-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HmcbHzMkwSJXsdjPJpFstz8t2wFBw3hr3cCjBfrF1jxt8xO1+9o4JYmZk2SqGTab 1+cDV1jyFvNHbDDYpJlHnQ== 0000711642-02-000243.txt : 20020814 0000711642-02-000243.hdr.sgml : 20020814 20020814153639 ACCESSION NUMBER: 0000711642-02-000243 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US REALTY PARTNERS LTD PARTNERSHIP CENTRAL INDEX KEY: 0000788955 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 570814502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-15656 FILM NUMBER: 02735978 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 10QSB 1 usrp.txt USRP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 [] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to _________ Commission file number 0-15656 U.S. REALTY PARTNERS LIMITED PARTNERSHIP (Exact name of small business issuer as specified in its charter) South Carolina 57-0814502 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 55 Beattie Place, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Issuer's telephone number) PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS U.S. REALTY PARTNERS LIMITED PARTNERSHIP BALANCE SHEET (Unaudited) (in thousands, except unit data) June 30, 2002
Assets Cash and cash equivalents $ 124 Receivables and deposits 37 Restricted escrows 108 Other assets 360 Investment properties: Land $ 2,123 Buildings and related personal property 16,543 18,666 Less accumulated depreciation (8,153) 10,513 $11,142 Liabilities and Partners' Deficit Liabilities Accounts payable $ 1 Tenant security deposit liabilities 70 Accrued property taxes 205 Other liabilities 219 Due to Corporate General Partner 88 Mortgage notes payable 10,656 Partners' Deficit General partners $ (3) Depositary unit certificate holders (2,440,000 units authorized; 1,222,000 units issued and outstanding) (94) (97) $11,142 See Accompanying Notes to Financial Statements
U.S. REALTY PARTNERS LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per unit data)
Three Months Ended Six Months Ended June 30, June 30, 2002 2001 2002 2001 Revenues: Rental income $ 725 $ 736 $ 1,468 $ 1,482 Other income 41 52 84 94 Casualty gain 26 -- 26 -- Total revenues 792 788 1,578 1,576 Expenses: Operating 296 288 555 577 General and administrative 31 43 76 89 Depreciation 151 143 298 286 Interest 219 227 439 456 Property taxes 68 68 137 135 Total expenses 765 769 1,505 1,543 Net income $ 27 $ 19 $ 73 $ 33 Net income allocated to general partners (1%) $ -- $ -- $ 1 $ -- Net income allocated to depositary unit certificate holders (99%) 27 19 72 33 $ 27 $ 19 $ 73 $ 33 Net income per depositary unit certificate $ 0.02 $ 0.02 $ 0.06 $ 0.03 See Accompanying Notes to Financial Statements
U.S. REALTY PARTNERS LIMITED PARTNERSHIP STATEMENT OF CHANGES IN PARTNERS' DEFICIT (Unaudited) (in thousands, except unit data)
Depositary Depositary Unit Unit General Certificate Certificates Partners Partners Total Original capital contributions 1,222,000 $ 2 $30,550 $30,552 Partners' deficit at December 31, 2001 1,222,000 $ (4) $ (166) $ (170) Net income for the six months ended June 30, 2002 -- 1 72 73 Partners' deficit at June 30, 2002 1,222,000 $ (3) $ (94) $ (97) See Accompanying Notes to Financial Statements
U.S. REALTY PARTNERS LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
Six Months Ended June 30, 2002 2001 Cash flows from operating activities: Net income $ 73 $ 33 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of loan costs 8 8 Depreciation 298 286 Casualty gain (26) -- Change in accounts: Due from Corporate General Partner 23 -- Receivables and deposits (21) 7 Other assets (42) (19) Accounts payable (101) (31) Tenant security deposit liabilities (10) 6 Accrued property taxes 137 135 Due to Corporate General Partner 15 (368) Other liabilities 82 (10) Net cash provided by operating activities 436 47 Cash flows from investing activities: Proceeds from casualty at Twin Lakes Apartments 37 -- Property improvements and replacements (277) (322) Net deposits to restricted escrows (1) (1) Net cash used in investing activities (241) (323) Cash flows from financing activities: Advances from affiliates 42 -- Principal payments on advances from affiliates (120) -- Payments on mortgage notes payable (127) (118) Net cash used in financing activities (205) (118) Net decrease in cash and cash equivalents (10) (394) Cash and cash equivalents at beginning of period 134 659 Cash and cash equivalents at end of period $ 124 $ 265 Supplemental disclosure of cash flow information: Cash paid for interest $ 430 $ 767 At December 31, 2000 and June 30, 2001, accounts payable and property improvements and replacements were adjusted by approximately $167,000 for non-cash activity. See Accompanying Notes to Financial Statements
U.S. REALTY PARTNERS LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (Unaudited) June 30, 2002 Note A - Basis of Presentation The accompanying unaudited financial statements of U.S. Realty Partners Limited Partnership (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The general partner responsible for management of the Partnership's business is U.S. Realty I Corporation, a South Carolina corporation (the "Corporate General Partner"). The Corporate General Partner is a wholly-owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. In the opinion of the Corporate General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2002, are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2001. Note B - Reconciliation of Cash Flow As required by the Partnership Agreement, the following is a reconciliation of "net cash provided by operating activities" in the accompanying statements of cash flows to "net cash from operations", as defined in the Partnership Agreement. However, "net cash from operations" should not be considered an alternative to net income as an indicator of the Partnership's operating performance or to cash flows as a measure of liquidity.
