FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
------ ------
Commission File number 0-13448
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
--------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
California 33-0058349
--------------------------- ---------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
400 South El Camino Real, Suite 1100 94402-1708
San Mateo, California ------------
---------------------------------- (Zip Code)
(Address of principal executive offices)
(415) 343-9300
-----------------------------------
(Registrant's telephone number)
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
---- ----
Total number of units outstanding as of September 30, 1995:
NO EXHIBIT INDEX REQUIRED
Page 1 of 16
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
September 30, December 31,
1995 1994
Assets --------- ------------
-------
Real estate investments:
Land $ 8,312 $ 6,456
Buildings and improvements, net
of accumulated depreciation of
$1,993 and $1,366 in 1995 and
1994, respectively 14,849 12,958
-------- --------
Net real estate investments 23,161 19,414
Cash and cash equivalents 208 382
Accounts receivable 145 106
Prepaid expenses and other assets,
net of accumulated amortization
of $276 and $129 in 1995 and 1994,
respectively 983 510
-------- --------
Total assets $ 24,497 $ 20,412
======== ========
Liabilities and Partners'
Equity (Deficit)
-------------------------
Accounts payable $ 170 $ 40
Accrued expenses 775 519
Note payable 4,000 -
-------- --------
Total liabilities 4,945 559
Partners' equity (deficit):
General Partner (57) (55)
Limited Partners - 118,942
limited partnership units
outstanding 19,609 19,908
-------- --------
Total partners' equity 19,552 19,853
-------- --------
Total liabilities and partners'
equity $ 24,497 $ 20,412
======== ========
See accompanying notes to consolidated financial statements.
Page 2 of 16
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Operations
(in thousands, except per unit amounts)
(Unaudited)
Nine Months Three Months
Ended Ended
September 30, September 30,
--------------- ---------------
1995 1994 1995 1994
Revenues:
Rental revenue $ 3,973 $ 3,152 $ 1,316 $ 1,061
Interest and other - - - (15)
----- ----- ----- -----
Total revenues 3,973 3,152 1,316 1,046
----- ----- ----- -----
Expenses:
Operating (including $732 and
$647 paid to affiliates in the
nine months ended September 30,
1995 and 1994, respectively) 2,152 1,722 695 560
General and administrative
(including $194 and $163 paid to
affiliates in the nine months
ended September 30, 1995 and 1994,
respectively) 287 265 94 75
Depreciation and amortization 774 543 284 197
Interest 300 - 111 (14)
Other (including $40 paid to
affiliates in the nine months
ended September 30, 1995) 86 - - -
----- ----- ----- ----
Total expenses 3,599 2,530 1,184 826
----- ----- ----- -----
Other:
Gain on restructure - 8 - 8
----- ----- ----- -----
Net income $ 374 $ 630 $ 132 $ 236
===== ===== ===== =====
Net income per limited
partnership unit $ 3.11 $ 5.25 $ 1.10 $ 1.96
===== ===== ===== =====
Distributions per
limited partnership unit:
From net income $ 3.11 $ 5.00 $ 1.10 $ 1.88
Representing return of capital 2.51 - .78 -
----- ----- ----- -----
Total distributions per
limited partnership unit: $ 5.62 $ 5.00 $ 1.88 $ 1.88
===== ===== ===== =====
See accompanying notes to consolidated financial statements.
Page 3 of 16
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Partners' Equity (Deficit)
(in thousands)
For the nine months ended September 30, 1995 and 1994
(Unaudited)
Total
General Limited Partners'
Partner Partners Equity
--------- --------- --------
Balance at December 31, 1993 $ (56) $ 19,874 $ 19,818
Distributions (6) (595) (601)
Net income 6 624 630
-------- -------- --------
Balance at September 30, 1994 $ (56) $ 19,903 $ 19,847
======== ======== ========
Balance at December 31, 1994 $ (55) $ 19,908 $ 19,853
Distributions (6) (669) (675)
Net income 4 370 374
-------- -------- --------
Balance at September 30, 1995 (57) 19,609 19,552
======== ======== ========
See accompanying notes to consolidated financial statements.
