Table of Contents




UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.  20549
 
 FORM
10-K
 
 FOR
ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF
THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 [X]ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
fiscal year ended December 31, 2008
 
 OR
 
 [   ]     TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 Commission
File Number 001-12482
 
 GLIMCHER
REALTY TRUST
 (Exact
name of registrant as specified in its charter)
  Maryland
                  31-1390518(State
      or other jurisdiction of
                  (I.R.S.
      Employerincorporation
      or organization)
                  Identification
      No.)180
      East Broad Street
                  43215Columbus,
      Ohio
                  (Zip
      Code)
  Registrant’s
telephone number, including area code: (614) 621-9000
 
 Securities
registered pursuant to Section 12(b) of the Act:
  Title
      of each class
                  Name
      of each exchange on which registeredCommon
      Shares of Beneficial Interest, par value $0.01 per share
                  New
      York Stock Exchange8
      3⁄4% Series F Cumulative Redeemable Preferred Shares of
      Beneficial
                  New
      York Stock ExchangeInterest,
      par value $0.01 per share81⁄8% Series G Cumulative
      Redeemable Preferred Shares of Beneficial
                  New
      York Stock ExchangeInterest,
      par value $0.01 per share
  
  Securities
registered pursuant to Section 12(g) of the Act:  None
 
 Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes [_]  No
[X]
 
 Indicated
by check mark if the Registrant is not required to file reports pursuant to
Section 12 or Section 15(d) of the Securities Exchange Act of
1934.  Yes
[_]  No [X]
 
 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 [_].
 
 Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
One):Large
accelerated filer  [_] Accelerated filer
[X]   Non-accelerated filer [_](Do not check if a smaller
reporting company)Smaller
reporting company [_]
 
 Indicate
by check mark whether the Registrant is a shell company  (as defined
in Rule 12b-2 of the Exchange Act).  Yes  [_]  No
[X]
 
 As of
February 23, 2009, there were 37,827,272 Common Shares of Beneficial Interest
outstanding, par value $0.01 per share.
 
 The
aggregate market value of the voting stock held by non-affiliates of the
Registrant, based on the closing price of the Registrant’s Common Shares of
Beneficial Interest as quoted on the New York Stock Exchange on June 30, 2008,
was $405,760,380.
 
 Documents
Incorporated By Reference
 
 Portions
of the Glimcher Realty Trust Proxy Statement to be filed with the Securities and
Exchange Commission within 120 days after the end of the year covered by this
Form 10-K with respect to the Annual Meeting of Shareholders to be held on May
7, 2009 are incorporated by reference into Part III of this
Report.
 1
 
 TABLEOF CONTENTS
  Item No.
                                          
                                          Form
      10-KReport PagePART
      I1.
                                          Business
                                          31A.
                                          Risk Factors
                                          61B.
                                          Unresolved Staff Comments
                                          142.
                                          Properties
                                          143.
                                          Legal Proceedings
                                          214.
                                          Submission of Matters to a Vote of Security
      Holders
                                          22PART
      II5.
                                          Market
      for Registrant’s Common Equity, Related Shareholder Matters and IssuerPurchases of Equity Securities
                                          226.
                                          Selected Financial Data
                                          237.
                                          Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                                          247A.
                                          Quantitative and Qualitative Disclosures About Market
      Risk
                                          478.
                                          Financial Statements and Supplementary
    Data
                                          479.
                                          Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure
                                          479A.
                                          Controls and Procedures
                                          479B.
                                          Other Information
                                          50PART
      III10.
                                          Trustees, Executive Officers and Corporate
      Governance
                                          5011.
                                          Executive Compensation
                                          5012.
                                          Security
      Ownership of Certain Beneficial Owners and Management and Related
      ShareholderMatters
                                          5013.
                                          Certain Relationships and Related Transactions, and Trustee
      Independence
                                          5014.
                                          Principal Accountant Fees and Services
                                          51PART
      IV15.
                                          Exhibits and Financial Statement
    Schedules
                                          51Signatures
                                          59
 2
 Table of Contents
 PART
1.
 
 This Form
10-K, together with other statements and information publicly disseminated by
Glimcher Realty Trust (“GRT,” the “Company” or the “Registrant”), contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended.  Such statements are based on assumptions and
expectations which may not be realized and are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy and some of which
might not even be anticipated. Future events and actual results, financial and
otherwise, may differ from the results discussed in the forward-looking
statements.  Risks and other factors that might cause differences,
some of which could be material, include, but are not limited to: to changes in
political, economic or market conditions generally and the real estate and
capital markets specifically; impact of increased competition; availability of
capital and financing;  tenant or joint venture partner(s)
bankruptcies;  failure to increase mall store occupancy and same-mall
operating income;  rejection of leases by tenants in bankruptcy;
financing and development risks; construction and lease-up delay; cost overruns;
the level and volatility of interest rate; the rate of revenue increases as
compared to expense increases; the financial stability of tenants within the
retail industry; the failure of the Company to make additional investments in
regional mall properties and to redevelop properties; failure to complete
proposed or anticipated acquisitions; the failure to sell properties as
anticipated and to obtain estimated sale prices;  the failure to
upgrade our tenant mix; restrictions in current financing
arrangements;  the failure to fully recover tenant obligations for
common area maintenance (“CAM”); insurance, taxes and other property expense;
the impact of changes to tax legislation and, generally, our tax position; the
failure of the Company to qualify as a real estate investment trust (“REIT”);
the failure to refinance debt at favorable terms and conditions; an increase in
impairment charges with respect to other properties as well as impairment
charges with respect to properties for which there has been a prior impairment
charge; loss of key personnel; material changes in the Company’s dividend rates
on its securities or the ability to pay its dividend on its common shares or
other securities; possible restrictions on our ability to operate or dispose of
any partially-owned properties; failure to achieve earnings/funds from
operations targets or estimates; conflicts of interest with existing joint
venture partners; changes in generally accepted accounting principles or
interpretations thereof; terrorist activities and international hostilities,
which may adversely affect the general economy, domestic and global financial
and capital markets, specific industries and us; the unfavorable resolution of
legal proceedings; the impact of future acquisitions and divestitures;
significant costs related to environmental issues, bankruptcies of lending
institutions within the Company’s construction loans and corporate credit
facility as well as other risks listed from time to time in this news release
and in the Company’s other reports and statements filed with the Securities and
Exchange Commission (“SEC”).
 
 Item1.     Business
 
 (a)           General
Development of Business
 
 GRT,
Glimcher Properties Limited Partnership (the “Operating Partnership,” “OP” or
“GPLP”) and entities directly or indirectly owned or controlled by GRT, on a
consolidated basis, are hereinafter referred to as the “Company,” “we,” “us” or
“our.”
 
 GRT is a
fully-integrated, self-administered and self-managed Maryland real estate
investment trust (“REIT”) which was formed on September 1, 1993 to continue the
business of The Glimcher Company (“TGC”) and its affiliates, of owning, leasing,
acquiring, developing and operating a portfolio of retail properties consisting
of regional and super regional malls and community shopping
centers.  Enclosed regional and super regional malls in which we hold
an ownership position (including joint venture interests) are referred to as
“Malls” and community shopping centers in which we hold an ownership position
(including joint venture interests) are referred to as “Community
Centers.”  The Malls and Community Centers may from time to time be
individually referred to herein as a “Property” and collectively referred to
herein as the “Properties.”  On January 26, 1994, GRT consummated an
initial public offering (the “IPO”) of 18,198,000 of its common shares of
beneficial interest (the “Common Shares”) including 2,373,750 over allotment
option shares.  The net proceeds of the IPO were used by GRT primarily
to acquire (at the time of the IPO) an 86.2% interest in the Operating
Partnership, a Delaware limited partnership of which Glimcher Properties
Corporation (“GPC”), a Delaware corporation and a wholly owned subsidiary of
GRT, is sole general partner.  At December 31, 2008, GRT held a 92.2%
interest in the Operating Partnership.
 
 The
Company does not engage or pay a REIT advisor.  Management, leasing,
accounting, legal, design and construction supervision expertise is provided
through its own personnel, or, where appropriate, through outside
professionals.
 
 3
 Table of Contents
 (b)           Narrative
Description of Business
 
 General:   The
Company is a recognized leader in the ownership, management, acquisition and
development of regional and super-regional malls.  At December 31,
2008, the Properties consisted of 23 Malls (21 wholly-owned and 2 partially
owned through a joint venture) containing an aggregate of 20.9 million square
feet of gross leasable area (“GLA”) and 4 Community Centers (three wholly owned
and one partially owned through a joint venture) containing an aggregate of
769,000 square feet of GLA.
 
 For
purposes of computing occupancy statistics, anchors are defined as tenants whose
space is equal to or greater than 20,000 square feet of GLA. This definition is
consistent with the industry’s standard definition determined by the
International Council of Shopping Centers (“ICSC”).  All tenant spaces
less than 20,000 square feet and all outparcels are considered to be
non-anchor.  The Company computes occupancy on an economic basis,
which means only those spaces where the store is open and/or the tenant is
paying rent are considered occupied.  The Company includes GLA in its
occupancy statistics for certain anchors and outparcels that are owned by third
parties.  Mall anchors, which are owned by third parties and are open
and/or are obligated to pay the Company charges, are considered occupied when
reporting occupancy statistics.  Community Center anchors owned by
third parties are excluded from the Company’s GLA.  These differences
in treatment between Malls and Community Centers are consistent with industry
practice.  Outparcels at both Community Center and Mall Properties are
included in GLA if the Company owns the land or building.  The
outparcels where a third party owns the land and buildings, but contributes
nominal ancillary charges are excluded from GLA.
 
 As of
December 31, 2008, the occupancy rate for all of the Properties was 92.8% of
GLA.  The occupied GLA was leased at 83.0%, 9.6% and 7.4% to national,
regional and local retailers, respectively.  The Company’s focus is to
maintain high occupancy rates for the Properties by capitalizing on management’s
long-standing relationships with national and regional tenants and its extensive
experience in marketing to local retailers.
 
 As of
December 31, 2008, the Properties had annualized minimum rents of $216.7
million.  Approximately 77.3%, 8.2% and 14.5% of the annualized
minimum rents of the Properties as of December 31, 2008 were derived from
national, regional and local retailers, respectively.  No single
tenant represents more than 3.2% of the aggregate annualized minimum rents of
the Properties as of December 31, 2008.
 
 Malls:   The
Malls provide a broad range of shopping alternatives to serve the needs of
customers in all market segments.  Each Mall is anchored by multiple
department stores such as Belk’s, The Bon-Ton, Boscov’s, Dillard’s,
Elder-Beerman, JCPenney, Kohl’s, Macy’s, Nordstrom, Saks, Sears, and Von
Maur.  Mall stores, most of which are national retailers, include
Abercrombie & Fitch, American Eagle Outfitters, Banana Republic,
Barnes & Noble, Bath & Body Works, Finish Line, Foot Locker,
Gap, Hallmark, Kay Jewelers, The Limited, Express, New York & Company,
Old Navy, Pacific Sunwear, Radio Shack, Victoria’s Secret, and Zales
Jewelers.  To provide a complete shopping, dining and entertainment
experience, the Malls generally have at least one theme restaurant, a food court
which offers a variety of fast food alternatives, and, in certain Malls,
multiple screen movie theaters and other entertainment activities. The largest
operating Mall has 1.5 million square feet of GLA and approximately 174 stores,
while the smallest has 384,000 square feet of GLA and approximately 63 stores.
The Malls also have additional restaurants and retail businesses, such as P.F.
Chang’s, The Palm, Pier One and Red Lobster, located along the perimeter of
the parking areas.
 
 As of
December 31, 2008, the Malls accounted for 96.5% of the total GLA, 96.4% of the
aggregate annualized minimum rents of the Properties and had an overall
occupancy rate of 93.0%.
 
 Community
Centers:   The Company’s Community Centers are designed to
attract local and regional area customers and are typically anchored by a
combination of discount department stores or supermarkets which attract shoppers
to each center’s smaller shops.  The tenants at the Company’s
Community Centers typically offer day-to-day necessities and value-oriented
merchandise.  Community Center anchors include nationally recognized
retailers such as Best Buy, Old Navy and Target, and supermarkets such as
Kroger.  Many of the Community Centers have retail businesses or
restaurants located along the perimeter of the parking areas.
 
 As of
December 31, 2008, Community Centers accounted for 3.5% of the total GLA, 3.6%
of the aggregate annualized minimum rents of the Properties and had an overall
occupancy rate of 89.1%.
 
 4
 Table of Contents
 Growth Strategies and
Operating Policies:   Management of the Company believes
per share growth in both net income and funds from operations (“FFO”) are
important factors in enhancing shareholder value.  The Company
believes that the presentation of FFO provides useful information to investors
and a relevant basis for comparison among REITs.  Specifically, the
Company believes that FFO is a supplemental measure of the Company’s operating
performance as it is a recognized standard in the real estate industry, in
particular, REITs.  The National Association of Real Estate Investment
Trusts (“NAREIT”) defines FFO as net income (loss) available to common
shareholders (computed in accordance with Generally Accepted Accounting
Principles (“GAAP”)), excluding gains or losses from sales of depreciable
property, plus real estate related depreciation and amortization and after
adjustments for unconsolidated partnerships and joint ventures.  FFO
does include impairment losses for properties held-for-use and
held-for-sale.  The Company’s FFO may not be directly comparable to
similarly titled measures reported by other REITs.  FFO does not
represent cash flow from operating activities in accordance with GAAP and should
not be considered as an alternative to net income (determined in accordance with
GAAP) as an indication of the Company’s financial performance or to cash flow
from operating activities (determined in accordance with GAAP) as a measure of
the Company’s liquidity, nor is it indicative of funds available to fund the
Company’s cash needs, including its ability to make cash
distributions.  A reconciliation of FFO to net income available to
common shareholders is provided in Item 7 of this Form 10-K.
 
 GRT
intends to operate in a manner consistent with the requirements of the Internal
Revenue Code of 1986, as amended (the “Code”), applicable to REITs and related
regulations with respect to the composition of the Company’s portfolio and the
derivation of income unless, because of circumstances or changes in the Code (or
any related regulation), the GRT Board of Trustees determines that it is no
longer in the best interests of GRT to qualify as a REIT.
 
 The
Company’s growth strategy is to upgrade the quality of our portfolio of
assets.  We focus on selective acquisitions, redevelopment of our core
Mall assets, the disposition of non-strategic assets, and ground-up development
in markets with high growth potential.  Our development and
acquisition strategy is focused on dominant anchored retail properties within
the top 100 metropolitan markets by population that have near-term upside
potential or offer advantageous opportunities for the Company.
 
 The
Company acquires and develops its Properties as long-term
investments.  Therefore, its focus is to provide for regular
maintenance of its Properties and to conduct periodic renovations and
refurbishments to preserve and increase Property values while also increasing
the retail sales prospects of its tenants.  The projects usually
include renovating existing facades, installing uniform signage, updating
interior decor, replacement of roofs and skylights, resurfacing parking lots and
increasing parking lot lighting.  To meet the needs of existing or new
tenants and changing consumer demands, the Company also reconfigures and expands
its Properties, including utilizing land available for expansion and development
of outparcels or the addition of new anchors.  In addition, the
Company works closely with its tenants to renovate their stores and enhance
their merchandising capabilities.
 
 Financing
Strategies:   At December 31, 2008, the Company had a
total-debt-to-total-market-capitalization ratio of 83.6% based upon the closing
price of the Common Shares on the New York Stock Exchange.  A sharp
reduction in our Common Share price has resulted in a ratio above our targeted
range of 50 - 60%. With the volatility in our common share price during 2008,
similar to that of other REITs, we also look at other metrics to assess overall
leverage levels.  We expect to use the proceeds from future asset
sales to reduce debt and, to the extent debt levels remain in an acceptable
range, to fund expansion, renovation and redevelopment of existing
Properties.  The Company expects that it may, from time to time,
re-evaluate its policy with respect to its ratio of total-debt-to-total-market
capitalization in light of then current economic conditions; relative costs of
debt and equity capital; market values of its Properties; acquisition,
development and expansion opportunities; and other factors, including meeting
the taxable income distribution requirement for REITs under the Code in the
event the Company has taxable income without receipt of cash sufficient to
enable the Company to meet such distribution requirements.  The
Company’s preference is to obtain fixed rate, long-term debt for its
Properties.  At December 31, 2008, 86.6% of total Company debt was
fixed rate.  Shorter term and variable rate debt typically is employed
for Properties anticipated to be expanded or redeveloped.
 
