to a third party. Each of these transactions
occurred after extensive due diligence and competitive bidding processes. The
General Partner does not believe that the cost of providing these services to
the Partnership, in the aggregate, will be materially different to the
Partnership during 1995 when compared to 1994.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
See Index to Financial Statements and Financial Statement Schedule in this
Form 10-K.
The supplemental financial information specified by Item 302 of Regulation S-K
is not applicable.
The net effect of the differences between the financial statements and the tax
returns is summarized as follows:
<PAGE>
December 31, 1994 December 31, 1993
----------------------- -------------------------
Financial Tax Financial Tax
Statements Returns Statements Returns
----------- ------------ ----------- ------------
Total assets $78,832,718 $128,365,768 $83,318,884 $132,270,408
Partners' capital
accounts:
General Partner (427,353) (351,960) (361,783) (467,323)
Limited Partners 76,731,576 120,732,643 80,603,904 123,992,796
Net income (loss):
General Partner 448,802 629,735 474,493 674,972
Limited Partners 757,024 1,369,199 (5,753,471) 1,494,005
Per Limited Partner-
ship Interest 2.11 (A) (16.02) (A)
(A) The net income is $2.89 per Tax-exempt Interest and $10.00 per Taxable
Interest for 1994 and $3.17 per Tax-exempt Interest and $10.75 per Taxable
Interest for 1993.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- -----------------------------------------------------------------------
Financial Disclosure
- --------------------
There have been no changes in or disagreements with accountants on any matter
of accounting principles, practices or financial statement disclosure.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
(a) Neither the Registrant nor Balcor Equity Partners-I, its General Partner,
has a Board of Directors.
(b, c & e) The names, ages and business experience of the executive officers
and significant employees of the General Partner of the Registrant are as
follows:
TITLE OFFICERS
----- --------
Chairman, President and Chief Thomas E. Meador
Executive Officer
Executive Vice President, Allan Wood
Chief Financial Officer and
Chief Accounting Officer
Senior Vice President Alexander J. Darragh
First Vice President Daniel A. Duhig
First Vice President Josette V. Goldberg
First Vice President Alan G. Lieberman
First Vice President Brian D. Parker
and Assistant Secretary
First Vice President John K. Powell, Jr.
First Vice President Reid A. Reynolds
First Vice President Thomas G. Selby
Thomas E. Meador (July 1947) joined Balcor in July 1979. He is Chairman,
President and Chief Executive Officer and has responsibility for all ongoing
day-to-day activities at Balcor. He is a Director of The Balcor Company.
Prior to joining Balcor, Mr. Meador was employed at the Harris Trust and
Savings Bank in the commercial real estate division where he was involved in
various lending activities. Mr. Meador received his M.B.A. degree from the
Indiana University Graduate School of Business.
Allan Wood (January 1949) joined Balcor in August 1983 and, as Balcor's Chief
Financial Officer and Chief Accounting Officer, is responsible for the
financial and administrative functions. He is also a Director of The Balcor
Company. Mr. Wood is a Certified Public Accountant. Prior to joining Balcor,
he was employed by Price Waterhouse where he was involved in auditing public
and private companies.
Alexander J. Darragh (February 1955) joined Balcor in September 1988 and has
primary responsibility for the Portfolio Advisory Group. He is responsible for
due diligence analysis and real estate advisory services in support of asset
management, institutional advisory and capital markets functions. Mr. Darragh
has supervisory responsibility of Balcor's Investor Services, Investment
Administration, Fund Management and Land Management departments. Mr. Darragh
received masters' degrees in Urban Geography from Queens's University and in
Urban Planning from Northwestern University.
Daniel A. Duhig (October 1956) joined Balcor in November 1986 and is
responsible for the Asset Management Department relating to real estate
investments made by Balcor and its affiliated partnerships, including
negotiations for modifications or refinancings of real estate mortgage
investments and the disposition of real estate investments.
Josette V. Goldberg (April 1957) joined Balcor in January 1985 and has primary
responsibility for all human resources matters. In addition, she has
supervisory responsibility for Balcor's administrative and MIS departments.
Ms. Goldberg has been designated as a Senior Human Resources Professional
<PAGE>
(SHRP).