For the Six Months Ended June 30, 2002 2001 (in thousands) Net cash provided by operating activities $ 436 $ 47 Payments on mortgage notes payable (127) (118) Property improvements and replacements (277) (322) Change in restricted escrows, net (1) (1) Principal payments on advances from affiliates (120) -- Advances from affiliates 42 -- Changes in reserves for net operating liabilities (83) 280 Release of reserves 130 114 Net cash from operations $ -- $ --
During the six months ended June 30, 2002 and 2001, the Corporate General Partner released previously reserved funds of approximately $130,000 and $114,000. Note C - Transactions with Affiliated Parties The Partnership has no employees and is dependent on the Corporate General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for (i) certain payments to affiliates for services and (ii) reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. During the six months ended June 30, 2002 and 2001, affiliates of the Corporate General Partner were entitled to receive 5% of gross receipts from both of the Registrant's residential properties for providing property management services. The Registrant paid to such affiliates approximately $80,000 and $79,000 for the six months ended June 30, 2002 and 2001, respectively, which is included in operating expenses. An affiliate of the Corporate General Partner received reimbursement of accountable administrative expenses amounting to approximately $65,000 and $67,000 for the six months ended June 30, 2002 and 2001, respectively, which is included in general and administrative and operating expenses and investment properties. Included in these amounts are fees related to construction management services provided by an affiliate of the Corporate General Partner of approximately $14,000 and $29,000 for the six months ended June 30, 2002 and 2001, respectively. The construction management service fees are calculated based on a percentage of current additions to both investment properties. As of June 30, 2002, the Partnership owed approximately $14,000 of accrued accountable administrative expenses to an affiliate of the Corporate General Partner. During the six months ended June 30, 2002, an affiliate of the Corporate General Partner advanced the Partnership approximately $42,000 to pay annual audit bills. The Partnership made principal payments of approximately $120,000 on the outstanding advances. As of June 30, 2002, the amount owed to an affiliate of the Corporate General Partner for advances, including accrued interest, was approximately $74,000. In accordance with the Partnership Agreement, interest is to be charged at prime plus 2%. The Partnership made interest payments against the advances of approximately $3,000 and recognized interest expense of approximately $4,000 for the six months ended June 30, 2002. Beginning in 2001, the Partnership began insuring its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Corporate General Partner. During the six months ended June 30, 2002 and 2001, the Partnership was charged by AIMCO and its affiliates approximately $39,000 and $56,000, respectively, for insurance coverage and fees associated with policy claims administration. Note D - Casualty Events During the six months ended June 30, 2002, a net casualty gain of approximately $14,000 was recorded at Twin Lakes Apartments. The casualty gain was related to water and steam damage to two apartments units resulting from a damaged waterbed on September 22, 2001. The gain was the result of the receipt of insurance proceeds of approximately $14,000. During the six months ended June 30, 2002, a net casualty gain of approximately $12,000 was recorded at Twin Lakes Apartments. The casualty gain related to windstorm damage to the apartment complex that occurred on September 14, 2001. The gain was a result of the receipt of insurance proceeds of approximately $23,000 offset by approximately $11,000 of undepreciated fixed assets being written off. Note E - Legal Proceedings The Partnership is unaware of any pending or outstanding litigation that is not of a routine nature arising in the ordinary course of business. Item 2. Management's Discussion and Analysis or Plan of Operation The matters discussed in this Form 10-QSB contain certain forward-looking statements and involve risks and uncertainties (including changing market conditions, competitive and regulatory matters, etc.) detailed in the disclosures contained in this Form 10-QSB and the other filings with the Securities and Exchange Commission made by the Registrant from time to time. The discussions of the Registrant's business and results of operations, including forward-looking statements pertaining to such matters, does not take into account the effects of any changes to the Registrant's business and results of operations. Accordingly, actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors, including those identified herein. The Partnership's investment properties consist of two apartment complexes. The following table sets forth the average occupancy of the properties for the six months ended June 30, 2002 and 2001: Average Occupancy Property 2002 2001 Twin Lakes Apartments Palm Harbor, Florida 95% 95% Governor's Park Apartments Little Rock, Arkansas 94% 93% Results of Operations The Registrant's net income for the three and six months ended June 30, 2002 was approximately $27,000 and $73,000, respectively, as compared to approximately $19,000 and $33,000 for the three and six months ended June 30, 2001, respectively. The increase in net income for the three and six months ended June 30,2002 is attributable to a decrease in total expenses and a slight increase in total revenues. The decrease in total expenses for the six months ended June 30, 2002 was attributable to a decrease in interest expense, operating expense and general and administrative expense which was partially offset by an increase in