 Competition:   All
of the Properties are located in areas that have shopping centers and/or malls
and other retail facilities.  Generally, there are other retail
properties within a five-mile radius of a Property.  The amount of
rentable retail space in the vicinity of the Company’s Properties could have a
material adverse effect on the amount of rent charged by the Company and on the
Company’s ability to rent vacant space and/or renew leases of such
Properties.  There are numerous commercial developers, real estate
companies and major retailers that compete with the Company in seeking land for
development, properties for acquisition and tenants for properties, some of
which may have greater financial resources than the Company and more operating
or development experience than that of the Company.  There are
numerous shopping facilities that compete with the Company’s Properties in
attracting retailers to lease space.  In addition, retailers at the
Properties may face increasing competition from e-commerce, outlet malls,
discount shopping clubs, catalog companies, direct mail, telemarketing and home
shopping networks.
 
 5
 Table of Contents
 Employees:   At
December 31, 2008, the Company had an aggregate of 1,054 employees, of which 485
were part-time.
 
 Seasonality:   The
shopping center industry is seasonal in nature, particularly in the fourth
quarter during the holiday season when retailer occupancy and retail sales are
typically at their highest levels.  In addition, shopping malls
achieve a substantial portion of their specialty (temporary retailer) rents
during the holiday season.
 
 Tax
Status:   GRT believes it has been organized and operated
in a manner that qualifies for taxation as a REIT and intends to continue to be
taxed as a REIT under Sections 856 through 860 of the Code.  As such,
GRT generally will not be subject to federal income tax to the extent it
distributes at least 90.0% of its REIT ordinary taxable income to its
shareholders.  Additionally, the Company must satisfy certain
requirements regarding its organization, ownership and certain other conditions,
such as a requirement that its shares be transferable.  Moreover, the
Company must meet certain tests regarding its income and assets.  At
least 75.0% of the Company’s gross income must be derived from passive income
closely connected with real estate activities.  In addition, 95.0% of
the Company’s gross income must be derived from these same sources, plus
dividends, interest and certain capital gains. To meet the asset test, at the
close of each quarter of the taxable year, at least 75.0% of the value of the
total assets must be represented by real estate assets, cash and cash equivalent
items (including receivables), and government
securities.  Additionally, to qualify as a REIT, there are several
rules limiting the amount and type of securities that GRT can own, including the
requirement that not more than 25.0% of the value of its total assets can be
represented by securities.  If GRT fails to meet the requirements to
qualify for REIT status, the Company may cease to qualify as a REIT and may be
subject to certain penalty taxes.   If the Company fails to
qualify as a REIT in any taxable year, the Company will be subject to federal
income tax (including any applicable alternative minimum tax) on its taxable
income at regular corporate rates.  As a qualified REIT, the Company
is subject to certain state and local taxes on its income and property and to
federal income and excise taxes on its undistributed income.
 
 (c)           Available
information
 
 GRT files
this Form 10-K and other periodic reports and statements electronically with the
SEC.  The SEC maintains an Internet site that contains reports,
statements and proxy and information statements, and other information provided
by issuers at http://www.sec.gov.
GRT’s reports, including amendments, are also available free of charge on its
website, www.glimcher.com, as
soon as reasonably practicable after such reports are filed with the
SEC.  Information on this website is not considered part of this
filing.  GRT’s Corporate Governance Guidelines, Code of Business
Conduct and Ethics, Code of Ethics for Senior Financial Officers, Audit
Committee Charter, Amended and Restated Executive Compensation Committee
Charter, and Amended and Restated Nominating and Corporate Governance Committee
Charter are available on the Company’s website and copies of each are available
in print to any shareholder who requests them.
 
 Item1A.     Risk Factors
 
 A number
of factors affect our business and the results of our operations, many of which
are beyond our control.  The following is a description of the most
significant factors that might cause the actual results of operations in future
periods to differ materially from those currently expected or
desired.
 
 We
are subject to risks inherent in owning real estate investments.
 
 Real
property investments are subject to varying degrees of risk.  Our
ability to make dividend distributions, as well as the amount or timing of any
distribution, may be adversely affected by the economic climate, business
conditions and certain local conditions including:
  ●
              oversupply
      of space or reduced demand for rental space and newly developed
      properties;
  ●
              the
      attractiveness of our properties compared to other retail
      space;
  ●
              our
      ability to provide adequate maintenance to our properties;
    and
  ●
              fluctuations
      in real estate taxes, insurance and other operating
  costs.
  6
 Table of Contents
 Applicable
laws, including tax laws, interest rate levels and the availability of
financing, may adversely affect our income and real estate values.  In
addition, real estate investments are relatively illiquid and, therefore, our
ability to sell our properties quickly may be limited.  We cannot be
sure that we will be able to lease space as tenants move out or as to the rents
we may be able to charge new tenants entering such space.
 
 Some
of our potential losses may not be covered by insurance.
 
 We
maintain broad property and loss of income insurance on our consolidated real
estate assets as well as those held in joint ventures in which we have an
investment interest.  In addition to third-party liability, property,
earthquake and flood insurance, we also carry insurance for windstorm risks on
our properties located in Florida. Even insured losses could result in a serious
disruption to our business and reduce or delay our receipt of
revenue.  Additionally, hurricane and storm damage in the state of
Florida could exceed our windstorm coverage for our properties in that state or
cause the Company to incur a large deductible.  Lastly, there are some
types of losses, including lease and other contract claims, that generally are
not insured.  If an uninsured loss or a loss in excess of insured
limits occurs, we could lose all or a portion of the capital we have invested in
a property or properties, as well as the anticipated future revenue from the
asset(s). If this happens, we may still remain obligated for any mortgage debt
or other financial obligations related to the asset(s).
 
 Our
property insurance policies include coverage for acts of terrorism by foreign or
domestic agents.  The United States government provides reinsurance
coverage to insurance companies following a declared terrorism event under the
Terrorism Risk Insurance Program Reauthorization Act (the “Act”) which extended
the effectiveness of the Terrorism Risk Insurance Extension Act of
2005.  The Act is designed to cover losses from declared terrorism
events that are equal to or exceed $100 million.  However, our
premiums for terrorism insurance could continue to rise despite the coverage of
the Act.  Moreover, certain criminal or terrorist-like acts that may
be committed against our properties or real estate assets may not constitute
terrorist acts under the Act or may cause losses that are less than the
triggering amount for coverage under the Act.  The United States
government could also terminate its reinsurance of these types of perils, thus
increasing the risk of uninsured exposure to the Company.
 
 We
rely on major tenants.
 
 At
December 31, 2008, our three largest tenants were Gap, Inc., Limited Brands,
Inc., and Sterling, Inc., representing 3.2%, 2.4% and 2.1% of our annualized
minimum rents, respectively.  No other tenant represented more than
2.0% of the aggregate annualized minimum rents of our properties as of such
date.  Our financial position and ability to make distributions may be
adversely affected by the bankruptcy, insolvency, or general downturn in the
business of any such tenant, or in the event any such tenant does not renew a
number of its leases as they expire.
 
 Bankruptcy
of our tenants or downturns in our tenants’ businesses may reduce our cash
flow.
 
 Since we
derive almost all of our income from rental payments and other tenant charges,
our cash available for distribution would be adversely affected if a significant
number of our tenants were unable to meet their obligations to us, or if we were
unable to lease vacant space in our properties on economically favorable
terms.  A tenant may seek the protection of the bankruptcy laws which
could result in the termination of its lease causing a reduction in our cash
available for distribution.  Furthermore, certain of our tenants,
including anchor tenants, hold the right under their lease(s) to terminate their
lease(s) or reduce their rental rate if certain occupancy conditions are not
met, if certain anchor tenants close, if certain sales levels or profit margins
are not achieved, or if an exclusive use provision is violated, which all could
be triggered in the event of one or more tenant bankruptcies.  A
significant increase in the number of tenant bankruptcies, particularly amongst
anchor tenants, may make it more difficult for us to lease the remainder of the
property or properties in which the bankrupt tenant operates and adversely
impact our ability to successfully execute our re-leasing strategy.
 
 Prolonged
instability or volatility in the U.S. economy may adversely impact consumer
spending and therefore our operating results.
 
 A
sustained downturn in the U.S. economy and reduced consumer spending could
impact our tenants’ ability to meet their lease obligations due to poor
operating results, lack of liquidity or other reasons and therefore decrease the
revenue generated by our properties or the value of our properties. Our ability
to lease space and negotiate and maintain favorable rents could also be
negatively impacted by a prolonged recession in the U.S.
economy.  Moreover, the demand for leasing space in our existing
shopping centers as well as our development properties could also significantly
decline during a significant downturn in the U.S. economy which could result in
a decline in our occupancy percentage and reduction in rental
revenues.
  7
 Table of Contents
 We
face significant competition that may decrease the occupancy and rental rates of
our properties.
 
 We
compete with many commercial developers, real estate companies and major
retailers.  Some of these entities develop or own malls,
value-oriented retail properties, and community shopping centers with whom we
compete for tenants.  We face competition for prime locations and for
tenants.  New regional malls or other retail shopping centers with
more convenient locations or better rents may attract tenants or cause them to
seek more favorable lease terms at or prior to renewal.  Retailers at
our properties may face increasing competition from other retailers, e-commerce,
outlet malls, discount shopping clubs, catalog companies, direct mail,
telemarketing and home shopping networks, all of which could affect their
ability to pay rent or desire to occupy one or more of our
properties.
 
 The
failure to fully recover cost reimbursements for CAM, taxes and insurance from
tenants could adversely affect our operating results.
 
 The
computation of cost reimbursements from tenants for CAM, insurance and real
estate taxes is complex and involves numerous judgments including interpretation
of terms and other tenant lease provisions. Most tenants make monthly fixed
payments of CAM, real estate taxes and other cost reimbursement
items.  After the end of the calendar year, we compute each tenant’s
final cost reimbursements and issue a bill or credit for the full amount, after
considering amounts paid by the tenants during the year.  The billed
amounts could be disputed by the tenant(s) or become the subject of a tenant
audit.   Final adjustments for the year ended December 31, 2008 have
not yet been determined.  At December 31, 2008, we had recorded in
accounts receivables $1.8 million of costs expected to be recovered from tenants
during the first six months of 2009.  There can be no assurance that
we will collect all or substantially all of this amount.
 
 The
results of operations for our properties depend on the economic conditions of
the regions of the United States in which they are located.
 
 Our
results of operations and distributions to you will generally be subject to
economic conditions in the regions in which our properties are
located.  For the year ended December 31, 2008, approximately 33% of
annualized minimum rents came from our properties located in Ohio.
 
 We
may be unable to successfully redevelop, develop or operate such
properties.
 
 As a
result of economic and other conditions and required government approvals,
development projects may not be pursued or may be completed later or with higher
costs than anticipated.  In the event of an unsuccessful development
project, our loss could exceed our investment in the
project.  Development activities involve significant risks,
including:
  ●
              the
      expenditure of funds on and devotion of time to projects which may not
      come to fruition;
  ●
              increased
      construction costs that may make the project economically
      unattractive;
  ●
              an
      inability to obtain construction financing and permanent financing on
      favorable terms; and
  ●
              occupancy
      rates and rents not sufficient to make a project
    profitable.
  We
could incur significant costs related to environmental issues.
 
 Under
some environmental laws, a current or previous owner or operator of real
property, and parties that generate or transport hazardous substances that are
disposed of on real property, may be liable for the costs of investigating and
remediating these substances on or under the property.  In connection
with the ownership or operation of our properties, we could be liable for such
costs, which could be substantial and even exceed the value of such property or
the value of our aggregate assets.  We could incur such costs or be
liable for such costs during a period after we dispose of or transfer a
property.  The failure to remediate toxic substances may adversely
affect our ability to sell or rent any of our properties or to borrow
funds.  In addition, environmental laws may require us to expend
substantial sums in order to use our properties or operate our
business.
 
 We have
established a contingency reserve for one environmental matter as noted in
Note 15 of our consolidated financial statements.
  8
 Table of Contents
 Our
assets may be subject to impairment charges that may materially affect our
financial results.
 
 We
evaluate our real estate assets and other assets for impairment indicators
whenever events or changes in circumstances indicate that recoverability of our
investment in the asset is not assured.  This evaluation is conducted
periodically, but no less frequently than quarterly.  Our
determination of whether a particular held-for-use asset is impaired is based
upon the undiscounted projected cash flows used for the impairment analysis and
our determination of the asset’s estimated fair value, that in turn are based
upon our plans for the respective asset and our views of market and economic
conditions.  With respect to assets held-for-sale, our determination
of whether such an asset is impaired is based upon market and economic
conditions.  If we determine that a significant impairment has
occurred, then we would be required to make an adjustment to the net carrying
value of the asset, which could have a material adverse effect on our results of
operations and funds from operations in the accounting period in which the
adjustment is made.  Furthermore, changes in estimated future cash
flows due to a change in our plans or views of market and economic conditions
could result in the recognition of additional impairment losses for already
impaired assets, which, under the applicable accounting guidance, could be
substantial.
 
 We
may incur significant costs of complying with the Americans with Disabilities
Act and similar laws.
 
 We may be
required to expend significant sums of money to comply with the Americans with
Disabilities Act of 1990, as amended (“ADA”), and other federal and local laws
in order for our properties to meet requirements related to access and use by
disabled persons.
 
 Our
failure to qualify as a REIT would have serious adverse
consequences.
 
 GRT
believes that it has qualified as a REIT under the Code since 1994, but cannot
be sure that it will remain so qualified.  Qualification as a REIT
involves the application of highly technical and complex Code provisions, and
the determination of various factual matters and circumstances not entirely
within GRT’s control that may impact GRT’s ability to qualify as a REIT under
the Code.  In addition, GRT cannot be sure that new laws, regulations
and judicial decisions will not significantly change the tax laws relating to
REITs, or the federal income tax consequences of REIT
qualification.
 
 If GRT
fails to qualify as a REIT, it will be subject to federal income tax (including
any applicable alternative minimum tax) on taxable income at regular corporate
income tax rates.  Additionally, unless entitled to relief under
certain statutory provisions, GRT will also be disqualified from electing to be
treated as a REIT for the four taxable years following the year during which the
qualification is lost, thereby reducing net earnings available for investment or
distribution to you because of the additional tax liability imposed for the year
or years involved.  Lastly, GRT would no longer be required by the
Code to make any dividend distributions as a condition to REIT
qualification.  To the extent that dividend distributions to you may
have been made in anticipation of qualifying as a REIT, we might be required to
borrow funds or to liquidate certain of our investments to pay the applicable
tax.
 
 Our
ownership interests in certain partnerships and other ventures are subject to
certain tax risks.
 
 Some of
our property interests and other investments are made or held through entities
in which we have an interest (the “Subsidiary Partnerships”).  The tax
risks of this type of ownership include possible challenge by the Internal
Revenue Service of allocations of income and expense items which could affect
the computation of our taxable income, a challenge to the status of any such
entities as partnerships (as opposed to associations taxable as corporations)
for federal income tax purposes, and the possibility of action being taken by
tax regulators or the entities themselves could adversely affect GRT’s
qualification as a REIT, for example, by requiring the sale of a
property.  We believe that the entities in which we have an interest
have been and will be treated for tax purposes as partnerships (and not treated
as associations taxable as corporations).  If our ownership interest
in any entity taxable as a corporation exceeded 10% (in terms of vote or value)
of such entity’s outstanding securities (unless such entity were a “taxable REIT
subsidiary,” or a “qualified REIT subsidiary,” as those terms are defined in the
Code) or the value of interest in any such entity exceeded 5% of the value of
our assets, then GRT would cease to qualify as a REIT; distributions from any of
these entities would be treated as dividends, to the extent of earnings and
profits, and we would not be able to deduct our share of losses, if any,
generated by such entity in computing our taxable income.
 