Alan G. Lieberman (June 1959) joined Balcor in May 1983 and is responsible for
the Property Sales and Capital Markets Groups. Mr. Lieberman is a Certified
Public Accountant.
Brian D. Parker (June 1951) joined Balcor in March 1986 and is responsible for
Balcor's corporate and property accounting, treasury and budget activities.
Mr. Parker is a Certified Public Accountant and holds an M.S. degree in
Accountancy from DePaul University.
John K. Powell, Jr. (June 1950) joined Balcor in September 1985 and is
responsible for the administration of the investment portfolios of Balcor's
partnerships and for Balcor's risk management functions. Mr. Powell received a
Master of Planning degree from the University of Virginia. He has been
designated a Certified Real Estate Financier by the National Society for Real
Estate Finance and is a full member of the Urban Land Institute.
Reid A. Reynolds (April 1950) joined Balcor in March 1981 and is involved with
the asset management of residential properties for Balcor. Mr. Reynolds is a
licensed Real Estate Broker in the State of Illinois.
Thomas G. Selby (July 1955) joined Balcor in February 1984 and has
responsibility for various Asset Management functions, including oversight of
the residential portfolio. From January 1986 through September 1994, Mr. Selby
was Regional Vice President and then Senior Vice President of Allegiance Realty
Group, Inc., an affiliate of Balcor providing property management services.
Mr. Selby was responsible for supervising the management of residential
properties in the western United States.
(d) There is no family relationship between any of the foregoing officers.
(f) None of the foregoing officers or employees are currently involved in any
material legal proceedings nor were any such proceedings terminated during the
fourth quarter of 1994.
Item 11. Executive Compensation
- -------------------------------
The Registrant has not paid and does not propose to pay any remuneration to the
executive officers and directors of the General Partner. Certain of these
officers receive compensation from The Balcor Company (but not from the
Registrant) for services performed for various affiliated entities, which may
include services performed for the Registrant. However, the General Partner
believes that any such compensation attributable to services performed for the
Registrant is immaterial to the Registrant. See Note 8 of Notes to Financial
Statements for the information relating to transactions with affiliates.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
(a) No person owns of record or is known by the Registrant to own beneficially
more than 5% of the outstanding Limited Partnership Interests of the
Registrant.
(b) Balcor Equity Partners-I and its officers and partners own as a group the
following Limited Partnership Interests of the Registrant:
Amount
Beneficially
Title of Class Owned Percent of Class
-------------- ------------- ----------------
Limited Partnership
Interests 9,449 Interests 2.63%
<PAGE>
Relatives and affiliates of the officers and partners of the General Partner
own an additional 20 Interests.
(c) The Registrant is not aware of any arrangements, the operation of which may
result in a change of control of the Registrant.
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
(a & b) See Note 8 of Notes to Financial Statements for additional information
relating to transactions with affiliates.
See Note 2 of Notes to Financial Statements for information relating to the
Partnership Agreement and the allocation of distributions and profits and
losses.
(c) No management person is indebted to the Registrant.
(d) The Registrant has no outstanding agreements with any promoters.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- ------------------------------------------------------------------------
(a)
(1 & 2) See Index to Financial Statements and Financial Statement Schedule in
this Form 10-K.
(3) Exhibits:
(3) The Amended and Restated Agreement of Limited Partnership and Amended and
Restated Certificate of Limited Partnership, previously filed as Exhibits 3 and
4.1, respectively, to Amendment No. 2 to the Registrant's Registration
Statement on Form S-11 dated October 4, 1983 (Registration No. 2-85270), are
incorporated herein by reference.
(4) Form of Confirmation regarding Interests in the Registrant set forth as
Exhibit 4.2 to the Registrant's Report on Form 10-Q for the quarter ended
June 30, 1992 (Commission File No. 2-85270) is incorporated herein by
reference.
(27) Financial Data Schedule of the Registrant for 1994 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended December 31, 1994.
(c) Exhibits: See Item 14(a)(3) above.