Page 4 of 16
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
Nine months ended
September 30,
--------------------
1995 1994
----- -----
Cash flows provided by operating activities:
Net income $ 374 $ 630
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 774 543
Other expenses 86 (8)
Changes in certain assets and liabilities:
Accounts receivable (39) (3)
Prepaid expenses and other assets (685) (294)
Accounts payable 130 -
Accrued expenses 256
-------- --------
Total adjustments 522 344
-------- --------
Net cash provided by operating activities 896 974
-------- --------
Cash flows used for investing activities:
Acquisitions of and additions to real estate (507) (234)
-------- --------
Net cash used for investing activities (507) (234)
-------- --------
Cash flows used for financing activities:
Distributions paid to partners (675) (601)
Note payable principal payments (3,908) -
Proceeds from refinancing 4,000 -
Distribution from acquired property 20 -
-------- --------
Net cash used for financing activities (563) (601)
-------- --------
Net increase (decrease) in cash and cash
equivalents (174) 130
Cash and cash equivalents at beginning
of period 382 271
-------- --------
Cash and cash equivalents at end
of period $ 208 $ 401
======== ========
Supplemental disclosure of cash flow
information:
Cash paid for interest $ 264 $ -
======== ========
-continued-
See accompanying notes to consolidated financial statements.
Page 5 of 16
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
Nine months ended
September 30,
--------------------
1995 1994
----- -----
Supplemental disclosure of non cash
investing and financing activities:
Acquisition of real estate through
foreclosure and assumption of
first trust deed note payable $ 3,908 $ -
======== ========
See accompanying notes to consolidated financial statements.
Page 6 of 16
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
September 30, 1995
(Unaudited)
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
-----------------------------------------------------
POLICIES
--------
In the opinion of Glenborough Realty Corporation, the managing
General Partner, the accompanying unaudited financial statements
contain all adjustments (consisting of only normal accruals)
necessary to present fairly the financial position of Glenborough
Pension Investors, A California Limited Partnership (the
"Partnership") as of September 30, 1995 and December 31, 1994,
the related statements of operations for the nine and three
months ended September 30, 1995 and 1994, and the changes in
partners' equity and cash flows for the nine months ended
September 30, 1995 and 1994.
Note 2. REFERENCE TO 1994 AUDITED FINANCIAL STATEMENTS
----------------------------------------------
These unaudited financial statements should be read in
conjunction with the Notes to Consolidated Financial Statements
included in the 1994 audited financial statements.
Note 3. TRANSACTIONS WITH AFFILIATES
----------------------------
In accordance with the limited partnership agreement, the
Partnership paid the General Partner and its affiliates
compensation for services provided to the Partnership.
Glenborough Corporation and Glenborough Hotel Group
("Glenborough"), affiliates of Glenborough Realty Corporation,
have been compensated for property management services. Included
in operating expenses for the nine months ended September 30,
1995 and 1994 are the following amounts paid to Glenborough:
September 30, September 30,
1995 1994
-------- --------
Property management fees $ 130,000 $ 78,000
Property salaries (reimbursed) 87,000 35,200
Hotel management fees 66,000 59,500
Hotel salaries (reimbursed) 369,000 335,400
Property administrative services 80,000 139,200
The Partnership also pays Glenborough for direct expenses plus a
fee of 1% of assets for asset management services, general and
administrative costs and services provided to the Partnership
such as accounting, investor services, duplicating, office
supplies, and other administrative services. The Partnership
also pays Glenborough Corporation for legal costs. Glenborough
was paid $194,000 and $163,000 by the partnership for these
expensesintheninemonthsendedSeptember30,1995and1994,respectively.
Page 7 of 16
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
September 30, 1995
(Unaudited)
In accordance with the partnership agreement, the General Partner
is entitled to a 1.00% refinancing fee. The Partnership paid
Glenborough Realty Corporation $40,000 in association with the
refinance of the Summerbreeze loan as discussed in Note 4. This
amount is included on the Partnership's 1995 statement of
operations as a portion of "other expenses".
Note 4. PROPERTY ACQUISITION
--------------------
On January 12, 1995, the Partnership acquired a property,
Summerbreeze Apartments (the "Property") (formerly owned by
Glenfed Summerbreeze Investors, Ltd., a California Limited
Partnership ("Summerbreeze Investors") by a deed-in-lieu of
foreclosure. Prior to January 12, 1995, the Partnership held a
note secured by a second deed of trust on the Property and an
unsecured note with unpaid balances of principal and accrued
interest as of September 30, 1993 aggregating approximately
$1,159,000. Prior to the acquisition, no accounting recognition
had been given to the second trust deed loan secured by the
Summerbreeze property and held by the Partnership. No
consideration was given by the Partnership to obtain the loan,
therefore the Partnership had no basis as measured by Generally
Accepted Accounting Principals. The Property was also encumbered
by a first deed of trust. Because the amount of the Summerbreeze
Investors partnership's total debt was approximately equal to the
value of its assets, the partnership had little or no net worth.