 9
 Table of Contents
 We
may not have access to other sources of funds necessary to meet our REIT
distribution requirements.
 
 In order
to qualify to be taxed as a REIT, we must make annual distributions to our
shareholders of at least 90% of our taxable income (determined by excluding any
net capital gain).  The amount available for distribution will be
affected by a number of factors, including the operation of our
properties.  We have sold a number of non-core assets and intend in
the future to sell additional selected non-core assets.  The loss of
rental income associated with our properties sold will in turn affect net income
and FFO.  In order to maintain REIT status, we may be required to make
distributions in excess of net income and FFO.  In such a case, it may
be necessary to arrange for short or long term borrowings, or to issue preferred
stock or other securities, to raise funds, which may not be
possible.
 
 Debt
financing could adversely affect our performance.
 
 As of
December 31, 2008, we had $1.7 billion of total indebtedness outstanding, of
which $497.9 million matures during 2009.  As of December 31, 2008, we
have borrowed $362.1 million from our $470.0 million unsecured credit facility,
which matures on December 13, 2009.  A number of our outstanding loans
will require lump sum or “balloon” payments for the outstanding principal
balance at maturity, and we may finance future investments that may be
structured in the same manner.  Our ability to repay indebtedness at
maturity, or otherwise, may depend on our ability to either refinance such
indebtedness or to sell certain properties.  Additionally, our ability
to repay any indebtedness accelerated upon any default may adversely affect our
ability to obtain debt financing for such properties or to own such properties.
If we are unable to repay any of our debt at or before maturity, then we may
have to borrow against our properties that are not encumbered or from our credit
facility, to the extent it has availability thereunder, to make such
repayments.  In addition, a lender could foreclose on one or more of
our properties to collect its debt.  This could cause us to lose part
or all of our investment, which could reduce the value of the Common Shares and
the distributions payable to you.
 
 Volatility and instability in the
credit markets could adversely affect our ability to obtain new financing or
refinance existing indebtedness.
 
 Global
and domestic credit markets have recently experienced significant volatility and
instability.  Continued uncertainty in the credit markets may
negatively impact our ability to access additional debt financing or to
refinance our existing debt maturities on favorable terms or at all, and may
also negatively affect our ability to fund current and future expansions of
existing properties as well as future acquisitions, development activities, and
re-development projects. A prolonged downturn in the credit markets may cause us
to seek alternative sources of potentially less attractive financing from
smaller lending institutions or non-traditional lending entities that may be
subject to greater market risk and may require us to adjust our business plan(s)
or financing objectives accordingly. Weakness in the credit markets may also
negatively affect the credit ratings of our securities and promote a perceived
decline in the value of our properties based on deteriorating general and retail
economic conditions which could adversely affect the amount and type of
financing available for our properties and operations as well as the terms of
such financing.
 
 Our access to funds under our credit
facility is dependent on the ability of the bank participants to meet their
funding commitments.
  Banks
that are a party to our credit facility may have incurred substantial losses or
be in danger of incurring substantial losses as a result of previous loans to
other borrowers, a decline in the value of certain securities they hold, or
their other business dealings and investments.  As a result, these
banks may become capital constrained, more restrictive in their lending or
funding standards, or become insolvent, in which case, these banks might not be
able to meet their funding commitments under our credit facility.
 
 During
the fall of 2008, one of the banks under our existing credit facility failed to
fund its pro rata share of funding advances to us under our credit
facility.  We do not expect that this bank will fund the remaining
$5.7 million of its funding commitment that we had not previously drawn, or any
additional commitment availability created as a result of a repayment of our
portion of the outstanding balance of our credit facility.
 
 If one or
more banks do not meet their funding commitments under our credit facility, then
we may be unable to draw sufficient funds under our credit facility for working
capital or other needs and will not be able to utilize the full capacity under
the credit facility until replacement lenders are located or one or more of the
remaining lenders under the credit facility agrees to fund any shortfall, both
of which will be difficult to accomplish in this economic
environment.  Accordingly, for all practical purposes, borrowing
capacity under our credit facility may be reduced by the amount of unfunded bank
commitments.  Our inability to access funds under our credit facility
for these reasons could result in our deferring development and redevelopment
projects or other capital expenditures, not being able to satisfy debt
maturities as they become due, reducing or eliminating future cash dividend
payments or other discretionary uses of cash, or modifying significant aspects
of our business strategy.
 
 10
 Table of Contents
 Certain
of our financing arrangements contain limitations on the amount of debt that we
may incur.
 
 Our
credit facility is the most restrictive of our financing
arrangements.  Accordingly, at December 31, 2008, the
aggregate amount that, based upon the restrictive covenants in the credit
facility may be borrowed through financing arrangements is $124.6
million.  Additional amounts could be borrowed as long as we maintain
a ratio of total-debt-to-total-asset value as defined in the credit agreement
that complies with the restrictive covenants of the credit
facility.  We would also be required to maintain certain coverage
covenants on a prospective basis which could impact our ability to borrow these
additional amounts.  Management believes they are in compliance with
all covenants under our financing arrangements at December 31,
2008.
 
 Our
ability to borrow and make distributions could be adversely affected by
financial covenants.
 
 Our
mortgage indebtedness and credit facility impose certain financial and operating
restrictions on our properties, on our secured subordinated financing, and
additional financings on properties.  These restrictions include
restrictions on borrowings, prepayments and
distributions.  Additionally, our credit facility requires certain
financial tests to be met, such as the total amount of recourse indebtedness to
which we are permitted to take on and some of our mortgage indebtedness provides
for prepayment penalties, each of which could restrict our financial
flexibility.  Moreover, our failure to satisfy certain financial
covenants in our financing arrangements may result in a decrease in the market
price of our Common Stock or preferred stock.
 
 We may not be able to extend the
term of our credit facility at maturity or obtain replacement
financing.
 
 We can
elect to extend the maturity date of the Company's $470 million unsecured credit
facility by one year. The option to extend the credit facility's term requires
the Company's compliance with certain financial covenants under the credit
facility. While we believe that we are currently in compliance with such
covenants, our future ability to stay in compliance with the financial covenants
will be based upon our operating results and other financing activities, which
may be negatively impacted by financial and non-financial events.  In
the event that we are unable to extend the term of our credit facility or
refinance the loan at maturity, we would need to repay the balance at maturity
which could adversely affect our liquidity and cash
reserves.  Moreover, under such circumstances we may be unable to
obtain replacement financing for our credit facility at the same amount, at
favorable interest rates or upon favorable financing terms.  This
could adversely affect our ability to fund our operations and distribution
requirements.
 
 Our
variable rate debt obligations may impede our operating performance and put us
at a competitive disadvantage, as well as adversely affect our ability to pay
distributions to you.
 
 Required
repayments of debt and related interest can adversely affect our operating
performance.  As of December 31, 2008, approximately $222.1
million of our indebtedness bears interest at a variable
rate.  Accordingly, an increase in interest rates on our existing
indebtedness would increase interest expense, which could adversely affect our
cash flow and ability to pay distributions as well as the amount of any
distributions.  For example, if market rates of interest on our
variable rate debt outstanding as of December 31, 2008 increased by 100 basis
points, the increase in interest expense on our existing variable rate debt
would decrease future earnings and cash flows by approximately $2.2 million
annually.
 
 The
Board of Trustees has unlimited authority to increase the amount of debt that we
may incur.
 
 The Board
of Trustees (the “Board”) determines financing objectives and the amount of the
indebtedness that we may incur and may make revisions to these objectives at any
time without a vote of our shareholders.  Although the Board has no
present intention to change these objectives, revisions could result in a more
highly leveraged company with an increased risk of default on indebtedness, an
increase in debt service charges, and the addition of new financial covenants
that restrict our business.
 
 11
 Table of Contents
 Our
issuance of additional common or preferred Shares may affect prevailing market
prices for our outstanding common share or preferred shares.
 
 Future
sales or the anticipation of such sales of additional common or preferred shares
may have an adverse effect on the market price of our common shares or preferred
shares.
 
 The
market value, or trading price, of our preferred and Common Stock could decrease
based upon uncertainty in the marketplace and market perception.
 
 The
market value, or trading price, of our preferred stock and Common Stock may be
based primarily upon the market’s perception of our operational as well as
financial growth potential, our liquidity, our level of near-term debt
maturities, interest rates, credit worthiness and current and future cash
dividends or distributions, and may be secondarily based upon the real estate
market value of our underlying assets. The market value, or trading price, of
our preferred stock and Common Stock is also influenced by their respective
dividends relative to prevailing market interest rates.  Uncertainty
with respect to interest rate volatility may cause uncertainty in the market
value, or trading price, of our preferred stock and Common Stock which could
cause the value or price of our stock to decrease, thereby affecting the value
of your investment.
 
 If
our Common Stock is delisted from the New York Stock Exchange (“NYSE”) because
it trades below $1.00 for an extended period of time, or otherwise there could
be a negative effect on our business that could significantly impact our
financial condition, our operating results and our ability to service our debt
obligations.
 
 Although
the per share price of our Common Stock has remained above $1.00, in the event
the per share trading price of our Common Stock closes below $1.00 for 30
consecutive days, our Common Stock could be delisted from the NYSE. The threat
of delisting our Common Stock could have adverse effects by, among other
things:
 
 ●
              reducing
      the liquidity and market price of our Common
  Stock;
  ●
              eliminating
      the open market trading of our Common
Stock;
  ●
              reducing
      the number of investors willing to hold or acquire our Common Stock;
      and
  ●
              reducing
      our ability to retain, attract and motivate our trustees, officers and
      employees through the use of equity-based compensation and equity
      incentives.
 
 Our
ability to operate or dispose of any partially-owned properties that we may
acquire may be restricted.
 
 Our
ownership of properties through partnership or joint venture investments may
involve risks not otherwise present for wholly-owned properties. These risks
include the possibility that our partners or co-venturers might become bankrupt,
might have economic or other business interests or goals which are inconsistent
with our business interests or goals and may be in a position to take action
contrary to our instructions or make requests contrary to our policies or
objectives, including our policy to maintain our qualification as a REIT. We may
need the consent of our partners for major decisions affecting properties that
are partially-owned. Joint venture agreements may also contain provisions that
could cause us to sell all or a portion of our interest in, or buy all or a
portion of our partners’ interests in, such entity or property. These provisions
may be triggered at a time when it is not advantageous for us to either buy our
partners’ interests or sell our interest. Additionally, if we serve as the
managing member of a property-owning joint venture, we may have certain
fiduciary responsibilities to the other participants in such entity. There is no
limitation under our organizational documents as to the amount of funds that may
be invested in partnerships or joint ventures; however, covenants of our
unsecured credit facility limit the amount of capital that we may invest in
joint ventures at any one time.
 
 Our
charter and bylaws and the laws of the state of our incorporation contain
provisions that may delay, defer or prevent a change in control or other
transactions that could provide shareholders with the opportunity to realize a
premium over the then-prevailing market price for our Common
Shares.
 
 In order
to maintain GRT’s qualification as a REIT for federal income tax purposes, not
more than 50% in value of the outstanding Common Shares may be owned, directly
or indirectly, by five or fewer individuals (as defined in the Code to include
certain entities) at any time during the last half of the taxable
year.  Additionally, 100 or more persons must beneficially own the
outstanding Common Shares during the last 335 days of a taxable year of 12
months or during a proportionate part of a shorter tax year.
  12
 Table of Contents
 To ensure
that GRT will not fail to qualify as a REIT under this test, GRT’s
organizational documents authorize the Board to take such action as may be
required to preserve GRT’s qualification as a REIT and to limit any person,
other than Herbert Glimcher, David Glimcher (only with respect to the limitation
on the ownership of outstanding Common Shares) and any entities or persons
approved by the Board, to direct or indirect ownership exceeding:  (i)
8.0% of the lesser of the number or value of GRT’s outstanding shares of
beneficial interest (including common and preferred shares), (ii) 9.9% of the
lesser of the number or value of the total 83⁄4% Series F Cumulative Redeemable
Preferred Shares of Beneficial Interest (“Series F Preferred Shares”)
outstanding, and (iii) 9.9% of the lesser of the number or value of the
total 81⁄8% Series G Cumulative Redeemable Preferred Shares of Beneficial
Interest  (“Series G Preferred Shares”)
outstanding.  Herbert Glimcher and David Glimcher are limited to an
aggregate of 25% direct or indirect ownership of Common Shares outstanding
without approval of the Board.  The Board has also granted an
exemption to Cohen & Steers Capital Management, Inc., permitting them to
own, directly or indirectly, of record or beneficially (i) up to 600,000 Series
F Preferred Shares and (ii) up to 14.9% of the lesser of the number or value of
the outstanding shares of any other class of the GRT’s equity
securities.  The Board has also granted an exemption to Neuberger
Berman permitting them to own 608,800 Series G Preferred
Shares.  Despite these provisions, GRT cannot be sure that there will
not be five or fewer individuals who will own more than 50% in value of its
outstanding Common Shares, thereby causing GRT to fail to qualify as a
REIT.  The ownership limits may also discourage a change in control in
GRT.
 
 The
members of the Board are currently divided into three equal classes whose terms
expire in 2009, 2010 and 2011, respectively. Each year one class of trustees is
elected by GRT’s shareholders to hold office for three years.  The
staggered terms for Board members may affect the ability of GRT shareholders to
change control of GRT even if a change in control were in the interests of the
shareholders.
 
 GRT’s
Amended and Restated Declaration of Trust, as amended (the “Declaration of
Trust”) authorizes the Board to establish one or more series of preferred
shares, in addition to those currently outstanding, and to determine the
preferences, rights and other terms of any series.  The Board could
authorize GRT to issue other series of preferred shares that could deter or
impede a merger, tender offer or other transaction that some, or a majority, of
GRT shareholders might believe to be in their best interest or in which GRT
shareholders might receive a premium for their shares over the prevailing market
price of such shares.
 
 The
Declaration of Trust and our Amended and Restated Bylaws also contain other
provisions that may delay or prevent a transaction or a change in control that
might involve a premium price for the Common Shares or otherwise be in the best
interests of GRT’s shareholders. As a Maryland REIT, GRT is subject to the
provisions of the Maryland REIT law which imposes restrictions on some business
combinations and requires compliance with statutory procedures before some
mergers and acquisitions can occur, thus delaying or preventing offers to
acquire GRT or increasing the difficulty of completing an acquisition of GRT,
even if the acquisition is in the best interests of GRT’s
shareholders.
 
 Risks
associated with information systems may interfere with our
operations.
 
 We are
continuing to implement new information systems and problems with the design or
implementation of these new systems could interfere with our
operations.
 
 Our
operations could be affected if we lose any key management
personnel.
 
 Our
executive officers have substantial experience in owning, operating, managing,
acquiring and developing shopping centers.  Success depends in large
part upon the efforts of these executives, and we cannot guarantee that they
will remain with us.  The loss of key management personnel in leasing,
finance, legal, construction, development, or operations could have a negative
impact on our operations.  In addition, except for isolated examples,
there are generally no restrictions on the ability of these executives to
compete with us after termination of their employment.
 
 Inflation
may influence our operations.
 
 Inflation
risks could impact our operations due to increases in construction costs as well
as other costs pertinent to our business, including, but not limited to, the
cost of insurance and utilities.
 
 13
 Table of Contents
 Item1B.  Unresolved Staff Comments
 
 The
Company has received no written comments regarding its periodic or current
reports from the staff of the SEC that were issued 180 days or more preceding
the end of its 2008 fiscal year and that remain unresolved.
 