(d) Financial Statement Schedules: See Index to Financial Statements and
Financial Statement Schedule in this Form 10-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BALCOR EQUITY PENSION INVESTORS-I
By: /s/Allan Wood
-----------------------------
Allan Wood
Executive Vice President, and Chief
Accounting and Financial Officer
(Principal Accounting and Financial
Officer) of Balcor Equity Partners-I,
the General Partner
Date: March 28, 1995
---------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- ---------------------- ------------------------------- ------------
President and Chief Executive
Officer (Principal Executive
Officer) of Balcor Equity
/s/Thomas E. Meador Partners-I, the General Partner March 28, 1995
- -------------------- --------------
Thomas E. Meador
Executive Vice President, and Chief
Accounting and Financial Officer
(Principal Accounting and Financial
Officer) of Balcor Equity Partners-I,
/s/Allan Wood the General Partner March 28, 1995
- -------------------- --------------
Allan Wood
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Report of Independent Auditors
Financial Statements:
Balance Sheets, December 31, 1994 and 1993
Statements of Partners' Capital for the years ended December 31, 1994, 1993 and
1992
Statements of Income and Expenses, for the years ended December 31, 1994, 1993
and 1992
Statements of Cash Flows, for the years ended December 31, 1994, 1993 and 1992
Notes to Financial Statements
Schedule:
III - Real Estate and Accumulated Depreciation, as of December 31, 1994
Schedules, other than that listed, are omitted for the reason that they are
inapplicable or equivalent information has been included elsewhere herein.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Partners of
Balcor Equity Pension Investors-I:
We have audited the accompanying balance sheets of Balcor Equity Pension
Investors-I (An Illinois Limited Partnership) as of December 31, 1994 and 1993,
and the related statements of partners' capital, income and expenses and cash
flows for each of the three years in the period ended December 31, 1994. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Balcor Equity Pension
Investors-I (An Illinois Limited Partnership) at December 31, 1994 and 1993,
and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
ERNST & YOUNG LLP
Chicago, Illinois
March 6, 1995
<PAGE>
BALCOR EQUITY PENSION INVESTORS-I
(An Illinois Limited Partnership)
BALANCE SHEETS
December 31, 1994 and 1993
ASSETS
1994 1993
------------- -------------
Cash and cash equivalents $ 7,207,000 $ 8,252,048
Accounts and accrued interest receivable 164,885 501,533
Prepaid real estate taxes 70,119 97,168
Deferred expenses, net of accumulated
amortization of $467,624 in 1994 and
$361,332 in 1993 355,296 433,667
------------- -------------
7,797,300 9,284,416
------------- -------------
Investment in real estate
Land 10,753,713 10,753,713
Buildings and improvements 93,613,603 92,847,535
------------- -------------
104,367,316 103,601,248
Less accumulated depreciation 37,467,239 33,869,463
------------- -------------
Investment in real estate, net
of accumulated depreciation 66,900,077 69,731,785
Investment in loan receivable 4,135,341 4,302,683
------------- -------------
71,035,418 74,034,468
------------- -------------
$ 78,832,718 $ 83,318,884
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 211,676 $ 738,476
Due to affiliates 102,217 96,979
Accrued real estate taxes 203,187 240,789
Escrow liabilities 16,088 16,416
Security deposits 512,606 520,403
------------- -------------
Total liabilities 1,045,774 1,613,063
Affiliate's participation in joint venture 1,482,721 1,463,700
Partners' capital (359,229 Limited
Partnership Interests issued and
outstanding) 76,304,223 80,242,121
------------- -------------
$ 78,832,718 $ 83,318,884
============= =============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-I
(An Illinois Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
for the years ended December 31, 1994, 1993 and 1992
Partners' Capital (Deficit) Accounts
----------------------------------------
General Limited
Total Partner Partners
------------ ------------- -------------
Balance at December 31, 1991 $99,760,358 $ (188,419) $ 99,948,777
Cash distributions (A) (7,060,474) (706,048) (6,354,426)
Net (loss) income for the year
ended December 31, 1992 (1,652,405) 610,829 (2,263,234)
------------ ------------- -------------
Balance at December 31, 1992 91,047,479 (283,638) 91,331,117
Cash distributions (A) (5,526,380) (552,638) (4,973,742)
Net (loss) income for the year
ended December 31, 1993 (5,278,978) 474,493 (5,753,471)
------------ ------------- -------------
Balance at December 31, 1993 80,242,121 (361,783) 80,603,904
Cash distributions (A) (5,143,724) (514,372) (4,629,352)
Net income for the year
ended December 31, 1994 1,205,826 448,802 757,024
------------ ------------- -------------
Balance at December 31, 1994 $76,304,223 $ (427,353) $ 76,731,576