depreciation expense. The decrease in total expenses for the three months ended June 30, 2002 was attributable to a decrease in interest expense and general and administrative expense which was partially offset by an increase in depreciation expense. Interest expense decreased due to payments against outstanding advances at the Partnership. Operating expense decreased due to a decrease in property and maintenance expense which was partially offset by an increase in insurance expense. Property expense decreased due to a decrease in employee salaries and commissions at both investment properties. Maintenance expense decreased due to a decrease in contract work at both investment properties. Insurance expense increased due to an increase in insurance premiums at Twin Lakes Apartments. General and administrative expense decreased for the six months ended June 30, 2002 due to a decrease in professional expenses partially offset by an increase in management reimbursements to the Corporate General Partner allowed under the Partnership Agreement. In addition, costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement are also included. The increase in depreciation expense is the result of fixed assets placed into service during the past twelve months. The increase in total revenues for both periods was attributable to casualty gains at Twin Lakes Apartments partially offset by a decrease in rental income and other income. During the six months ended June 30, 2002, a net casualty gain of approximately $14,000 was recorded at Twin Lakes Apartments. The casualty gain was related to water and steam damage to two apartments units resulting from a damaged waterbed on September 22, 2001. The gain was the result of the receipt of insurance proceeds of approximately $14,000. During the six months ended June 30, 2002, a net casualty gain of approximately $12,000 was recorded at Twin Lakes Apartments. The casualty gain related to windstorm damage to the apartment complex that occurred on September 14, 2001. The gain was a result of the receipt of insurance proceeds of approximately $23,000 offset by approximately $11,000 of undepreciated fixed assets being written off. Rental income decreased due to a decrease in average rental rates at both properties and an increase in special promotions and concessions at Twin Lakes Apartments. Other income decreased for both periods due to decreased interest income resulting from lower average cash balances in interest bearing accounts. As part of the ongoing business plan of the Partnership, the Corporate General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the Corporate General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the Corporate General Partner will be able to sustain such a plan. Liquidity and Capital Resources At June 30, 2002, the Partnership had cash and cash equivalents of approximately $124,000 as compared to approximately $265,000 at June 30, 2001. For the six months ended June 30, 2002, cash and cash equivalents decreased by approximately $10,000 from the Partnership's year ended December 31, 2001. The decrease in cash and cash equivalents is due to approximately $241,000 of cash used in investing activities and approximately $205,000 of cash used in financing activities partially offset by approximately $436,000 of cash provided by operating activities. Cash used in investing activities consisted of property improvements and replacements and net deposits to restricted escrow accounts maintained by the mortgage lender which was partially offset by insurance proceeds from the casualties at Twin Lakes Apartments. Cash used in financing activities consisted of payments on the mortgages encumbering the properties and principal payments on advances from affiliates partially offset by advances from affiliates. The Partnership invests its working capital reserves in interest bearing accounts. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the investment properties to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. Capital improvements planned for each of the Registrant's properties are detailed below. Governor's Park Apartments The Partnership completed approximately $79,000 in budgeted and unbudgeted capital expenditures at Governor's Park Apartments during the six months ended June 30, 2002, consisting primarily of structural improvements, a water submetering project, and appliance and floor covering replacements. These improvements were funded with cash flow from operations. The Partnership has budgeted, but is not limited to, approximately $77,000 for capital improvements during 2002 consisting primarily of air conditioning unit replacements, major landscaping, structural improvements, and appliance and floor covering replacements. Additional improvements may be considered and will depend on the physical condition of the property as well as anticipated cash flow generated by the property. Twin Lake Apartments The Partnership completed approximately $198,000 in capital expenditures at Twin Lake Apartments during the six months ended June 30, 2002, consisting primarily of plumbing improvements, building and structural damage repairs and appliance and floor covering replacements. These improvements were funded with cash flow from operations and insurance proceeds. The Partnership has budgeted, but is not limited to, approximately $102,000 for capital improvements, exclusive of casualty repairs, during 2002 consisting primarily of plumbing improvements, air condition unit replacements, door replacements, the installation of a sprinkler system and appliance and floor covering replacements. Additional improvements may be considered and will depend on the physical condition of the property as well as anticipated cash flow generated by the property. The Registrant's current assets are thought to be sufficient for any near term needs (exclusive of capital improvements) of the Registrant. The total