 Item2.   Properties
 
 The
Company’s headquarters are located at 180 East Broad Street, Columbus, Ohio
43215, and its telephone number is (614) 621-9000.  In addition, the
Company maintains management offices at each of its Malls.
 
 At
December 31, 2008, the Company managed and leased a total of 27 Properties of
which the Company had an ownership interest (24 wholly-owned and 3 partially
owned through a joint venture).  The Properties are located in 15
states as follows:  Ohio (9), West Virginia (3), California (2),
Florida (2), Arizona (1), Kansas (1), Kentucky (1), Minnesota (1), New Jersey
(1), North Carolina (1), Oklahoma (1), Oregon (1), Pennsylvania (1), Tennessee
(1) and Washington (1).
 
 (a)           Malls
 
 Twenty-three
of the Properties are Malls and range in size from 384,000 square feet of GLA to
1.5 million square feet of GLA.  Seven of the Malls are located in
Ohio and 16 are located throughout the country in the states of California (2),
Florida (2), West Virginia (2), Kansas (1), Kentucky (1), Minnesota (1), New
Jersey (1), North Carolina (1), Oklahoma (1), Oregon (1), Pennsylvania (1),
Tennessee (1) and Washington (1).  The location, general character and
major tenant information are set forth below.
 Summary of Malls at December
31, 2008
 
 Property/Location
                      
                      Anchors
                        GLA
                      
                      
                      Stores
                        GLA (1)
                      
                      
                      Total
                        GLA
                      
                      
                      %
      of
                        Anchors
                        Occupied (2)
                      
                      
                      %
      of
                        Stores
                        Occupied (3)
                      
                      
                      Store
                        Sales
      Per
                        Square
      Ft. (4)
                      
                      Anchors
                      Lease
                        Expiration  (5)  Held
      for Investment
                        Wholly OwnedAshland
      Town CenterAshland,
      KY
                      
                      
                      206,558
                      
                      
                      
                      177,044
                      
                      
                      
                      383,602
                      
                      
                      
                      100.0
                      
                      
                      
                      92.3
                      
                      
                      
                      $368
                      
                      Belk
                        Goody’s
                        JCPenney
      (7)
                      01/31/10
                        03/31/14
                        07/31/28Colonial
      Park MallHarrisburg,
      PA
                      
                      
                      504,446
                      
                      
                      
                      239,146
                      
                      
                      
                      743,592
                      
                      
                      
                      100.0
                      
                      
                      
                      96.2
                      
                      
                      
                      $281
                      
                      The
      Bon-Ton
                        Boscov’s
                        Sears
                      01/31/15
                        (6)
                        (6)Dayton
      Mall, TheDayton,
      OH
                      
                      
                      935,130
                      
                      
                      
                      481,716
                      
                      
                      
                      1,416,846
                      
                      
                      
                      96.7
                      
                      
                      
                      89.2
                      
                      
                      
                      $302
                      
                      Borders
      Books &Music
                        DSW
      ShoeWarehouse
                        Elder-Beerman
                        JCPenney
                        Macy’s
                        Old
      Navy
                        Sears
                      12/31/21
                        07/31/10
                        (6)
                        03/31/11
                        (6)
                        07/31/10
                        (6)Eastland
      Mall,

                          (“Eastland
      Ohio”)Columbus,
      OH
                      
                      
                      726,534
                      
                      
                      
                      289,786
                      
                      
                      
                      1,016,320
                      
                      
                      
                      69.4
                      
                      
                      
                      90.3
                      
                      
                      
                      $282
                      
                      JCPenney
      (7)
                        Macy’s
                        Sears
                      01/31/13
                        (6)
                        (6)   14
 Table of Contents
 Property/Location
                                  
                                  Anchors
                                    GLA
                                  
                                  
                                  Stores
                                    GLA (1)
                                  
                                  
                                  Total
                                    GLA
                                  
                                  
                                  %
      of
                                    Anchors
                                    Occupied (2)
                                  
                                  
                                  %
      of
                                    Stores
                                    Occupied (3)
                                  
                                  
                                  Store
                                    Sales
      Per
                                    Square
      Ft. (4)
                                  
                                  Anchors
                                  Lease
                                    Expiration  (5)
 Grand
      Central MallCity
      of Vienna, WV
                      
                      
                      531,788
                      
                      
                      
                      377,803
                      
                      
                      
                      909,591
                      
                      
                      
                      87.7
                      
                      
                      
                      96.0
                      
                      
                      
                      $307
                      
                      Belk
                        Elder-Beerman
      (7)
                        JCPenney
                        Regal
      Cinemas
                        Sears
                      03/31/18
                        01/31/33
                        09/30/12
                        01/31/17
                        09/25/12Indian
      Mound MallHeath,
      OH
                      
                      
                      389,589
                      
                      
                      
                      168,307
                      
                      
                      
                      557,896
                      
                      
                      
                      66.6
                      
                      
                      
                      93.6
                      
                      
                      
                      $227
                      
                      Crown
      Cinema
                        Elder-Beerman
                        JCPenney
                        Sears
      (7)
                      12/31/12
                        01/31/14
                        10/31/11
                        09/23/27Jersey
      GardensElizabeth,
      NJ
                      
                      
                      648,965
                      
                      
                      
                      654,951
                      
                      
                      
                      1,303,916
                      
                      
                      
                      100.0
                      
                      
                      
                      100.0
                      
                      
                      
                      $560
                      
                      Bed
      Bath &Beyond
                        Burlington
      CoatFactory
                        Cohoes
      Fashions
                        Daffy’s
                        DSW
      ShoeWarehouse/
                        Filene’s
      Basement
                        Gap
      Outlet, The
                        Group
      USA
                        Jeepers!
                        Last
      Call
                        Loew’s
      Theaters
                        Marshalls
                        Modell’s
      SportingGoods
                        Nike
      Factory Store
                        Off
      5th
      Saks FifthAve
      Outlet
                        Old
      Navy
                      01/31/10
                        01/31/10
                        01/31/10
                        01/31/10
                        
                        10/31/11
                        01/31/10
                        12/31/18
                        01/31/10
                        11/30/14
                        12/31/20
                        10/31/09
                        01/31/17
                        11/30/11
                        10/31/14
                        05/31/10Lloyd
      CenterPortland,
      OR
                      
                      
                      713,038
                      
                      
                      
                      711,009
                      
                      
                      
                      1,424,047
                      
                      
                      
                      100.0
                      
                      
                      
                      94.7
                      
                      
                      
                      $379
                      
                      Apollo
      College
                        Barnes
      & Noble
                        Lloyd
      Ctr IceRink
      (8)
                        Lloyd
      MallCinemas
                        Macy’s
                        Marshalls
                        Nordstrom
                        Ross
      Dress for Less
                        Sears
                      11/30/18
                        01/31/12
                        12/31/14
                        01/31/12
                        01/31/11
                        01/31/14
                        (6)
                        01/31/15
                        (6)Mall
      at Fairfield

                          Commons,
      TheBeavercreek,
      OH
                      
                      
                      768,284
                      
                      
                      
                      370,462
                      
                      
                      
                      1,138,746
                      
                      
                      
                      100.0
                      
                      
                      
                      93.8
                      
                      
                      
                      $333
                      
                      Dick’s
      SportingGoods
                        Elder
      Beerman ForHer
                        Elder-BeermanHome
      Store
                        JCPenney
                        Macy’s
      (7)
                        Sears
                      01/31/21
                        01/31/14
                        01/31/15
                        10/31/13
                        01/31/15
                        10/26/13   15
 Table of Contents
 Property/Location
                                  
                                  Anchors
                                    GLA
                                  
                                  
                                  Stores
                                    GLA (1)
                                  
                                  
                                  Total
                                    GLA
                                  
                                  
                                  %
      of
                                    Anchors
                                    Occupied (2)
                                  
                                  
                                  %
      of
                                    Stores
                                    Occupied (3)
                                  
                                  
                                  Store
                                    Sales
      Per
                                    Square
      Ft. (4)
                                  
                                  Anchors
                                  Lease
                                    Expiration  (5)
 Mall
      at Johnson

                          City,
      TheJohnson
      City, TN
                      
                      
                      373,605
                      
                      
                      
                      170,836
                      
                      
                      
                      544,441
                      
                      
                      
                      100.0
                      
                      
                      
                      95.3
                      
                      
                      
                      $401
                      
                      Belk
      for Her (7)
                        Belk
      Home Store
                        Dicks
      SportingGoods
                        JCPenney
                        Sears
                      10/31/12
                        06/30/11
                        01/31/18
                        03/31/10
                        03/09/11Merritt
      SquareMerritt
      Island, FL
                      
                      
                      563,512
                      
                      
                      
                      256,393
                      
                      
                      
                      819,905
                      
                      
                      
                      96.3
                      
                      
                      
                      88.1
                      
                      
                      
                      $302
                      
                      Cobb
      Theatres
                        Dillard’s
                        JCPenney
                        Macy’s
                        Sears
                      05/31/24
                        (6)
                        07/31/10
                        (6)
                        (6)Morgantown
      MallMorgantown,
      WV
                      
                      
                      396,361
                      
                      
                      
                      161,584
                      
                      
                      
                      557,945
                      
                      
                      
                      94.8
                      
                      
                      
                      91.3
                      
                      
                      
                      $330
                      
                      Belk
                        Carmike
      Cinemas
                        Elder-Beerman
                        JCPenney
                        Sears
                      03/15/11
                        12/31/24
                        01/29/11
                        09/30/10
                        09/30/10New
      Towne MallNew
      Philadelphia, OH
                      
                      
                      361,501
                      
                      
                      
                      152,144
                      
                      
                      
                      513,645
                      
                      
                      
                      92.6
                      
                      
                      
                      97.0
                      
                      
                      
                      $227
                      
                      Elder-Beerman
                        Elder-Beerman
      Home
                        JCPenney
                        Kohl’s
                        Regal
      Cinemas
                        Sears
                        Super
      Fitness Center
                      01/31/14
                        01/31/14
                        09/30/13
                        01/31/27
                        03/31/12
                        10/31/13
                        02/28/14Northtown
      MallBlaine,
      MN
                      
                      
                      461,438
                      
                      
                      
                      258,406
                      
                      
                      
                      719,844
                      
                      
                      
                      100.0
                      
                      
                      
                      88.7
                      
                      
                      
                      $329
                      
                      Best
      Buy
                        Burlington
      CoatFactory
                        Herberger’s
                        Home
      Depot (7)
                        LA
      Fitness
                        Steve
      & Barry’s
                      01/31/10
                        09/30/10
                        01/31/24
                        01/31/27
                        11/30/23
                        01/31/11Polaris
      Fashion PlaceColumbus,
      OH
                      
                      
                      921,141
                      
                      
                      
                      573,805
                      
                      
                      
                      1,494,946
                      
                      
                      
                      100.0
                      
                      
                      
                      99.2
                      
                      
                      
                      $401
                      
                      Barnes
      & NobleBooksellers
                        Great
      Indoors, The
                        JCPenney
                        Macy’s
                        Saks
      Fifth Avenue
                        Sears
                        Von
      Maur
                      02/01/19
                        (6)
                        (6)
                        (6)
                        (6)
                        (6)
                        (6)River
      Valley MallLancaster,
      OH
                      
                      
                      316,947
                      
                      
                      
                      252,514
                      
                      
                      
                      569,461
                      
                      
                      
                      59.0
                      
                      
                      
                      93.7
                      
                      
                      
                      $272
                      
                      Elder-Beerman
                        JCPenney
                        Regal
      Cinemas
                        Sears
                      02/02/13
                        09/30/12
                        12/31/11
                        10/31/14  16
 Table of Contents
 Property/Location
                                  
                                  Anchors
                                    GLA
                                  
                                  
                                  Stores
                                    GLA (1)
                                  
                                  
                                  Total
                                    GLA
                                  
                                  
                                  %
      of
                                    Anchors
                                    Occupied (2)
                                  
                                  
                                  %
      of
                                    Stores
                                    Occupied (3)
                                  
                                  
                                  Store
                                    Sales
      Per
                                    Square
      Ft. (4)
                                  
                                  Anchors
                                  Lease
                                    Expiration  (5)
 SuperMall
      of the Great NorthwestAuburn,
      WA
                        
                        
                        541,669
                        
                        
                        
                        401,212
                        
                        
                        
                        942,881
                        
                        
                        
                        100.0
                        
                        
                        
                        91.3
                        
                        
                        
                        $220
                        
                        Bed
      Bath & Beyond
                          Burlington
      Coat Factory
                          Marshalls
                          Nordstrom
                          Old
      Navy
                          Sam’s
      Club
                          Sports
      Authority
                          Steve
      & Barry’s
                          Vision
      Quest
                        01/31/18
                          01/31/11
                          01/31/11
                          08/31/10
                          01/31/11
                          05/31/19
                          01/31/11
                          01/31/14
                          11/30/18Weberstown
      MallStockton,
      CA
                        
                        
                        602,817
                        
                        
                        
                        255,621
                        
                        
                        
                        858,438
                        
                        
                        
                        100.0
                        
                        
                        
                        96.8
                        
                        
                        
                        $384
                        
                        Barnes
      & Noble
                          Dillard’s
                          JCPenney
      (7)
                          Sears
                        01/31/14
                          (6)
                          03/31/14
                          (6)WestShore
      Plaza MallTampa,
      FL
                        
                        
                        769,878
                        
                        
                        
                        289,234
                        
                        
                        
                        1,059,112
                        
                        
                        
                        100.0
                        
                        
                        
                        96.1
                        
                        
                        
                        $422
                        
                        AMC
      Theatres
                        01/31/21JCPenney
                          Macy’s
                          Old
      Navy
                          Saks
      Fifth Avenue
                          Sears
                        09/30/12
                          (6)
                          01/31/11
                          11/30/18
                          09/30/17Subtotal - Malls Held for
      Investment - Wholly Owned
                        
                        
                        10,733,201
                        
                        
                        
                        6,241,973
                        
                        
                        
                        16,975,174
                        
                        
                        
                        94.0
                        %
                        
                        
                        94.4
                        %
                        
                        
                        $356
 
 
 Malls
      Held for Investment - Joint VenturePuente
      Hills Mall (11)City
      of Industry, CA
                                                                                                                            
                                                                                                                            
                                                                                                                            732,873
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            447,375
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            1,180,248
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            85.4
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            92.4
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            $242
                                                                                                                            
                                                                                                                            AMC
      20 Theaters
                                                                                                                              Burlington
      CoatFactory
                                                                                                                              Forever
      21
                                                                                                                              Macy’s
                                                                                                                              Ross
      Dress for Less
                                                                                                                              Sears
                                                                                                                              Spectrum
      Club
                                                                                                                            04/30/17
                                                                                                                              10/31/13
                                                                                                                              01/31/19
                                                                                                                              (6)
                                                                                                                              01/31/10
                                                                                                                              (6)
                                                                                                                              01/31/14Tulsa
      Promenade (11)Tulsa,
      OK
                                                                                                                            
                                                                                                                            
                                                                                                                            690,235
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            236,353
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            926,588
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            100.0
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            81.7
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            $309
                                                                                                                            
                                                                                                                            Dillard’s
                                                                                                                            (6)Hollywood
      Theaters
                                                                                                                              JCPenney
                                                                                                                              Macy’s
                                                                                                                              MDS
      Realty II, LLC
                                                                                                                            01/31/19
                                                                                                                              03/31/11
                                                                                                                              (6)
                                                                                                                              (6)(10)Subtotal - Malls Held for
      Investment – Joint Venture
                                                                                                                            
                                                                                                                            
                                                                                                                            1,423,108
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            683,728
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            2,106,836
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            92.5
                                                                                                                            %
                                                                                                                            
                                                                                                                            
                                                                                                                            88.7
                                                                                                                            %
                                                                                                                            
                                                                                                                            
                                                                                                                            $274Subtotal - Malls Held for
      Investment
                                                                                                                            
                                                                                                                            
                                                                                                                            12,156,309
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            6,925,701
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            19,082,010
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            93.8
                                                                                                                            %
                                                                                                                            