============ ============= =============
(A) Summary of cash distributions paid per Limited Partnership Interest:
1994 1993 1992
Taxable ------------ ------------- -------------
-------
First Quarter $ 2.50 $ 3.25 $ 4.00
Second Quarter 2.50 2.50 3.25
Third Quarter 2.50 2.50 3.25
Fourth Quarter 2.50 2.50 3.25
Tax-exempt
----------
First Quarter 3.33 4.32 5.32
Second Quarter 3.33 3.33 4.32
Third Quarter 3.33 3.33 4.32
Fourth Quarter 3.33 3.33 4.32
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-I
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the years ended December 31, 1994, 1993 and 1992
1994 1993 1992
------------ ------------- -------------
Income:
Rental $14,844,273 $ 14,137,070 $ 14,333,914
Service 1,949,797 2,309,972 1,998,478
Interest on short-term
investments 352,782 287,086 371,717
Interest on loan receivable 211,507 220,019 229,545
------------ ------------- -------------
Total income 17,358,359 16,954,147 16,933,654
------------ ------------- -------------
Expenses:
Depreciation 3,597,776 3,787,347 3,924,764
Amortization of deferred
expenses 106,292 106,867 97,303
Property operating 6,205,665 5,209,481 4,853,961
Maintenance and repairs 3,517,639 3,078,934 2,275,762
Real estate taxes 1,358,958 1,460,464 1,539,393
Property management fees 721,850 718,119 718,310
Administrative 655,733 594,579 557,881
Provision for investment
property writedowns 7,300,000 6,100,000
------------ ------------- -------------
Total expenses 16,163,913 22,255,791 20,067,374
------------ ------------- -------------
Income (loss) before partici-
pation in joint venture 1,194,446 (5,301,644) (3,133,720)
Affiliate's participation in
loss from joint venture 11,380 22,666 1,481,315
------------ ------------- -------------
Net income (loss) $ 1,205,826 $ (5,278,978) $ (1,652,405)
============ ============= =============
Net income allocated to
General Partner $ 448,802 $ 474,493 $ 610,829
============ ============= =============
Net income (loss) allocated to
Limited Partners $ 757,024 $ (5,753,471) $ (2,263,234)
============ ============= =============
Net income (loss) per Limited
Partnership Interest (359,229
issued and outstanding) $ 2.11 $ (16.02) $ (6.30)
============ ============= =============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-I
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1994, 1993 and 1992
1994 1993 1992
------------ ------------- -------------
Operating activities:
Net income (loss) $ 1,205,826 $ (5,278,978) $ (1,652,405)
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities:
Affiliate's participation
in loss from joint
venture (11,380) (22,666) (1,481,315)
Depreciation of properties 3,597,776 3,787,347 3,924,764
Amortization of deferred
expenses 106,292 106,867 97,303
Provision for investment
property writedowns 7,300,000 6,100,000
Net change in:
Accounts and accrued
interest receivable 336,648 (306,723) 114,505
Prepaid real estate taxes 27,049 (4,790) (8,553)
Accounts payable (526,800) 118,267 312,638
Due to affiliates 5,238 12,560 2,419
Accrued real estate taxes (37,602) 3,044 15,160
Escrow liabilities (328) (24,840) (111,507)
Security deposits (7,797) 17,586 58,579
------------ ------------- -------------
Net cash provided by
operating activities 4,694,922 5,707,674 7,371,588
------------ ------------- -------------
Investing activities:
Collection of principal pay-
ments on loan receivable 167,342 158,831 2,538,486
Improvements to properties (766,068) (596,660) (1,901,023)
Payment of deferred expenses (27,921) (431,970)
------------ ------------- -------------
Net cash used in or provided
by investing activities (626,647) (437,829) 205,493
------------ ------------- -------------
Financing activities:
Distributions to Limited
Partners (4,629,352) (4,973,742) (6,354,426)
Distributions to General
Partner (514,372) (552,638) (706,048)
Contributions from joint ven-
ture partner - affiliate 48,400 177,784
Distributions to joint venture
partner - affiliate (17,999) (35,738) (100,462)
------------ ------------- -------------
Net cash used in financing
activities (5,113,323) (5,384,334) (7,160,936)
------------ ------------- -------------
Net change in cash and
cash equivalents (1,045,048) (114,489) 416,145
<PAGE>
Cash and cash equivalents
at beginning of year 8,252,048 8,366,537 7,950,392
------------ ------------- -------------
Cash and cash equivalents
at end of year $ 7,207,000 $ 8,252,048 $ 8,366,537
============ ============= =============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-I
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) Depreciation expense is computed using the straight-line method. Rates
used in the determination of depreciation are based upon the following
estimated useful lives:
Years
-----
Buildings and improvements 20 to 35
Furniture and fixtures 5
Maintenance and repairs are charged to expense when incurred. Expenditures for
improvements are capitalized to the related asset account.