mortgage indebtedness of $10,656,000 requires monthly payments due on the first day of each month until the loans mature on September 1, 2020 at which time the loans are scheduled to be fully amortized. Pursuant to the Partnership Agreement, the term of the Partnership is scheduled to expire on December 31, 2005. Accordingly, prior to such date the Partnership will need to either sell its investment properties or extend the term of the Partnership. If the Partnership is unable to extend its term, the ultimate sale price of the investment properties may be adversely affected. No distributions were made by the Partnership during the six months ended June 30, 2002 and 2001, respectively. The Partnership's cash available for distribution is reviewed on a monthly basis. Future distributions will depend on the level of net cash generated from operations, the availability of cash reserves and the timing of debt maturities, refinancings, and/or property sales. There can be no assurance that the Partnership will generate sufficient funds from operations after required capital improvements to permit distributions to its partners during the remainder of 2002 or subsequent periods. Other In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 755,625 limited partnership units (the "Units") in the Partnership representing 61.84% of the outstanding Units at June 30, 2002. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional units of limited partnership interest in the Partnership in exchange for cash or a combination of cash and units in the operating partnership of AIMCO either through private purchases or tender offers. Under the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters which would include voting on certain amendments to the Partnership Agreement and voting to remove the Corporate General Partner. As a result of its ownership of 61.84% of the outstanding Units, AIMCO is in a position to control all voting decisions with respect to the Registrant. Although the Corporate General Partner owes fiduciary duties to the limited partners of the Partnership, the Corporate General Partner also owed fiduciary duties to AIMCO as its sole Stockholder. As a result, the duties of the Corporate General Partner, as corporate general partner, to the Partnership and its limited partners may come into conflict with the duties of the Corporate General Partner to AIMCO, as its sole stockholder. Critical Accounting Policies and Estimates The financial statements are prepared in accordance with accounting principles generally accepted in the United States which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity. Impairment of Long-Lived Assets Investment properties are recorded at cost, less accumulated depreciation, unless considered impaired. If events or circumstances indicate that the carrying amount of a property may be impaired, the Partnership will make an assessment of its recoverability by estimating the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the aggregate future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the fair value of the property. Real property investments are subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of the Partnership's investment properties. These factors include changes in the national, regional and local economic climate; local conditions, such as an oversupply of multifamily properties; competition from other available multifamily property owners and changes in market rental rates. Any adverse changes in these factors could cause an impairment in the Partnership's assets. Revenue Recognition The Partnership generally leases apartment units for twelve-month terms or less. Rental income attributable to leases is recognized monthly as it is earned. The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Concessions are charged to income as incurred. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: 3.1 Amended and Restated Certificate and Agreement of Limited Partnership (included as Exhibit A to the Prospectus of Registrant dated August 19, 1986 contained in Amendment No. 4 Registration Statement, No. 33-2996, of Registrant filed August 19, 1986 (the "Prospectus") and is incorporated herein by reference). 3.2 First Amendment to U.S. Realty Partners Limited Partnership Amended and Restated Agreement of Limited of Partnership (dated August 15, 1986) dated October 14, 1993 (filed as Exhibit 4(c) to Form 10QSB for the quarter ended September 30, 1993 and incorporated herein by reference). 4.1 Subscription Agreement and Signature Page (included as Exhibit B to the Prospectus and is incorporated herein by reference). 4.2 Instruments governing the Bonds (filed as Exhibit 10C to Amendment No. 4 to Registration Statement No. 33-2996, of Registrant filed August 19, 1986 and incorporated herein by reference). 99.1 Certification of the Chief Executive Officer and Chief Financial Officer. b) Reports on Form 8-K filed during the quarter ended June 30, 2002: None. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. U.S. REALTY PARTNERS LIMITED PARTNERSHIP By: U.S. Realty I Corporation Corporate General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President By: /s/Thomas C. Novosel Thomas C. Novosel Senior Vice President and Chief Accounting Officer Date: August 14, 2002 Exhibit 99 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-QSB of U.S. Realty Partners Limited Partnership (the "Partnership"), for the quarterly period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Patrick J. Foye, as the equivalent of the Chief Executive Officer of the Partnership, and Paul J. McAuliffe, as the equivalent of the Chief Financial Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. /s/Patrick J. Foye Name: Patrick J. Foye Date: August 14, 2002 /s/Paul J. McAuliffe Name: Paul J. McAuliffe Date: August 14, 2002 This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. -----END PRIVACY-ENHANCED MESSAGE-----