                                                                                                                            
                                                                                                                            93.8
                                                                                                                            %
                                                                                                                            
                                                                                                                            
                                                                                                                            $348
   17
 Table of Contents
  Property/Location
                  
                  Anchors
                    GLA
                  
                  
                  Stores
                    GLA (1)
                  
                  
                  Total
                    GLA
                  
                  
                  %
      of
                    Anchors
                    Occupied (2)
                  
                  
                  %
      of
                    Stores
                    Occupied (3)
                  
                  
                  Store
                    Sales
      Per
                    Square
      Ft. (4)
                  
                  Anchors
                  Lease
                    Expiration  (5)Malls Held for SaleEastland
      Mall (“Eastland North Carolina”)Charlotte,
      NC (12)
                  
                  
                  725,720
                  
                  
                  
                  334,653
                  
                  
                  
                  1,060,373
                  
                  
                  
                  96.4
                  
                  
                  
                  66.7
                  
                  
                  
                  $210
                  
                  Belk
                    Burlington
      CoatFactory
                    Dillard’s
                    Eastland-FieldsLLC
                    Sears
                  (6)(10)
                    (9)
                    (6)(10)
                    (9)
                    (6)Great
      Mall of the Great
                    Plains,
      TheOlathe,
      KS (13)
                  
                  
                  397,947
                  
                  
                  
                  384,271
                  
                  
                  
                  782,218
                  
                  
                  
                  89.8
                  
                  
                  
                  70.4
                  
                  
                  
                  $182
                  
                  Burlington
      CoatFactory
                  01/31/13Dickinson
      Theater
                    Famous
      Labels
                    Foozle’s
                    Group
      USA
                    Monkey
      Bizness
                    Steve
      & Barry’s
                    VF
      Outlet
                    Zonkers
                  03/31/12
                    05/31/14
                    01/31/09
                    08/13/12
                    01/31/18
                    01/31/13
                    01/10/11
                    09/30/11Subtotal – Malls Held for
      Sale
                  
                  
                  1,123,667
                  
                  
                  
                  718,924
                  
                  
                  
                  1,842,591
                  
                  
                  
                  94.1
                  %
                  
                  
                  68.7
                  %
                  
                  
                  $196Total Mall
      Portfolio
                  
                  
                  13,279,976
                  
                  
                  
                  7,644,625
                  
                  
                  
                  20,924,601
                  
                  
                  
                  93.8
                  %
                  
                  
                  91.5
                  %
                  
                  
                  $343
 
 (1)
                Includes
      outparcels.(2)
                Occupied
      space is space where a store is open and/or paying charges at the date
      indicated, excluding all tenants with leases having an initial term of
      less than one year.  The occupancy percentage is calculated by
      dividing the occupied space into the total available space to be
      leased.  Anchor occupancy is for stores of 20,000 square feet or
      more.
 (3)
              Occupied
      space is space where a store is open and/or a paying rent at the date
      indicated, excluding all tenants with leases having an initial term of
      less than one year.  The occupancy percentage is calculated by
      dividing the occupied space into the total available space to be
      leased.  Store occupancy is for stores of less than 20,000
      square feet and outparcels.
 (4)
              Average
      2008 store sales per square foot for in-line stores of less than 10,000
      square feet.
 (5)
              Lease
      expiration dates do not contemplate or include options to
      renew.
 (6)
              The
      land and building are owned by the anchor store or other third
      party.
 (7)
              This
      is a ground lease by the Company to the tenant.  The Company
      owns the land, but not the
building.
 (8)
              Managed
      by Ohio Entertainment Corporation, a wholly owned subsidiary of Glimcher
      Development Corporation.
 (9)
              Building
      owned by third party, space partially occupied at
  year-end.
 (10)
              Anchor
      vacated the store, but continues to pay ancillary charges through the
      expiration date.
 (11)
                The
      Operating Partnership has an investment in this Mall of
      52%.  The Company is responsible for management and leasing
      services and receives fees for providing these
services.(12)
                Property
      was classified as held for sale as of December 31,
2008.(13)
                Property
      was classified as held for sale as of December 31, 2008 and was sold in
      January 2009.
 
 18
 Table of Contents
 (b)
              Community
      Centers
 
 Four of
the Properties are Community Centers ranging in size from approximately 8,000 to
443,000 square feet of GLA.  They are located in 3 states as follows:
Ohio (2), Arizona (1), and West Virginia (1).  The location, general
character and major tenant information are set forth below.
 
 Summary of Community Centers
at December 31, 2008
 
 Property/Location
                    
                    Anchors
                      GLA
                    
                    
                    Stores
                      GLA (1)
                    
                    
                    Total
                      GLA
                    
                    
                    %
      of
                      Anchors
                      Occupied (2)
                    
                    
                    %
      of
                      Stores
                      Occupied (3)
                    
                    Anchors
                    Lease
                      Expiration  (4)Morgantown
      CommonsMorgantown,
      WV
                    
                    
                    200,187
                    
                    
                    
                    30,656
                    
                    
                    
                    230,843
                    
                    
                    
                    100.0
                    
                    
                    
                    49.0
                    
                    Gabriel
      Brothers
                      KMart
                    01/31/17
                      02/28/21Ohio
      River PlazaGallipolis,
      OH  (5)
                    
                    
                    44,242
                    
                    
                    
                    43,136
                    
                    
                    
                    87,378
                    
                    
                    
                    100.0
                    
                    
                    
                    86.0
                    
                    French
      City Antiques&
      Crafts
                      Peebles
                    10/30/11
                      01/31/17Polaris
      Towne CenterColumbus,
      OH
                    
                    
                    291,997
                    
                    
                    
                    151,040
                    
                    
                    
                    443,037
                    
                    
                    
                    80.0
                    
                    
                    
                    97.3
                    
                    Best
      Buy
                      Jo-Ann,
      Etc.
                      Kroger
                      OfficeMax
                      Old
      Navy
                      TJ
      Maxx
                    01/31/15
                      01/31/10
                      11/30/18
                      09/30/14
                      01/31/10
                      03/31/14Surprise
      Town SquareSurprise,
      AZ  (6)
                    
                    
                    -
                    
                    
                    
                    8,000
                    
                    
                    
                    8,000
                    
                    
                    
                    N/A
                    
                    
                    
                    100.0Total
                    
                    
                    536,426
                    
                    
                    
                    232,832
                    
                    
                    
                    769,258
                    
                    
                    
                    89.1
                    %
                    
                    
                    88.9
                    %
 
 (1)
              Includes
      outparcels.
 (2)
                Occupied
      space is space where a store is open and/or paying charges at the date
      indicated, excluding all tenants with leases having an initial term of
      less than one year.  The occupancy percentage is calculated by
      dividing the occupied space into the total available space to be
      leased.  Anchor occupancy is for stores of 20,000 square feet or
      more.
 (3)
                Occupied
      space is space where a store is open and/or a paying rent at the date
      indicated, excluding all tenants with leases having an initial term of
      less than one year.  The occupancy percentage is calculated by
      dividing the occupied space into the total available space to be
      leased.  Store occupancy is for stores of less than 20,000
      square feet and outparcels.
 (4)
              Lease
      expiration dates do not contemplate options to
  renew.
 (5)
              Property
      classified as held-for-sale at December 31,
  2008.
 (6)
              The
      Operating Partnership has an investment in this Community Center of
      50%.
 
 19
 Table of Contents
 (c)
              Lease
      Expiration and Rent Per Square Foot
 
 Our lease
expirations, total number of tenants whose leases will expire (shown by No. of
Leases), the total area in square feet covered by such leases, the annual base
rental (“Base Rent”), and the percentage of gross annual rental represented by
such leases (% of Total Base Rent) for the next ten years for our total
portfolio of Properties (including wholly-owned as well as joint venture
Properties) excluding those properties held-for-sale as of December 31,
2008 are disclosed in the chart below:
 
 Expiration
                        Year
                      
                      No.
      of
                        Leases
                      
                      Square
                        Feet
                      
                      Annual
                        Base
      Rent
                      
                      %
      of Total
                        Base
      Rent2009
                      
                      553
                      
                      1,422,288
                      
                      $31,084,450
                      
                      14.8%2010
                      
                      331
                      
                      2,013,552
                      
                      $30,920,055
                      
                      14.8%2011
                      
                      347
                      
                      2,449,526
                      
                      $31,464,348
                      
                      15.0%2012
                      
                      214
                      
                      1,501,020
                      
                      $20,664,423
                      
                      9.9%2013
                      
                      163
                      
                      1,377,335
                      
                      $14,880,808
                      
                      7.1%2014
                      
                      128
                      
                      1,201,599
                      
                      $15,263,611
                      
                      7.3%2015
                      
                      115
                      
                      951,270
                      
                      $11,572,708
                      
                      5.5%2016
                      
                      101
                      
                      532,871
                      
                      $  9,397,445
                      
                      4.5%2017
                      
                      128
                      
                      803,381
                      
                      $13,281,049
                      
                      6.3%2018
                      
                      99
                      
                      824,174
                      
                      $14,109,797
                      
                      6.7%
 
 The
average base rent per square foot for tenants at December 31, 2008 for the
Company’s portfolio of Properties (including wholly-owned Properties as well as
joint venture Properties) is $6.59 per square foot for anchor stores and $30.88
per square foot for non-anchor stores.
 
 (d)           Significant
Properties
 
 Jersey
Gardens Mall in Elizabeth, New Jersey and Polaris Fashion Place in Columbus,
Ohio (“Polaris”) each have a net book value of more than 10% of the Company’s
total assets.   Jersey Gardens Mall also contributes in excess of
10% of the Company’s consolidated revenue.
 
 (e)           Properties
Subject to Indebtedness
 
 At
December 31, 2008, 24 of the Properties, consisting of 21 Malls (19 wholly-owned
and 2 partially owned through a joint venture), 2 Community Centers (one
partially owned through a joint venture), and 1 Property under development
(partially owned through a joint venture), were encumbered by mortgages and 2
Malls and 2 Community Centers were unencumbered.  The Total Joint
Venture Properties below represents our proportionate ownership share of the
encumbered property.  Our unencumbered Properties and developments
have a net book value of $149.7 million at December 31, 2008.  To
facilitate the funding of working capital requirements and to finance the
acquisition and development of the Properties, the Company has entered into an
unsecured revolving line of credit with several financial
institutions.
 
 20
 Table of Contents
 Various Mortgage
Loans
 
 The
following table sets forth certain information regarding the mortgages which
encumber various Properties.  All of the mortgages are first mortgage
liens on the Properties.  The information is as of December 31,
2008 (dollars in thousands).
  Fixed/Variable
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    AnnualInterest
                                                                    
                                                                    Interest
                                                                    
                                                                    
                                                                    Loan
                                                                    
                                                                    
                                                                    Debt
                                                                    
                                                                    
                                                                    BalloonEncumbered
      Property
                                                                    
                                                                    Rate
                                                                    
                                                                    Rate
                                                                    
                                                                    
                                                                    Balance
                                                                    
                                                                    
                                                                    Service
                                                                    
                                                                    
                                                                    Payment
                                                                    
                                                                    MaturityGreat
      Mall of the Great Plains, The
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    4.30%
                                                                    
                                                                    
                                                                    
                                                                    $
                                                                    30,000
                                                                    
                                                                    
                                                                    $
                                                                    1,308
                                                                    
                                                                    
                                                                    $
                                                                    30,000
                                                                    
                                                                    01/12/2009
                                                                    
                                                                    (1)Grand
      Central Mall
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    7.18%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    46,135
                                                                    
                                                                    
                                                                    $
                                                                    4,268
                                                                    
                                                                    
                                                                    $
                                                                    46,065
                                                                    
                                                                    02/01/2009
                                                                    
                                                                    (7)Eastland
      North Carolina
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    8.50%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    42,229
                                                                    
                                                                    
                                                                    $
                                                                    4,308
                                                                    
                                                                    
                                                                    $
                                                                    42,229
                                                                    
                                                                    09/11/2009
                                                                    
                                                                    (2)Mall
      at Johnson City, The
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    8.37%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    37,827
                                                                    
                                                                    
                                                                    $
                                                                    3,740
                                                                    
                                                                    
                                                                    $
                                                                    37,026
                                                                    
                                                                    06/01/2010Polaris
      Towne Center
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    8.20%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    39,423
                                                                    
                                                                    
                                                                    $
                                                                    3,858
                                                                    
                                                                    
                                                                    $
                                                                    38,543
                                                                    
                                                                    06/01/2010
                                                                    
                                                                    (2)Colonial
      Park Mall
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    4.72%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    42,250
                                                                    
                                                                    
                                                                    $
                                                                    2,022
                                                                    
                                                                    
                                                                    $
                                                                    42,250
                                                                    
                                                                    04/23/2011Northtown
      Mall
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    6.02%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    40,000
                                                                    
                                                                    
                                                                    $
                                                                    2,441
                                                                    
                                                                    
                                                                    $
                                                                    40,000
                                                                    
                                                                    10/21/2011
                                                                    
                                                                    (5)Morgantown
      Mall
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    6.52%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    39,951
                                                                    
                                                                    
                                                                    $
                                                                    2,641
                                                                    
                                                                    
                                                                    $
                                                                    38,028
                                                                    
                                                                    10/13/2011
                                                                    
                                                                    (6)Ashland
      Town Center
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    7.25%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    23,701
                                                                    
                                                                    
                                                                    $
                                                                    2,344
                                                                    
                                                                    
                                                                    $
                                                                    21,817
                                                                    
                                                                    11/01/2011Dayton
      Mall, The
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    8.27%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    54,015
                                                                    
                                                                    
                                                                    $
                                                                    5,556
                                                                    
                                                                    
                                                                    $
                                                                    49,864
                                                                    
                                                                    07/11/2012
                                                                    
                                                                    (2)WestShore
      Plaza
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    5.09%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    91,921
                                                                    
                                                                    
                                                                    $
                                                                    6,508
                                                                    
                                                                    
                                                                    $
                                                                    84,824
                                                                    
                                                                    09/09/2012Polaris
      Fashion Place
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    5.24%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    137,144
                                                                    
                                                                    
                                                                    $
                                                                    9,928
                                                                    
                                                                    
                                                                    $
                                                                    124,572
                                                                    
                                                                    04/11/2013Lloyd
      Center
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    5.42%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    128,779
                                                                    
                                                                    
                                                                    $
                                                                    9,456
                                                                    
                                                                    
                                                                    $
                                                                    116,922
                                                                    
                                                                    06/11/2013
                                                                    
                                                                    (2)Jersey
      Gardens
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    4.83%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    153,260
                                                                    
                                                                    
                                                                    $
                                                                    10,424
                                                                    
                                                                    
                                                                    $
                                                                    135,194
                                                                    
                                                                    06/08/2014Mall
      at Fairfield Commons, The
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    5.45%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    105,686
                                                                    
                                                                    
                                                                    $
                                                                    7,724
                                                                    
                                                                    
                                                                    $
                                                                    92,762
                                                                    
                                                                    11/01/2014SuperMall
      of the Great Northwest
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    7.54%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    57,675
                                                                    
                                                                    
                                                                    $
                                                                    5,412
                                                                    
                                                                    
                                                                    $
                                                                    49,969
                                                                    
                                                                    02/11/2015
                                                                    
                                                                    (2)Merritt
      Square
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    5.35%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    57,000
                                                                    
                                                                    
                                                                    $
                                                                    3,092
                                                                    
                                                                    
                                                                    $
                                                                    52,914
                                                                    
                                                                    09/01/2015River
      Valley Mall
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    5.65%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    50,000
                                                                    
                                                                    
                                                                    $
                                                                    2,864
                                                                    
                                                                    
                                                                    $
                                                                    44,931
                                                                    
                                                                    01/11/2016Weberstown
      Mall
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    5.90%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    60,000
                                                                    
                                                                    
                                                                    $
                                                                    3,590
                                                                    
                                                                    
                                                                    $
                                                                    60,000
                                                                    
                                                                    06/08/2016Eastland
      Ohio
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    5.87%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    43,000
                                                                    