(b) Deferred expenses consist of loan application and processing fees and
mortgage brokerage fees which are amortized over the terms of the respective
agreements, and leasing commissions which are amortized over the life of each
respective lease.
(c) The Partnership's investment objectives provide for investment in income
producing real property to be held for long-term appreciation. Consistent with
these objectives, properties acquired through foreclosure are recorded as
investments in real estate at the lower of fair value less estimated costs to
sell, or cost at the date of foreclosure. The Partnership makes periodic
assessments concerning possible permanent impairment to the value of all of its
properties. In the event that the Partnership determines that a permanent
impairment in value has occurred, the carrying basis of the property is reduced
to its estimated fair value.
(d) Interest income on the loan receivable consists of monthly payments
received from the borrower, which are recorded in the period they are earned as
determined by the terms of the loan agreement.
Once a loan has been placed on non-accrual status, income is recorded only as
cash payments are received from the borrower until such time as the borrower
has demonstrated an ability to make regular payments under the terms of the
original or renegotiated loan agreement.
For loans on which the Partnership has agreed to a modification of terms as a
result of financial difficulties experienced by the borrower, interest income
payments earned subsequent to the date of modification for which payment is
deferred to a later date are recorded only as they are received from the
borrower.
(e) Cash equivalents include all highly liquid investments with a maturity of
three months or less when purchased.
(f) The Partnership is not liable for Federal income taxes and each partner
recognizes his proportionate share of the Partnership income or loss in his tax
return; therefore, no provision for income taxes is made in the financial
statements of the Partnership.
2. Partnership Agreement:
The Partnership was organized in July 1983. The Partnership Agreement provides
for Balcor Equity Partners-I to be the General Partner and for the admission of
Limited Partners through the sale of up to 800,000 Limited Partnership
Interests at $500 per Interest, 359,229 of which were sold on or prior to
February 24, 1984, the termination date of the offering.
<PAGE>
Operating Income of the Partnership will be allocated 10% to the General
Partner and 90% to the Limited Partners; however, certain components are
specially allocated as described in the Partnership Agreement. Operating
Losses and certain other components will be allocated 1% to the General Partner
and 99% to the Limited Partners pursuant to the provisions of the Partnership
Agreement.
Net Cash Receipts available for distribution will be distributed as follows:
90% to all Limited Partners; 7 1/2% to the General Partner as its distributive
share from Partnership operations; and 2 1/2% to the General Partner for
allocation to the Repurchase Fund which may be utilized to repurchase Interests
from Limited Partners pursuant to the provisions of the Partnership Agreement.