Since the limited partners of Summerbreeze Investors elected not
to contribute any capital to pay for new financing, they agreed
to give a deed-in-lieu of foreclosure to the Partnership in
exchange for $150,000. The Partnership recorded the property
basis at the balance of the first trust deed note plus the
$150,000 paid in cash.
The Partnership immediately began seeking new financing for the
Property while continuing to make payments on the first deed of
trust which matured on September 1, 1994 and was now in default.
The Partnership was informed by the first deed of trust lender
(Calfed Bank) that they were attempting to reduce their
commercial loan portfolio in accordance with federal regulations,
and that they therefore would not extend the loan and in fact had
scheduled a foreclosure sale to occur on March 29, 1995. The
General Partner had previously obtained a "term sheet" from a San
Francisco bank to provide the necessary financing to retire the
Calfed loan. However, on March 24, 1995, the San Francisco bank
advised the General Partner that an additional two weeks of time
was needed to close the loan, and there was no assurance of
closing. Given the foreclosure date of March 29, this approach
Page 8 of 16
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
September 30, 1995
(Unaudited)
clearly was no longer viable, and the Partnership was facing the
possible loss of the property.
On March 28, 1995, the Partnership obtained short-term financing
from two sources to payoff Calfed. GPA West, a subsidiary of a
partnership whose general partner is also Glenborough Realty
Corporation, loaned the Partnership $1,908,000, secured by a
first deed of trust on the Property. In addition, the
Partnership obtained a short-term $2,000,000 bank loan,
guaranteed personally by Robert Batinovich and Glenborough Realty
Corporation, and secured by a second deed of trust on the
Property and a collateral assignment of the Partnership's
mortgage on Park Center. On May 18, 1995, the debt was totally
refinanced with a $4,000,000 first mortgage loan from Wells Fargo
Bank, which is additionally secured by a mortgage on the Park 100
buildings. This loan matures on May 15, 1996, and bears interest
at prime plus 2.00%. The Partnership paid an initial loan fee of
1.00% and will pay an additional 1.00% fee if the loan has not
been paid off by November 17, 1995.
During negotiations with Calfed, $46,000 in costs were incurred
by Calfed and the Partnership in association with the potential
foreclosure proceedings, which the Partnership agreed to incur.
These costs are categorized as other expense, along with the
1.00% refinancing fee in the amount of $40,000 paid to
Glenborough and discussed in Note 3, on the Partnership's 1995
statement of operations.
The acquisition of this property affects the comparability of
operating results between 1995 and prior periods.
Note 5. OTHER INFORMATION
-----------------
The Partnership has been named in a Registration Statement
proposing a consolidation by merger of several entities, which
has been filed with the Securities and Exchange Commission. In
that regard, as of September 30, 1995, the Partnership has
advanced $645,300 and accrued $188,000 (the aggregate of which is
included in prepaid expenses and other assets) toward its pro
rata share of the transaction costs associated with the
consolidation. In the event the proposal is not approved by the
Partnership's limited partners, and the consolidation goes
forward with any of the other entities, the amounts advanced will
be fully reimbursed by an affiliate of the general partners of
the Partnership. If the Consolidation, itself, does not go
forward with any of the other entities, the Partnership will bear
a proportion of the transaction costs based upon the number of
limited partners who voted for approval of the transaction as
Page 9 of 16
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
September 30, 1995
(Unaudited)
compared to those who dissented or abstained. The solicitation
materials (incorporated by reference to Form S-4, Registration
Statement #33-83506 for Glenborough Realty Trust Incorporated),
were mailed to the investors on
October 29, 1995. The solicitation period will expire in
December 1995.
Note 6. LEGAL PROCEEDINGS
-----------------
In June of 1995, a class action lawsuit was filed on behalf of
all limited partners of the Partnership. The lawsuit related to
a 1994 vote by the limited partners of the Partnership (which was
then called Outlook Pension Investors, or "OPI") to approve a
restructuring of mortgage loans previously made by the
Partnership to a private partnership, called AFP Partners. The
principals of AFP Partners were the four original principals of
August Financial Corporation (John R. Provine, Luke V. McCarthy,
Carl Sigalos and D. A. Heil) (the "August Defendants") and a
subsidiary of Glenfed Bank ("Glenfed"). The August Defendants
and Glenfed also controlled API Partners, which was then the
general partner of the Partnership. The lawsuit made a number of
claims against the August Defendants and/or Glenfed, including a
claim that the proposed debt restructure constituted a breach of
fiduciary duty by the August Defendants and Glenfed. The lawsuit
also asserted that the disclosure materials were false and
misleading, either as a result of fraud or negligent
misrepresentation.