                                                                    
                                                                    $
                                                                    2,557
                                                                    
                                                                    
                                                                    $
                                                                    38,057
                                                                    
                                                                    12/11/2016Total Wholly Owned
      Properties
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    $
                                                                    1,279,996
                                                                    (3)Tulsa
      Promenade
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    6.52%
                                                                    
                                                                    
                                                                    
                                                                    $
                                                                    18,200
                                                                    
                                                                    
                                                                    $
                                                                    1,206
                                                                    
                                                                    
                                                                    $
                                                                    18,200
                                                                    
                                                                    03/14/2009
                                                                    
                                                                    (8)Surprise
      Town Square
                                                                    
                                                                    Variable
                                                                    
                                                                    
                                                                    2.20%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    2,286
                                                                    
                                                                    
                                                                    $
                                                                    51
                                                                    
                                                                    
                                                                    $
                                                                    2,286
                                                                    
                                                                    10/01/2009
                                                                    
                                                                    (9)Puente
      Hills Mall
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    5.61%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    23,400
                                                                    
                                                                    
                                                                    $
                                                                    1,330
                                                                    
                                                                    
                                                                    $
                                                                    23,400
                                                                    
                                                                    06/01/2010Scottsdale
      Quarter (4)
                                                                    
                                                                    Fixed
                                                                    
                                                                    
                                                                    5.44%
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    31,881
                                                                    
                                                                    
                                                                    $
                                                                    1,759
                                                                    
                                                                    
                                                                    $
                                                                    31,881
                                                                    
                                                                    05/29/2011Total Joint Venture
      Properties
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    $
                                                                    75,767
 
 (1)
              This
      loan was paid off during the first quarter of
  2009.
 (2)
              Optional
      prepayment date (without penalty) is shown.  Loan matures at a
      later date as disclosed in Note 5 in our Consolidated Financial
      Statements.
 (3)
              This
      total differs from the amounts reported in the financial statements due to
      $19.0 million in tax exempt borrowings which are not secured by a mortgage
      and fair value adjustments to debt instruments as required by SFAS No.
      141, “Business Contributions.”
 (4)
              On
      November 30, 2007 we closed on a $220 million construction loan for our
      Scottsdale Quarter project.  The loan bears interest at LIBOR
      plus 150 basis points and is fixed through an interest rate
      swap.
 (5)
              The
      Company has one, one-year option that would extend the maturity date of
      the loan to October 21, 2012.
 (6)
              The
      Company has two, one-year options that would extend the maturity date of
      the loan to October 13, 2013.
 (7)
              This
      loan was paid off and replaced with a variable rate mortgage of up to $47
      million during the first quarter of 2009.  The initial funding
      of the new loan was $25 million and the maturity date is February 1,
      2012.  The new loan bears interest at a rate of LIBOR plus 350
      basis points and is subject to an interest rate floor of
    5.5%.
 (8)
              The
      venture expects either to extend the maturity date or repay the loan upon
      maturity.
 (9)
              The
      venture has one, one-year option that would extend the maturity date of
      the loan to October 1, 2010.
 
 Item3.    Legal Proceedings
 
 The
Company is involved in lawsuits, claims and proceedings, which arise in the
ordinary course of business.  The Company is not presently involved in
any material litigation.  In accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies,” the Company
makes a provision for a liability when it is both probable that a liability has
been incurred and the amount of the loss can be reasonably
estimated.
 
 21
 Table of Contents
 Item4.   Submission of Matters to a Vote of
Security Holders
 
 No matter
was submitted to a vote of security holders through the solicitation of proxies
or otherwise during the fourth quarter of fiscal year 2008.
 
 PART
II.
 
 Item5.
              Market
      for Registrant’s Common Equity, Related Shareholder Matters and Issuer
      Purchases of Equity Securities
 
 (a)           Market
Information
 
 The
Common Shares are currently listed and traded on the New York Stock Exchange
(“NYSE”) under the symbol “GRT.”  On February 23, 2009, the last
reported sales price of the Common Shares on the NYSE was $1.18.  The
following table shows the high and low sales prices for the Common Shares on the
NYSE for the 2008 and 2007 quarterly periods indicated as reported by the New
York Stock Exchange Composite Tape and the cash distributions per Common Share
paid by GRT with respect to such period.
 
 DistributionsQuarter
      Ended
                  
                  High
                  
                  Low
                  
                  Per
      ShareMarch
      31, 2008
                  
                  $15.00
                  
                  $10.31
                  
                  $0.3200June
      30, 2008
                  
                  $13.46
                  
                  $10.82
                  
                  $0.3200September
      30, 2008
                  
                  $11.62
                  
                  $  8.45
                  
                  $0.3200December
      31, 2008
                  
                  $10.37
                  
                  $  0.75
                  
                  $0.3200March
      31, 2007
                  
                  $29.69
                  
                  $25.89
                  
                  $0.4808June
      30, 2007
                  
                  $28.20
                  
                  $24.95
                  
                  $0.4808September
      30, 2007
                  
                  $25.75
                  
                  $19.39
                  
                  $0.4808December
      31, 2007
                  
                  $24.73
                  
                  $13.77
                  
                  $0.4808
 
 For 2008,
the Common Share dividend declared in December and paid in January will be
reported in the 2009 tax year.  For 2007, the Common Share dividend
declared in December and paid in January was deemed paid on December 31,
2007 per Internal Revenue Code section 857(b)(9) and therefore reportable in the
2007 tax year.
 
 (b)           Holders
 
 The number of holders of record of the
Common Shares was 782 as of February 23, 2009.
 
 (c)           Distributions
 
 Future
distributions paid by GRT on the Common Shares will be at the discretion of the
GRT Board of Trustees and will depend upon the actual cash flow of GRT, its
financial condition, capital requirements, the annual distribution requirements
under the REIT provisions of the Code, and such other factors as the GRT Board
of Trustees deem relevant.
 
 GRT has
implemented a Distribution Reinvestment and Share Purchase Plan under which its
shareholders or Operating Partnership unit holders may elect to purchase
additional Common Shares at fair value and/or automatically reinvest their
distributions in Common Shares at fair value.  In order to fulfill its
obligations under the plan, GRT may purchase Common Shares in the open market or
issue Common Shares that have been registered with the SEC and authorized
specifically for the plan.  As of December 31, 2008, 2,100,000 Common
Shares were authorized, of which 315,872 Common Shares have been
issued.
 
 22
 Table of Contents
 Item6.    Selected Financial
Data
 
 The
following table sets forth Selected Financial Data for the
Company.  This information should be read in conjunction with the
consolidated financial statements of the Company and Management’s Discussion and
Analysis of the Financial Condition and Results of Operations, each included
elsewhere in this Form 10-K:
 
 For
      the Years Ended December 31,2008
                      
                      
                      2007
                      
                      
                      2006
                      
                      
                      2005
                      
                      
                      2004Operating
      Data (in thousands, except per share amounts): (1)Total
      revenues
                      
                      $
                      319,136
                      
                      
                      $
                      302,166
                      
                      
                      $
                      292,551
                      
                      
                      $
                      287,918
                      
                      
                      $
                      276,697Operating
      income
                      
                      $
                      99,385
                      
                      
                      $
                      102,442
                      
                      
                      $
                      106,151
                      
                      
                      $
                      104,822
                      
                      
                      $
                      99,541Interest
      expense
                      
                      $
                      82,276
                      
                      
                      $
                      87,940
                      
                      
                      $
                      82,166
                      
                      
                      $
                      71,873
                      
                      
                      $
                      75,425Gain
      on sales of properties, net
                      
                      $
                      1,244
                      
                      
                      $
                      47,349
                      
                      
                      $
                      1,717
                      
                      
                      $
                      1,619
                      
                      
                      $
                      19,646Income
      from continuing operations
                      
                      $
                      17,578
                      
                      
                      $
                      14,649
                      
                      
                      $
                      33,615
                      
                      
                      $
                      33,010
                      
                      
                      $
                      21,390Income
      (loss) from continuing operations per share common(diluted)
                      
                      $
                      0.00
                      
                      
                      $
                      (0.03
                      )
                      
                      $
                      0.21
                      
                      
                      $
                      0.40
                      
                      
                      $
                      0.05Net
      income (loss)
                      
                      $
                      16,769
                      
                      
                      $
                      38,357
                      
                      
                      $
                      (77,165
                      )
                      
                      $
                      20,850
                      
                      
                      $
                      51,755Preferred
      stock dividends
                      
                      $
                      17,437
                      
                      
                      $
                      17,437
                      
                      
                      $
                      17,437
                      
                      
                      $
                      17,437
                      
                      
                      $
                      17,517Net
      (loss) income available to common shareholders
                      
                      $
                      (668
                      )
                      
                      $
                      20,920
                      
                      
                      $
                      (94,602
                      )
                      
                      $
                      3,413
                      
                      
                      $
                      29,360Per
      common share data: (Loss) earnings per share(diluted)
                      
                      $
                      (0.02
                      )
                      
                      $
                      0.56
                      
                      
                      $
                      (2.55
                      )
                      
                      $
                      0.09
                      
                      
                      $
                      0.82Distributions
      (per common share)
                      
                      $
                      1.2800
                      
                      
                      $
                      1.9232
                      
                      
                      $
                      1.9232
                      
                      
                      $
                      1.9232
                      
                      
                      $
                      1.9232Balance
      Sheet Data (in thousands):Investment
      in real estate, net
                      
                      $
                      1,759,598
                      
                      
                      $
                      1,710,003
                      
                      
                      $
                      1,773,805
                      
                      
                      $
                      1,877,059
                      
                      
                      $
                      1,835,298Total
      assets
                      
                      $
                      1,876,313
                      
                      
                      $
                      1,830,947
                      
                      
                      $
                      1,891,252
                      
                      
                      $
                      1,995,312
                      
                      
                      $
                      1,947,024Total
      long-term debt
                      
                      $
                      1,659,953
                      
                      
                      $
                      1,552,210
                      
                      
                      $
                      1,576,886
                      
                      
                      $
                      1,501,481
                      
                      
                      $
                      1,402,604Total
      shareholders’ equity
                      
                      $
                      130,552
                      
                      
                      $
                      189,090
                      
                      
                      $
                      225,235
                      
                      
                      $
                      387,054
                      
                      
                      $
                      443,822Other
      Data:Cash
      provided by operating activities (in thousands)
                      
                      $
                      93,706
                      
                      
                      $
                      102,656
                      
                      
                      $
                      96,230
                      
                      
                      $
                      108,345
                      
                      
                      $
                      102,305Cash
      (used in) provided by investing activities(in
      thousands)
                      
                      $
                      (127,594
                      )
                      
                      $
                      65,895
                      
                      
                      $
                      (108,911
                      )
                      
                      $
                      (120,203
                      )
                      
                      $
                      38,133Cash
      provided by (used in) financing activities(in
      thousands)
                      
                      $
                      29,835
                      
                      
                      $
                      (158,155
                      )
                      
                      $
                      16,611
                      
                      
                      $
                      11,233
                      
                      
                      $
                      (143,032
                      )Funds
      from operations (2)  (in thousands)
                      
                      $
                      83,126
                      
                      
                      $
                      55,395
                      
                      
                      $
                      (25,502
                      )
                      
                      $
                      77,666
                      
                      
                      $
                      89,629Number
      of Properties (3) (4)
                      
                      
                      27
                      
                      
                      
                      27
                      
                      
                      
                      30
                      
                      
                      
                      36
                      
                      
                      
                      41Total
      GLA (in thousands) (3) (4)
                      
                      $
                      21,694
                      
                      
                      $
                      21,598
                      
                      
                      $
                      24,740
                      
                      
                      $
                      24,615
                      
                      
                      $
                      24,291Occupancy
      rate % (3)
                      
                      
                      92.8%
                      
                      
                      
                      95.2%
                      
                      
                      
                      92.8%
                      
                      
                      
                      91.9%
                      
                      
                      
                      89.3%
 
 (1)
              Operating
      data for the years ended December 31, 2007, 2006, 2005 and 2004 are
      restated to reflect the reclassification of properties held-for-sale and
      discontinued operations.
 
 (2)
              FFO
      as defined by NAREIT is used by the real estate industry and investment
      community as a supplemental measure of the performance of real estate
      companies. NAREIT defines FFO as net income (loss) available to common
      shareholders (computed in accordance with GAAP), excluding gains or losses
      from sales of depreciable property, plus real estate related depreciation
      and amortization and after adjustments for unconsolidated partnerships and
      joint ventures. FFO does include impairment losses for properties
      held-for-use and held-for-sale.  The Company’s FFO may not be
      directly comparable to similarly titled measures reported by other
      REITs.  FFO does not represent cash flow from operating
      activities in accordance with GAAP and should not be considered as an
      alternative to net income (determined in accordance with GAAP), as an
      indication of the Company’s financial performance or to cash flow from
      operating activities (determined in accordance with GAAP), as a measure of
      the Company’s liquidity, nor is it indicative of funds available to fund
      the Company’s cash needs, including its ability to make cash
      distributions.  A reconciliation of FFO to net income available
      to common shareholders is provided in Item 7 of this Form
      10-K.
 
 (3)
              Number
      of Properties and GLA include Properties which are both wholly-owned by
      the Company or by a joint venture in which the Company has a joint venture
      interest.  Occupancy of the Properties is defined as any space
      where a store is open or a tenant is paying rent at the
    date.
 
 (4)
              The
      number of Properties owned by joint ventures in which the Company has an
      interest and the GLA of those Properties included in the table are as
      follows: 2008 includes 2.1 million square feet of GLA (3 properties); 2007
      includes 2.1 million square feet of GLA (2 Properties); 2006 includes 2.1
      million square feet of GLA (2 Properties); 2005 includes 1.2 million
      square feet of GLA (1 Property); and none in
  2004.
 
 23
 Table of Contents
 Item7.    Management’s Discussion and
Analysis of Financial Condition and Results of Operations
 
 Overview
 
 GRT is a
self-administered and self-managed REIT which commenced business operations in
January 1994 at the time of its initial public offering.  The
“Company,” “we,” “us” and “our” are references to GRT, Glimcher Properties
Limited Partnership (“GPLP” or “Operating Partnership”), as well as entities in
which the Company has an interest.  We own, lease, manage and develop
a portfolio of retail properties (“Properties”) consisting of enclosed regional
and super regional malls (“Malls”) and community shopping centers (“Community
Centers”).  As of December 31, 2008, we owned interests in and
managed 27 Properties located in 15 states, consisting of 23 Malls (two of which
are partially owned through a joint venture) and four Community Centers (one of
which is partially owned through a joint venture).  The Properties
contain an aggregate of approximately 21.7 million square feet of gross leasable
area (“GLA”) of which approximately 92.8% was occupied at December 31,
2008.
 
 Our
primary business objective is to achieve growth in net income and Funds From
Operations (“FFO”) by developing and acquiring retail properties, by improving
the operating performance and value of our existing portfolio through selective
expansion and renovation of our Properties, and by maintaining high occupancy
rates, increasing minimum rents per square-foot of GLA, and aggressively
controlling costs.
 
 Key
elements of our growth strategies and operating policies are to:
 
 ●
              Increase
      Property values by aggressively marketing available GLA and renewing
      existing leases;
 
 ●
              Negotiate
      and sign leases which provide for regular or fixed contractual increases
      to minimum rents;
 
 ●
              Capitalize
      on management’s long-standing relationships with national and regional
      retailers and extensive experience in marketing to local retailers, as
      well as exploit the leverage inherent in a larger portfolio of properties
      in order to lease available space;
 
 ●
              Establish
      and capitalize on strategic joint venture relationships to maximize
      capital resource availability;
 
 ●
              Utilize
      our team-oriented management approach to increase productivity and
      efficiency;
 
 ●
              Acquire
      strategically located malls;
 
 ●
              Hold
      Properties for long-term investment and emphasize regular maintenance,
      periodic renovation and capital improvements to preserve and maximize
      value;
 
 ●
              Selectively
      dispose of assets we believe have achieved long-term investment potential
      and redeploy the proceeds;
 
 ●
              Control
      operating costs by utilizing our employees to perform management, leasing,
      marketing, finance, accounting, construction supervision, legal and
      information technology services;
 
 ●
              Renovate,
      reconfigure or expand Properties and utilize existing land available for
      expansion and development of outparcels to meet the needs of existing or
      new tenants; and
 
 ●
              Utilize
      our development capabilities to develop quality properties at low
      cost.
 