Amounts placed in the Repurchase Fund may, at the sole discretion of the
General Partner and subject to certain limitations, be used to repurchase
Interests from existing Limited Partners. During 1994, the General Partner
used amounts placed in the Repurchase Fund to repurchase 778 Interests from
Limited Partners at a cost of $212,831. Distributions pertaining to repurchased
Interests will be paid to the Repurchase Fund. To the extent that amounts in
the Repurchase Fund are not utilized to repurchase Interests, such amounts are
invested in short-term interest-bearing instruments with earnings thereon
credited to the Repurchase Fund. An amount not to exceed the amount originally
allocated to the Repurchase Fund will be returned to the Partnership at
liquidation if necessary to permit payment to the Limited Partners of their
Original Capital plus any deficiency in their Liquidation Preference.
When and as the Partnership sells its real properties, the Net Cash Proceeds
resulting therefrom which are available for distribution will be distributed
only to holders of Interests until such time as they have received an amount
equal to their Original Capital plus 6% per annum, non-compounded, on Adjusted
Original Capital (Liquidation Preference). Thereafter, the General Partner
will receive out of remaining Net Cash Proceeds an amount equal to 10% of
further distributed Net Cash Proceeds, which shall be returned to the
Partnership if necessary to permit payment to the Limited Partners of any
deficiency in the return of their Original Capital and their Preferential
Cumulative Distribution on Adjusted Original Capital in amounts ranging from
10% to 16% per annum (depending on the type of investor and the month and year
in which Interests were purchased).
The Partnership Agreement provides for different allocations of profits and
losses and cash distributions to Limited Partners depending on whether the
investor originally acquiring the Interest was a taxable or tax-exempt entity.
3. Investment in Loan Receivable:
The Fairview Plaza III Office Building mortgage loan has been classified as a
non-accrual loan as a result of delinquency and other noncompliance with the
terms of the loan agreement and is therefore considered an impaired loan. At
December 31, 1994, the outstanding principal balance of this loan was
$4,135,341. The loan bears interest at an effective rate of 5.23% per annum and
is payable in monthly installments of $32,373 through maturity in June 1997.
Under the terms of the original loan agreement, the Partnership would have
received interest income of approximately $1,200,000 during 1994, 1993 and
1992. The Partnership recorded interest income on this loan of approximately
$221,000 (cash basis) during 1994, $230,000 during 1993 and $240,000 during
1992. The average recorded investment in impaired loans during the year ended
December 31, 1994 was approximately $4,219,012.
4. Management Agreements:
As of December 31, 1994, all of the properties owned by the Partnership are
under management agreements with a third-party management company. These
management agreements provide for annual fees of 5% of gross operating receipts
for the residential properties and 3% to 6% of gross operating receipts for the
<PAGE>
commercial properties.
5. Provision for Investment Property Writedown:
In 1993, the Partnership determined that an impairment to the asset value of
the 8280 Greensboro Drive office building had occurred. As a result, the
property was written down by $7,300,000 representing the Partnership's estimate
of the property's fair value.
The Pacific Center Office Buildings are owned by a joint venture with an
affiliated partnership and are located in Dallas, Texas. The property was
written down by $6,100,000 in 1992 to the Partnership's estimate of the
property's fair value. The Partnership's share of this writedown was
$4,700,000.
6. Affiliate's Participation in Joint Venture:
The Pacific Center Office Buildings are owned by a joint venture between the
Partnership and an affiliate. All assets, liabilities, income and expenses of
the joint venture are included in the financial statements of the Partnership
with the appropriate adjustment of profit or loss for the affiliate's
participation in the joint venture. Profits, losses and distributions are
allocated 77.09% to the Partnership and 22.91% to the affiliate. The net loss
for 1992 included $1,400,000 which represented the affiliate's share of a
provision for investment property writedown relating to this property.
7. Tax Accounting:
The Partnership keeps its books in accordance with the Internal Revenue Code,
rules and regulations promulgated thereunder and existing interpretations
thereof. The accompanying financial statements, which are prepared in
accordance with generally accepted accounting principles, will differ from the
tax returns due to the different treatment of various items as specified in the
Internal Revenue Code. The net effect of these accounting differences is that
the Partnership recognized net income of $1,205,826 in 1994 in the financial
statements and recognized net income of $1,998,934 in 1994 in the tax returns
of the Partnership for the same period.
8. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates are:
Year Ended Year Ended Year Ended
12/31/94 12/31/93 12/31/92
-------------- -------------- --------------
Paid Payable Paid Payable Paid Payable
------ ------- ------ ------- ------ -------
Mortgage servicing fees $ 9,625 $ 802 $ 9,625 $ 802 $ 11,764 $ 802
Property management fees 663,299 None 719,636 58,954 671,738 60,471
Reimbursement of expenses
to the General Partner,
at cost:
Accounting 87,470 30,226 79,315 6,610 60,509 4,792
Data processing 57,714 13,007 74,578 19,731 79,965 6,468
Investor communi-
cations 30,605 8,983 21,629 1,649 35,109 2,780
Legal 25,026 12,774 19,834 1,653 23,610 1,870
Portfolio management 114,105 28,793 78,983 6,582 80,896 6,406
Other 11,024 7,632 11,979 998 10,489 830
The Partnership participates in an insurance deductible program with other
affiliated partnerships in which the program pays claims up to the amount of
the deductible under the master insurance policies for its properties. The
program is administered by an affiliate of the General Partner who receives no
fee for administering the program. The Partnership's premiums to the deductible
<PAGE>
insurance program were $116,846, $77,368 and $71,644 for 1994, 1993 and 1992,
respectively.
Allegiance Realty Group, Inc., an affiliate of the General Partner, managed all
six of the Partnership's properties until the affiliate was sold to a third-
party in November 1994.
9. Rentals under Operating Leases:
The Partnership receives rental income from the leasing of office space under
operating leases. The minimum future rentals (excluding amounts representing
executory costs such as taxes, maintenance and insurance) to be received by the
Partnership for the GSB, Pacific Center, Park Center and 8280 Greensboro Drive
office buildings based on operating leases held at December 31, 1994 are
approximately as follows:
1995 $ 8,309,000
1996 7,096,000
1997 5,987,000
1998 4,583,000
1999 3,365,000
Thereafter 5,311,000
------------
$ 34,651,000
============
The Partnership is subject to the usual business risks regarding the collection
of these rentals.
10. Subsequent Event:
In January 1995, the Partnership paid $1,157,338 ($2.50 per Taxable Interest
and $3.33 per Tax-exempt Interest) to the holders of Limited Partnership
Interests representing the quarterly distribution for the fourth quarter of
1994.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-I
(An Illinois Limited Partnership)
<TABLE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1994
<CAPTION>
Col. A Col. B Col. C Col. D
- ---------------------- --------- --------------------- ----------------------------------
Initial Cost Cost Adjustments
to Partnership Subsequent to Acquisition
-------------------- ---------------------------------
Buildings Carrying Reduction
Encum- and Im- Improve- Costs of Basis
Description brances Land provements ments (a) (b)
- --------------------- ------- -------- ------------ --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
8280 Greensboro Drive
Office Building,
197,000 sq. ft.,
McLean, VA None $4,595,052 $32,581,745 $1,182,041 $(13,423,952)
GSB Office Building,
228,000 sq. ft.,
Bala Cynwyd, PA None 1,417,000 20,078,955 4,660,930 $55,968
Oxford Hills Apts.,
480 units, St. Louis
County, MO None 1,920,000 17,442,935 44,999
Oxford Square Apts.,
283 units,
Casselberry, FL None 1,202,242 10,182,623
Pacific Center
Office Buildings,
222,000 sq. ft.,
Dallas, TX None 5,060,000 32,440,000 728,364 37,560 (23,550,000)
Park Center Office
Building,
111,000 sq. ft.,
Maitland, FL None 1,946,175 8,184,878 1,379,801 (3,800,000)
----------- ------------ --------- -------- ------------
Total $16,140,469 $120,911,136 $7,951,136 $138,527 $(40,773,952)
=========== ============ ========= ======== ============
</TABLE>
<PAGE>
BALCOR EQUITY PENSION INVESTORS-I
(An Illinois Limited Partnership)
<TABLE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1994
(Continued)
<CAPTION>
Col. A Col. E Col. F Col. G Col. H Col. I