The proposal by which the debt restructure was approved also
included the substitution of Glenborough Realty Corporation
("GRC") and Robert Batinovich as the Partnership's new general
partners. Although there was no allegation that GRC received any
benefit from the debt restructure, the lawsuit alleged that GRC
and Robert Batinovich (i) aided and abetted the alleged breach of
fiduciary duty by the August Defendants and Glenfed, and (ii)
aided and abetted, or participated with, the August Defendants
and Glenfed in making misrepresentations and material omissions,
either as a result of negligent misrepresentation or as part of a
conspiracy to defraud. The firm of Houlihan, Lokey, Howard &
Zukin, Inc., which rendered a fairness opinion in connection with
the debt restructure, was also named as a defendant in connection
with the alleged misrepresentations and omissions. Plaintiffs
seek unspecified damages to be proved at trial, prejudgment
interest and punitive damages against all defendants.
Robert Batinovich and GRC take no position with respect to the
possible merits of the claims asserted against Glenfed, Houlihan,
Lokey and the August Defendants. However, the asserted factual
Page 10 of 16
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Consolidated Financial Statements
September 30, 1995
(Unaudited)
and legal bases for the claims against these other defendants
are, in the opinion of GRC and Robert Batinovich, completely
inapplicable to them. The lawsuit makes no allegation that
either GRC or Robert Batinovich participated in the organization
of the Partnership, were partners of the Partnership at its
formation or at any time prior to the vote, breached any
fiduciary duties or received any benefit in connection with the
debt restructure. Moreover, independent legal counsel for the
limited partners and an independent fairness opinion were
obtained with respect to the restructuring. For these and other
reasons, GRC and Robert Batinovich believe that the claims
against them are completely without merit. All but one of the
defendants in the action filed "demurrers" (a demurrer is a
challenge to the sufficiency of the complaint as a matter of
law). The court held a hearing on these demurrers on November 7.
At the hearing, the demurrers were sustained (approved) with
respect to all causes of action asserted against the Partnership,
Robert Batinovich, Glenborough Realty Corporation, and AFP
Partners, and plaintiff's request for punitive damages was
stricken from the complaint. This dismissal was without
prejudice to the right of the plaintiff to amend its complaint,
and plaintiff expected to do so. With respect to Glendale
Federal Bank, API Partners, August Advisors, Inc. John Provine,
Luke McCarthy and other defendants the demurrers to certain
causes of action (including all punitive damages claims) were
sustained, and others were overruled (denied).
In the opinion of the General Partners, the resolution of the
pending legal proceeding is not expected to have a material
adverse effect on the Partnership.
Note 7. NEW ACCOUNTING PRONOUNCEMENT
----------------------------
In March 1995, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standard (SFAS) No. 121,
"Accounting for Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of". This statement requires that
long-lived assets be reported at the lower of carrying amount or
fair value. The Partnership plans to adopt SFAS No. 121 in 1996
and believes that the adoption will not have a material impact
upon its financial statements.
Page 11 of 16
Item 2. Managements Discussion and Analysis of Financial
Conditions and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
The Partnership maintains nominal cash reserves and distributes
the net cash flow from operations to the partners. Distributions
to the Limited Partners were paid at an annual rate of 2.5% for
the nine months ended September 30, 1994. After reviewing the
effects of the implementation of the workout between the
Partnership and the Borrower, management increased the
distribution rate to 3% effective for the distribution paid
August 31, 1994. Distributions continue at that rate to date.
The distributions paid in the nine months ended September 30,
1994 were provided by net income. Of the distributions paid in
1995, $301,000 were distributed in excess of net income and
therefore represented a return of capital.
As discussed in Note 4 of the Notes to Consolidated Financial
Statements, the Partnership acquired the Summerbreeze property by
a deed-in-lieu of foreclosure on January 12, 1995 which primarily
accounts for the increase in net real estate investments from
December 31, 1994 to September 30, 1995 and effects the
comparability of operating results between 1995 and prior
periods. The cost basis of the property when title transferred
to the Partnership was the equivalent of the note payable secured
by a first deed of trust and $150,000 that the Partnership paid
for a deed-in-lieu of foreclosure. Prior to the acquisition, no
accounting recognition had been given to the second trust deed
loan secured by the Summerbreeze property and held by the
Partnership. No consideration was given by the Partnership to
obtain the loan, therefore the Partnership had no basis as
measured by Generally Accepted Accounting Principals.