 24
 Table of Contents
 Our
strategy is to be a leading REIT focusing on enclosed malls and other anchored
retail properties located primarily in the top 100 metropolitan statistical
areas by population.  We expect to continue investing in select
development opportunities and in strategic acquisitions of mall properties that
provide growth potential while disposing of non-strategic assets.  We
expect to finance acquisition transactions with cash on hand, borrowings under
our credit facilities, proceeds from strategic joint venture partners, asset
dispositions, secured mortgage financings, the issuance of equity or debt
securities, or a combination of one or more of the foregoing.
 
 During
the last four years, we have made substantial progress in our disposition of
non-strategic assets.  From the period beginning December 31, 2004
through December 31, 2008, we reduced the number of Properties held from 41 to
27.  Our disposition program’s goal was to enhance the quality and
growth profile of our portfolio of Properties.  The first phase of the
program was to divest from a majority of our Community Center assets which was
driven by our decision to evolve from a community center company to one founded
on higher growth mall properties.  Once that phase was substantially
completed, we commenced a program to sell non-strategic Mall assets that lacked
the quality characteristics we wanted for long-term investment and focused on
re-investment into higher quality malls and improving our existing portfolio
through redevelopment.  In implementing the disposition program, we
disposed of 13 Community Centers and 5 Malls during this period.  We
re-invested the proceeds from these asset dispositions in higher quality
properties during the above referenced four year period.  During that
time, we acquired three malls (two through a joint venture) that were new to our
portfolio and developed one new Community Center through a joint
venture.  We had one Community Center and two Malls held for sale at
the end of 2008.
 
 Critical
Accounting Policies and Estimates
 
 General
 
 Management’s
Discussion and Analysis of Financial Condition and Results of Operations is
based upon our consolidated financial statements, which have been prepared in
accordance with GAAP.  The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenue and expenses, and related disclosure of
contingent assets and liabilities.  Management bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources.  Senior management has
discussed the development, selection and disclosure of these estimates with the
Audit Committee of the Board of Trustees and the Company’s independent
registered public accounting firm.  Actual results may differ from
these estimates under different assumptions or conditions.
 
 An
accounting policy is deemed to be critical if it requires an accounting estimate
to be made based on assumptions about matters that are highly uncertain at the
time the estimate is made and if different estimates that are reasonably likely
to occur could materially impact the financial statements.  Management
believes the critical accounting policies discussed in this section reflect its
more significant estimates and assumptions used in preparation of the
consolidated financial statements.
 
 Revenue
Recognition
 
 The
Company’s revenue recognition policy relating to minimum rents does not require
the use of significant estimates.  Minimum rents are recognized on an
accrual basis over the term of the related leases on a straight-line
basis.  Percentage rents, tenant reimbursements, and components of
other revenue associated with the margins related to outparcel sales include
estimates.
 
 Percentage
Rents
 
 Percentage
rents, which are based on tenants’ sales as reported to the Company, are
recognized once the sales reported by such tenants exceed any applicable
breakpoints as specified in the tenants’ leases.  The percentage rents
are recognized based upon the measurement dates specified in the leases which
indicate when the percentage rent is due.
 
 25
 Table of Contents
 Tenant
Reimbursements
 
 Estimates
are used to record cost reimbursements from tenants for CAM, real estate tax,
utilities and insurance.  We recognize revenue based upon the amounts
to be reimbursed from our tenants for these items in the same period these
reimbursable expenses are incurred.   Differences between estimated
cost reimbursements and final amounts billed are recognized in the subsequent
year.  Leases are not uniform in dealing with such cost reimbursements
and variations exist in computations between Properties and tenants.  
The Company analyzes the balance of its estimated accounts receivable for real
estate taxes, CAM and insurance for each of its Properties by comparing actual
reimbursements versus actual expenses.   Adjustments are also made
throughout the year to these receivables and the related cost reimbursement
income based upon the Company’s best estimate of the final amounts to be billed
and collected.   If management’s estimate of the percent of
recoverable expenses that can be billed to the tenants in 2008 differs from
actual amounts billed by 1%, the amount of income recorded during 2008 would
increase or decrease by $1.0 million.
 
 Outparcel
Sales
 
 The
Company sells outparcels at its various Properties.  The estimated
cost used to calculate the margin from these sales involves a number of
estimates.  The estimates made are based either upon assigning a
proportionate value based upon historical cost paid for the total parcel to the
portion of the parcel that is sold, or by incorporating the sales value
method.  The proportionate share of actual cost is derived through
consideration of numerous factors.  These factors include items such
as ease of access to the parcel, visibility from high traffic areas and other
factors that may differentiate the desirability of the particular section of the
parcel that is sold.
 
 Accounts Receivable and
Allowance for Doubtful Accounts
 
 The
allowance for doubtful accounts reflects the Company’s estimate of the amounts
of the recorded accounts receivable at the balance sheet date that will not be
recovered from cash receipts in subsequent periods.  The Company’s
policy is to record a periodic provision for doubtful accounts based on total
revenues.  The Company also periodically reviews specific tenant
balances and determines whether an additional allowance is
necessary.  In recording such a provision, the Company considers a
tenant’s creditworthiness, ability to pay, probability of collections and
consideration of the retail sector in which the tenant operates.  The
allowance for doubtful accounts is reviewed based upon the Company’s historical
experience.
 
 Investment in Real
Estate
 
 Carrying
Value of Assets
 
 The
Company maintains a diverse portfolio of real estate assets.  The
portfolio holdings have increased as a result of both acquisitions and the
development of new Properties and have been reduced by selected sales of
assets.  The amounts to be capitalized as a result of acquisition and
developments and the periods over which the assets are depreciated or amortized
are determined based on the application of accounting standards that may require
estimates as to fair value and the allocation of various costs to the individual
assets.  The Company allocates the cost of the acquisition based upon
the estimated fair value of the net assets acquired.  The Company also
estimates the fair value of intangibles related to its
acquisitions.  The valuation of the fair value of the intangibles
involves estimates related to market conditions, probability of lease renewals
and the current market value of in-place leases.  This market value is
determined by considering factors such as the tenant’s industry, location within
the Property and competition in the specific market in which the Property
operates. Differences in the amount attributed to the intangible assets can be
significant based upon the assumptions made in calculating these
estimates.
 
 Impairment
Evaluation
 
 Management
evaluates the recoverability of its investment in real estate assets in
accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets.”  This statement requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that recoverability of the investment in the asset is not assured.
 
 26
 Table of Contents
 The
Company evaluates the recoverability of its investments in real estate assets to
be held and used each quarter and records an impairment charge when there is an
indicator of impairment and the undiscounted projected cash flows are less than
the carrying amount for a particular Property.  The estimated cash
flows used for the impairment analysis and the determination of estimated fair
value are based on the Company’s plans for the respective assets and the
Company’s views of market and economic conditions.  The estimates
consider matters such as current and historical rental rates, occupancies for
the respective Properties and comparable properties and recent sales data for
comparable properties.  Changes in estimated future cash flows due to
changes in the Company’s plans or views of market and economic conditions could
result in recognition of impairment losses, which, under the applicable
accounting guidance, could be substantial.
 
 Investment
in Real Estate – Held-for-Sale
 
 The
Company evaluates the held-for-sale classification of its owned real estate each
quarter.  Assets that are classified as held-for-sale are recorded at
the lower of their carrying amount or fair value less cost to
sell.  Assets are generally classified as held-for-sale once
management commits to a plan to sell the Properties and has initiated an active
program to market them for sale.  The results of operations of these
real estate properties are reflected as discontinued operations in all periods
reported.
 
 On
occasion, the Company will receive unsolicited offers from third parties to buy
individual Properties.  Under these circumstances, the Company will
classify the particular Property as held-for-sale when a sales contract is
executed with no contingencies and the prospective buyer has funds at risk to
ensure performance.
 
 Sale
of Real Estate Assets
 
 The sale
of real estate assets may also involve the application of judgments in
determining whether the risks and rewards of ownership have transferred to the
buyer and that a sale has been completed for purposes of recognizing a gain on
the sale.  The Company recognizes property sales in accordance with
SFAS No. 66, “Accounting for Sales of Real Estate.” The Company generally
records the sales of operating properties and outparcels using the full accrual
method at closing, when the earnings process is deemed to be
complete.  Sales not qualifying for full recognition at the time of
sale are accounted for under other appropriate deferral methods.
 
 Accounting
for Acquisitions
 
 The fair
value of the real estate acquired is allocated to acquired tangible assets,
consisting of land, building and tenant improvements, and identified intangible
assets and liabilities, consisting of the value of above-market and below-market
leases for acquired in-place leases, the value of tenant relationships, and the
value of in-place leases, based in each case on their fair
values.  Purchase accounting is applied to assets and liabilities
related to real estate entities acquired based upon the percentage of interest
acquired.
 
 The fair
value of the tangible assets of an acquired property (which includes land,
building and tenant improvements) is determined by valuing the property as if it
were vacant, based on management’s determination of the relative fair values of
these assets.  Management determines the as-if-vacant fair value of a
property using methods to determine the replacement cost of the tangible
assets.
 
 In
determining the fair value of the identified intangible assets and liabilities
of an acquired property, above-market and below-market in-place lease values are
recorded based on the present value (using an interest rate which reflects the
risks associated with the leases acquired) of the difference between (i) the
contractual amounts to be paid pursuant to the in-place leases and (ii)
management’s estimate of fair market lease rates for the corresponding in-place
leases, measured over a period equal to the remaining non-cancelable term of the
lease.  The capitalized above-market lease values and the capitalized
below-market lease values are amortized as an adjustment to rental income over
the initial lease term.
 
 The
aggregate value of in-place leases is determined by evaluating various factors,
including an estimate of carrying costs during the expected lease-up periods,
current market conditions and similar leases.  In estimating carrying
costs, management includes real estate taxes, insurance and other operating
expenses and estimates of lost rental revenue during the expected lease-up
periods based on current market demand.  Management also estimates
costs to execute similar leases including leasing commissions, legal and other
related costs.  The value assigned to this intangible asset is
amortized over the remaining lease term plus an assumed renewal period that is
reasonably assured.
 
 27
 Table of Contents
 The
aggregate value of other acquired intangible assets include tenant
relationships.  Factors considered by management in assigning a value
to these relationships include:  assumptions of probability of lease
renewals, investment in tenant improvements, leasing commissions and an
approximate time lapse in rental income while a new tenant is
located.  The value assigned to this intangible asset is amortized
over the average life of the relationship.
 
 Depreciation
and Amortization
 
 Depreciation
expense for real estate assets is computed using a straight-line method and
estimated useful lives for buildings and improvements using a weighted average
composite life of forty years and equipment and fixtures of three to ten
years.  Expenditures for leasehold improvements and construction
allowances paid to tenants are capitalized and amortized over the initial term
of each lease.  Cash allowances paid to retailers that are used for
purposes other than improvements to the real estate are amortized as a reduction
to minimum rents over the initial lease term.  Maintenance and repairs
are charged to expense as incurred.  Cash allowances paid in return
for operating covenants from retailers who own their real estate are capitalized
as contract intangibles.  These intangibles are amortized over the
period the retailer is required to operate their store.
 
 Investment in Unconsolidated
Real Estate Entities
 
 The
Company evaluates all joint venture arrangements for
consolidation.  The percentage interest in the joint venture,
evaluation of control and whether a variable interest entity (“VIE”) exists are
all considered in determining if the arrangement qualifies for
consolidation.
 
 The
Company accounts for its investments in unconsolidated real estate entities
using the equity method of accounting, whereby the cost of an investment is
adjusted for the Company’s share of equity in net income or loss beginning on
the date of acquisition and reduced by distributions received.  The
income or loss of each investee is allocated in accordance with the provisions
of the applicable operating agreements.  The allocation provisions in
these agreements may differ from the ownership interest held by each
investor.  Differences between the carrying amount of the Company’s
investment in the respective investees and the Company’s share of the underlying
equity of such unconsolidated entities are amortized over the respective lives
of the underlying assets as applicable.
 
 The
Company periodically reviews its investment in unconsolidated real estate
entities for other than temporary declines in market value.   Any
decline that is not expected to be recovered in the next twelve months is
considered other than temporary and an impairment charge is recorded as a
reduction in the carrying value of the investment.   No impairment
charges were recognized during the year ended December 31, 2008 relating to our
investment in unconsolidated real estate entities.
 
 Deferred
Costs
 
 The
Company capitalizes initial direct costs in accordance with SFAS No. 91,
“Accounting for Nonrefundable Fees and Costs Associated with Originating or
Acquiring Loans and Initial Direct Costs of Leases,” and amortizes these costs
over the initial lease term.  The costs are capitalized upon the
execution of the lease and the amortization period begins the earlier of the
store opening date or the date the tenant’s lease obligation
begins.
 
 Derivatives
 
 The
Company recognizes all derivative financial instruments in the consolidated
financial statements at fair value regardless of the purpose or intent for
holding the instrument.  Changes in the fair value of derivative
financial instruments that qualify for hedge accounting are recorded in our
financial statements under stockholders’ equity as a component of comprehensive
income or as an adjustment to the carrying value of the hedged
item.  Changes in fair values of derivatives not qualifying for hedge
accounting are reported in earnings.
 
 For
derivative instruments that are designated and qualify as a cash flow hedge
(i.e., hedging the exposure to variability in expected future cash flows that is
attributable to a particular risk), the effective portion of the gain or loss on
the derivative instrument is reported as a component of accumulated other
comprehensive income and reclassified into net income or interest expense in the
same period or periods during which the hedged item affects interest income or
interest expense. The remaining gain or loss of the derivative instruments in
excess of the cumulative change in the present value of future cash flows of the
hedged item, if any, is ineffective and is recognized in our financial
statements in other income or other expense during the period of the
change.  Upon termination of a derivative instrument prior to
maturity, the aforementioned adjustment to accumulated other comprehensive
income is amortized or accreted into interest income or interest expense over
the remaining term of the hedge relationship using the effective interest
method.  Should the hedged item mature, be sold or be extinguished
prior to the end of the hedge relationship or a forecasted transaction is
probable of not occurring, the aforementioned amounts in accumulated other
comprehensive income are reclassified to interest income or interest expense and
the derivative instrument’s change in fair value from that point forward will be
recorded in other income or other expense.
 
 28
 Table of Contents
 Funds
From Operations
 
 Our
consolidated financial statements have been prepared in accordance with
GAAP.  We have indicated that FFO is a key measure of financial
performance.  FFO is an important and widely used financial measure of
operating performance in our industry, which we believe provides important
information to investors and a relevant basis for comparison among
REITs.
 
 We
believe that FFO is an appropriate and valuable measure of our operating
performance because real estate generally appreciates over time or maintains a
residual value to a much greater extent than personal property and, accordingly,
reductions for real estate depreciation and amortization charges are not
meaningful in evaluating the operating results of the Properties.
 
 FFO is
defined by the National Association of Real Estate Investment Trusts or “NAREIT”
as net income (or loss) available to common shareholders computed in accordance
with GAAP, excluding gains or losses from sales of depreciable assets, plus real
estate related depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures.  FFO does include
impairment losses for properties held-for-sale and held-for-use.  The
Company’s FFO may not be directly comparable to similarly titled measures
reported by other real estate investment trusts.  FFO does not
represent cash flow from operating activities in accordance with GAAP and should
not be considered as an alternative to net income (determined in accordance with
GAAP), as an indication of our financial performance or to cash flow from
operating activities (determined in accordance with GAAP), as a measure of our
liquidity, nor is it indicative of funds available to fund our cash needs,
including our ability to make cash distributions.
 