- ------------------------ ------------------------------- ----------- -------- ------- -------
Gross Amounts at Which Life Upon
Carried at Close of Period Which Depre-
------------------------------- ciation in
Buildings Accumulated Date Date Latest Income
and Im- Total Deprecia- of Con- Acq- Statement
Description Land provements (c)(d) tion(d) struction uired is Computed
- ------------------- -------- ---------- ---------- --------- ---------- ----- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
8280 Greensboro Drive
Office Building,
197,000 sq. ft.,
McLean, VA $2,977,313 $21,957,573 $24,934,886 $3,558,516 1987 12/90(e) (f)
GSB Office Building,
228,000 sq. ft.,
Bala Cynwyd, PA 1,420,694 24,792,159 26,212,853 11,729,458 1959 7/84 (f)
Oxford Hills Apts.,
480 units, St. Louis
County, MO 1,924,464 17,483,470 19,407,934 9,424,698 1969 6/84 (f)
Oxford Square Apts.,
283 units,
Casselberry, FL 1,202,242 10,182,623 11,384,865 2,910,986 1986 12/86(g) (f)
Pacific Center
Office Buildings,
222,000 sq. ft.,
Dallas, TX 1,924,959 12,790,965 14,715,924 7,816,121 (h) 11/84 (f)
Park Center Office
Building,
111,000 sq. ft.,
Maitland, FL 1,304,041 6,406,813 7,710,854 2,027,460 1984 12/86(g) (f)
----------- ----------- ------------ -----------
Total $10,753,713 $93,613,603 $104,367,316 $37,467,239
=========== =========== ============ ===========
</TABLE>
<PAGE>
BALCOR EQUITY PENSION INVESTORS-I
(An Illinois Limited Partnership)
NOTES TO SCHEDULE III
(a) Consists of legal fees, appraisal fees, title costs and other related
professional fees.
(b) The carrying basis of the 8280 Greensboro Drive office building was reduced
in 1991 and 1993, the Pacific Center office building was reduced in 1991 and
1992 and the Park Center office building was reduced in 1991 due to a permanent
impairment in the value of these properties. In addition, amounts held in
escrow on behalf of the borrower of the 8280 Greensboro Drive Office Building
were used in 1991 to reduce the basis of this property.
(c) The aggregate cost of land for Federal income tax purposes is $16,168,508
and the aggregate cost of buildings and improvements for Federal income tax
purposes is $132,310,308. The total of these is $148,478,816.
(d) Reconciliation of Real Estate
-----------------------------
1994 1993 1992
---------- ---------- ----------
Balance at beginning of year $103,601,248 $110,304,588 $114,503,565
Additions during year:
Improvements 766,068 596,660 1,901,023
Reductions during year:
Investment property
writedowns (7,300,000) (6,100,000)
------------ ------------ ------------
Balance at end of year $104,367,316 $103,601,248 $110,304,588
============ ============ ============
Reconciliation of Accumulated Depreciation
------------------------------------------
1994 1993 1992
---------- ---------- ----------
Balance at beginning of year $33,869,463 $30,082,116 $26,157,352
Depreciation expense for
the year 3,597,776 3,787,347 3,924,764
----------- ----------- -----------
Balance at end of year $37,467,239 $33,869,463 $30,082,116
=========== =========== ===========
(e) During 1990, this property was acquired at a foreclosure sale.
<PAGE>
(f) Depreciation expense is computed based upon the following estimated useful
lives:
Years
-----
Buildings and improvements 20 to 35
Furniture and fixtures 5
(g) During 1986, these properties were acquired through acceptance of deeds in
lieu of foreclosure.
(h) These office buildings were completed in two phases in 1983 and 1984.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 7207
<SECURITIES> 0
<RECEIVABLES> 4300
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7442
<PP&E> 104367
<DEPRECIATION> 37467
<TOTAL-ASSETS> 78833
<CURRENT-LIABILITIES> 1046
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 76304
<TOTAL-LIABILITY-AND-EQUITY> 78833
<SALES> 0
<TOTAL-REVENUES> 17358
<CGS> 0
<TOTAL-COSTS> 11793
<OTHER-EXPENSES> 4360
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1206
<INCOME-TAX> 0
<INCOME-CONTINUING> 1206
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1206
<EPS-PRIMARY> 2.11
<EPS-DILUTED> 2.11
</TABLE>