Accounts receivable increased approximately $39,000 from December
31, 1994 to September 30, 1995 (but was down $27,000 from the
June 30, 1995 balance) due to an increase in accounts receivable
at the Country Suites - DFW property. Payments continue to be
received and all accounts receivable are expected to be
collected.
Prepaid expenses and other assets increased approximately
$473,000 from December 31, 1994 to September 30, 1995 primarily
due to advances made by the Partnership toward transaction costs
associated with the proposed consolidation by merger, as
discussed in Note 5 of the Consolidated Notes to Financial
Statements. The accrual of a portion of such costs accounts for
the majority of the increase in accrued expenses of $256,000
between December 31, 1994 and September 30, 1995.
The increase of approximately $130,000 in accounts payable
between December 31, 1994 and September 30, 1995 is only due to
timing of the billpaying cycle. All accounts payable are
current.
Page 12 of 16
The note payable in the amount of $4,000,000 at September 30,
1995 represents the refinanced first trust deed note secured by
the Summerbreeze property that the Partnership acquired on
January 12, 1995 (as discussed in Note 4 of the Notes to
Consolidated Financial Statements.)
RESULTS OF OPERATIONS
Rental revenue increased $821,000 in the nine months ended
September 30, 1995 compared to the same period in 1994 primarily
due to the acquisition of the Summerbreeze property on January
12, 1995, which accounted for $590,000 of the increase. The
remaining $231,000 increase in rental revenue was primarily due
to the improved operations at Park 100, Buildings 42 and 46 (as a
result of increased occupancy and rental rates) and Country
Suites - DFW (as a result of a higher average daily room rate).
Following is a comparison of occupancy (and average daily room
rate for the hotel) of the individual properties:
Occupancy Level
Percentage
------------------
September 30, September 30,
1995 1994
--------- ---------
Park Center 95% 95%
Park 100, Building 42 100% 89%
Park 100, Building 46 100% 100%
Sea Tac 100% 100%
Eagan Mini-Storage 95% 97%
New Hope Mini-Storage 94% 98%
Summerbreeze Apartments 93% -
Atlanta Auto Care Centers:
College Park 100% 100%
Marietta 90% 100%
Norcross 100% 100%
Roswell 100% 76%
Smyrna 100% 100%
Snellville 75% 100%
Country Suites - DFW 78% 79%
Average Daily Room Rate $65.51 $57.53
Operating expenses increased $430,000 in 1995 over 1994, of which
$343,000 related to the Summerbreeze property. The remaining
$87,000 increase was primarily due to an increase in expenses at
the Sea Tac property relating to environmental surveys and
remediation in the amount of $50,000.
Depreciation and amortization expense increased by approximately
$231,000 primarily due to the acquisition of the Summerbreeze
property on January 12, 1995.
Page 13 of 16
Interest expense in the amount of $300,000 in the nine months
ended September 30, 1995 is the interest relating to the first
deed of trust on the Summerbreeze property (see Note 4 of the
Notes to Consolidated Financial Statements).
General and administrative expenses increased $23,000 between the
nine months ended September 30, 1994 and 1995 due to the overhead
costs associated with the additional property (Summerbreeze) held
in 1995.
Other expenses in the amount of $86,000 for the nine months ended
September 30, 1995 were costs incurred by the Partnership and the
original lender on the Summerbreeze property relating to the
potential foreclosure proceedings before the note payable was
refinanced and the 1.00% refinance fee (as discussed in Note 3 of
the Notes to Consolidated Financial Statements). The Partnership
agreed to assume these costs and recognized them on the 1995
statement of operations.
Page 14 of 16
PART II.
Item 1. Legal Proceedings
The response to this item is incorporated by reference
to Note 6 of the Notes to Financial Statements contained
in Part I, Item 1.
Item 5. Other Information
The response to this item is incorporated by reference
to Note 5 of the Notes to Financial Statements
contained in Part I, Item 1.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
Page 15 of 16
SIGNATURES
Pursuant to the requirements 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.
GLENBOROUGH PENSION INVESTORS,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Realty Corporation,
a California corporation
the Managing General Partner
Date: November , 1995 By: /s/ Andrew Batinovich
----------------------------
Andrew Batinovich
Executive Vice President,
Chief Financial Officer
and Director
Page 16 of 16
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<NAME> GLENBOROUGH PENSION INVESTORS
<MULTIPLIER> 1000
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0
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<OTHER-SE> 19552
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