 The
following table illustrates the calculation of FFO and the reconciliation of FFO
to net (loss) income available to common shareholders for the years ended
December 31, 2008, 2007 and 2006 (in thousands):
 
 For
      the Years Ended December 31,2008
                    
                    
                    2007
                    
                    
                    2006Net
      (loss) income available to common shareholders
                    
                    $
                    (668
                    )
                    
                    $
                    20,920
                    
                    
                    $
                    (94,602
                    )Add
      back (less):Real
      estate depreciation and amortization
                    
                    
                    79,603
                    
                    
                    
                    75,058
                    
                    
                    
                    73,926Equity
      in loss (income) of unconsolidated entities
                    
                    
                    709
                    
                    
                    
                    (1,133
                    )
                    
                    
                    (1,443
                    )Pro
      rata share of joint venture funds from operations
                    
                    
                    4,726
                    
                    
                    
                    6,264
                    
                    
                    
                    6,067Minority
      interest in Operating Partnership
                    
                    
                    -
                    
                    
                    
                    1,635
                    
                    
                    
                    (7,733
                    )Gain
      on sales of Properties
                    
                    
                    (1,244
                    )
                    
                    
                    (47,349
                    )
                    
                    
                    (1,717
                    )Funds
      from operations
                    
                    $
                    83,126
                    
                    
                    $
                    55,395
                    
                    
                    $
                    (25,502
                    )
 
 FFO – Comparison of Year
Ended December 31, 2008 to December 31, 2007
 
 FFO
increased by $27.7 million or 50.1% for the year ended December 31, 2008
compared to the same period ended December 31, 2007.  Contributing to
this increase was a $3.5 million improvement in Property net operating income
from our Properties held in continuing operations.  The main factor
contributing to this increase was the additional operating income obtained
following the acquisition of Merritt Square Mall. Also during the year ended
December 31, 2007, we recorded $30.4 million of impairment
charges.  There were no impairment charges for the same period in
2008.  Lastly, we incurred $5.7 million less in interest expense which
was primarily attributed to lower interest rates and higher capitalized
interest.
 
 Offsetting
these increases to FFO, we received $7.6 million less in property net operating
income from Properties that were sold during 2007 and 2008.  Also, we
received $1.5 million less in FFO from our unconsolidated real estate entities
primarily attributed to a $1.0 million favorable variance when we recorded our
tenant reconciliations in 2007 as well as increased provision for doubtful
accounts.
 
 29
 Table of Contents
 FFO – Comparison of Year
Ended December 31, 2007 to December 31, 2006
 
 FFO
increased $80.9 million for the year ended December 31, 2007 compared to the
year ended December 31, 2006. During 2007, we incurred $30.4 million in
impairment charges related to four Malls and one Community Center. During 2006,
we incurred $111.9 million of impairment charges primarily related to three Mall
Properties, one of which was sold during 2007, and the other two Malls which are
currently classified as held-for-sale. Also, we incurred $11.5 million less in
interest expense.  The primary driver of this decrease in interest
expense can be attributed to a $9.4 million defeasance charge incurred during
2006 associated with early retirement of the mortgage loan for University Mall,
which was sold during 2007.  Offsetting these increases to FFO was a
$3.7 million decline in lease termination income. We also received $8.5 million
less in property operating income from those properties that were sold during
the years ended December 31, 2007 or 2006.
 
 Results
of Operations - Year Ended December 31, 2008 Compared to Year Ended December 31,
2007
 
 Revenues
 
 Total
revenues increased 5.6%, or $17.0 million, for the year ended December 31, 2008
compared to the year ended December 31, 2007. Of this increase, minimum rents
increased $6.9 million, tenant reimbursements increased $4.6 million and other
income increased $5.7 million.
 
 Minimum
Rents
 
 Minimum
rents increased 3.7%, or $6.9 million, for the year ended December 31, 2008
compared with minimum rents for the year ended December 31, 2007.  The
acquisition of Merritt Square Mall, an enclosed regional mall located in Merritt
Island, Florida consisting of approximately 820,000 square feet of GLA
(“Merritt”), in October 2007 added $6.1 million in base rents.  We
also experienced a $534,000 increase in lease termination income.
 
 Tenant
Reimbursements
 
 Tenant
reimbursements reflect an increase of 5.2%, or $4.6 million, for the year ended
December 31, 2008. The acquisition of Merritt caused a $2.5 million
increase in tenant reimbursements.  The remaining Properties
experienced a $2.1 million increase primarily from growth in reimbursable
expenses.
 
 Other
Revenues
 
 Other
revenues increased 25.1%, or $5.7 million, for the year ended December 31, 2008
compared to the year ended December 31, 2007.  The components of
other revenues are shown below (in thousands):
 
 For
      the Years Ended December 31,2008
                  
                  
                  2007
                  
                  
                  Inc.(Dec.)Licensing
      agreement income
                  
                  $
                  10,483
                  
                  
                  $
                  10,594
                  
                  
                  $
                  (111
                  )Outparcel
      sales
                  
                  
                  6,060
                  
                  
                  
                  2,724
                  
                  
                  
                  3,336Sponsorship
      income
                  
                  
                  1,883
                  
                  
                  
                  1,487
                  
                  
                  
                  396Management
      fees
                  
                  
                  4,875
                  
                  
                  
                  2,660
                  
                  
                  
                  2,215Other
                  
                  
                  5,116
                  
                  
                  
                  5,249
                  
                  
                  
                  (133
                  )Total
                  
                  $
                  28,417
                  
                  
                  $
                  22,714
                  
                  
                  $
                  5,703
 
 In 2008,
the $6.1 million of outparcel revenue was from the sale of outparcels at New
Towne Mall, Jersey Gardens Center and Georgesville Square.  Licensing
agreement income relates to our tenants with rental agreement terms of less than
thirteen months.  Management fee income increased $2.2 million in 2008 as a
result of an increase in development, leasing and legal fee revenue primarily
associated with the development and leasing of
Scottsdale Quarter.
  30
 Table of Contents
 Expenses
 
 Total
expenses increased 10.0%, or $20.0 million, for the year ended December 31,
2008.  Real estate taxes increased $3.0 million, property operating
expenses increased $3.3 million, the provision for doubtful accounts increased
$2.2 million, other operating expenses increased $4.9 million, depreciation and
amortization increased $8.0 million, and general and administrative costs
increased $1.5 million.  Offsetting these increases, impairment loss
decreased by $2.9 million.
 
 Property
Operating Expenses
 
 Property
operating expenses increased by $3.3 million, or 5.2%, for the year ended
December 31, 2008 compared to the year ended December 31,
2007.  Of this amount, $2.8 million can be attributed to the
acquisition of Merritt.
 
 Real
Estate Taxes
 
 Real
estate taxes increased $3.0 million, or 9.6%, for the year ended
December 31, 2008.  The acquisition of Merritt caused an increase
in taxes of $673,000.  The remaining $2.3 million increase was seen
throughout the portfolio.
 
 Provision
for Doubtful Accounts
 
 The
provision for doubtful accounts was $5.9 million for the year ended December 31,
2008 compared to $3.7 million for the year ended December 31,
2007.  The provision represents 1.9% and 1.2% of revenues from
continuing operations for 2008 and 2007, respectively.  Increases in
the number of tenant bankruptcies in 2008 contributed to the increase in the
provision for doubtful accounts.
 
 Other
Operating Expenses
 
 Other
operating expenses increased 59.8%, or $4.9 million, for the year ended
December 31, 2008 as compared to the year ended December 31,
2007.  The majority of this increase is due to costs related to the
outparcel sales of $5.2 million compared to $1.2 million for the previous
year.
 
 Depreciation
and Amortization
 
 Depreciation
expense increased for the year ended December 31, 2008 by $8.0 million or
10.9%.  The addition of Merritt to the portfolio in October 2007
increased depreciation expenses by $3.9 million.  The rest of the
portfolio experienced a $4.1 million increase, primarily at Polaris Towne
Center, Grand Central Mall, WestShore Plaza and Eastland Ohio which were
driven by the write-off of improvements associated with vacating
tenants.
 
 General
and Administrative
 
 General
and administrative expense was $17.9 million and represented 5.6% of total
revenues for 2008 compared to $16.5 million in 2007 which represented 5.5% of
total revenues for 2007.  The increase is primarily attributable to an
increase in occupancy costs associated with our new corporate office, an
increase in professional fees and an increase in overall compensation costs.
Offsetting these increases was a decrease in stock compensation expense in 2008
relating to the reversal of performance share awards granted under the long term
incentive plan for senior executives that was previously expensed during
2007.
 
 Impairment
Losses - Real Estate Assets, Continuing Operations
 
 We
recognized a $2.9 million non-cash impairment charge on our Jersey Gardens
Center in the fourth quarter of 2007.  The charge resulted from a
ground lease for a diner restaurant with an option to purchase by tenant and a
sales contract for the last undeveloped parcel.  The purchase price
under the ground lease option and the sales price for the final undeveloped
parcel were less than the basis of these parcels.  The diner
restaurant opened in January 2008 and we sold the last undeveloped parcel during
2008.  During the year ended December 31, 2008, we did not incur any
impairment charges associated with Properties included in continuing
operations.
  31
 Table of Contents
 Interest Expense/Capitalized
Interest
 
 Interest
expense decreased 6.4%, or $5.7 million for the year ended December
31, 2008.  The summary below identifies the decrease by its various
components (dollars in thousands).
 
 For
      the Years Ended December 31,2008
                  
                  
                  2007
                  
                  
                  Inc.
      (Dec.)Average
      loan balance
                  
                  $
                  1,560,415
                  
                  
                  $
                  1,450,207
                  
                  
                  $
                  110,208Average
      rate
                  
                  
                  5.53
                  %
                  
                  
                  6.21
                  %
                  
                  
                  (0.68
                  )%Total
      interest
                  
                  $
                  86,291
                  
                  
                  $
                  90,058
                  
                  
                  $
                  (3,767
                  )Amortization
      of loan fees
                  
                  
                  1,990
                  
                  
                  
                  1,867
                  
                  
                  
                  123Capitalized
      interest and other expense, net
                  
                  
                  (6,005
                  )
                  
                  
                  (3,985
                  )
                  
                  
                  (2,020
                  )Interest
      expense
                  
                  $
                  82,276
                  
                  
                  $
                  87,940
                  
                  
                  $
                  (5,664
                  )
 
 The
decrease in interest expense was primarily due to a significant decrease in
borrowing costs compared to the same period last year.  The decrease
in interest rates was partially offset by a higher average loan balance
resulting from funding our capital improvements and
redevelopments.  The variance in “Capitalized interest and other
expense, net” was due to a higher level of construction and redevelopment
activity versus the same period last year.
 
 Equity in (Loss) Income of
Unconsolidated Real Estate Entities, Net
 
 Net
(loss) income available from unconsolidated entities was a loss of $1.4 million
and income of $2.2 million for the year ended December 31, 2008 and 2007,
respectively.  Our proportionate share of the net (loss) income was
$(709,000) and $1.1 million for the year ended December 31, 2008 and 2007,
respectively.  This decrease was due to increased depreciation expense
associated with vacating tenants and increased provision for doubtful accounts
associated with tenant bankruptcies. Also, we experienced less tenant
reimbursements revenue during 2008. In 2007, we recorded favorable adjustments
associated with prior year end true up receivables which did not occur during
2008. The net income available from joint ventures results primarily from our
investment in Puente Hills Mall (“Puente”) and Tulsa Promenade
(“Tulsa”).  These Properties are held through a joint venture (the
“ORC Venture”), with OMERS Realty Corporation (“ORC”), an affiliate of Oxford
Properties Group (“Oxford”), which is the global real estate platform for the
Ontario (Canada) Municipal Employees Retirement System, a Canadian pension
plan.
 
 Discontinued
Operations
 
 During
2008, we sold Knox Village Square for $9.5 million and recorded a $1.3 million
gain.  In addition, there were no recorded impairment losses
recognized in 2008.  During 2007, we sold four Malls and one vacant
anchor space at one of our Community Centers for $209.5 million and recorded a
$47.3 million gain primarily associated with these sales.  Also in
2007, we recorded an impairment loss of $27.5 million primarily associated with
two of our held-for-sale Malls.  Total revenues for discontinued
operations were $12.6 million and $35.6 million for the years ended December 31,
2008 and 2007, respectively.
 
 Results
of Operations - Year Ended December 31, 2007 Compared to Year Ended December 31,
2006
 
 Revenues
 
 Total
revenues increased 3.3%, or $9.6 million, for the year ended December 31, 2007
compared with total revenues for the year ended December 31,
2006.  This increase is primarily attributable to minimum rents
increasing $4.2 million, tenant reimbursements increasing $2.7 million, and an
increase in other income of $2.3 million.
 
 32
 Table of Contents
 Minimum
Rents
 
 Minimum
rents increased 2.3%, or $4.2 million, for the year ended December 31, 2007
compared with minimum rents for the year ended December 31, 2006.  The
acquisition of Merritt during October 2007 added $1.9 million in base
rents.  The remaining properties, exclusive of lease termination
income, experienced a $4.5 million increase, which resulted primarily from the
completion of our streetscape concept at The Dayton Mall, the opening of Home
Depot at Northtown Mall, and the completion of the Mid Ohio Medical Center at
Grand Central Mall as well as increased occupancy at WestShore Plaza, Polaris,
and Jersey Gardens.  Offsetting these increases was a decrease in
lease termination income of $2.2 million.
 
 Tenant
Reimbursements
 
 Tenant
reimbursements reflect an increase of 3.2%, or $2.7 million, for the year ended
December 31, 2007. This is due to an associated increase of $2.2 million in
reimbursable expenses for the year and additional reimbursements of $854,000
from the acquisition of Merritt.
 
 Other
Revenues
 
 Other
revenues increased 11.5%, or $2.3 million, for the year ended December 31, 2007
compared to the year ended December 31, 2006. The components of other revenues
are shown below (in thousands):
 
 For
      the Years Ended December 31,2007
                  
                  
                  2006
                  
                  
                  Inc.
      (Dec.)Licensing
      agreement income
                  
                  $
                  10,594
                  
                  
                  $
                  11,107
                  
                  
                  $
                  (513
                  )Outparcel
      sales
                  
                  
                  2,724
                  
                  
                  
                  320
                  
                  
                  
                  2,404Sponsorship
      income
                  
                  
                  1,487
                  
                  
                  
                  1,045
                  
                  
                  
                  442Management
      fees
                  
                  
                  2,660
                  
                  
                  
                  2,231
                  
                  
                  
                  429Other
                  
                  
                  5,249
                  
                  
                  
                  5,662
                  
                  
                  
                  (413
                  )Total
                  
                  $
                  22,714
                  
                  
                  $
                  20,365
                  
                  
                  $
                  2,349
 
 Licensing
agreement income relates to our tenants with rental agreement terms of less than
thirteen months. The decline in this revenue in 2007 as compared to 2006 is due
to extending the terms of many of these agreements for longer
periods.  In 2007, the $2.7 million of outparcel revenue is from the
sale of outparcels at New Towne Mall and The Mall at Fairfield
Commons.  Management fee income increased $429,000 in the year ended
December 31, 2007 compared to the year ended December 31, 2006 as a result
of an increase in development, leasing, and legal fee revenue.
 
 Expenses
 
 Total
expenses increased 7.1%, or $13.3 million, for the year ended December 31,
2007.  Depreciation and amortization increased $5.2 million, while
property operating expenses were up $3.0 million. Other operating expenses
increased $1.6 million and general and administrative costs increased $1.2
million.  Impairment losses on held-for-investment real estate assets
were $2.9 million for 2007 as compared to none in 2006.  Offsetting
these increases, real estate taxes decreased by $861,000.
 
 Property
Operating Expenses
 
 Property
operating expenses increased $3.0 million, or 5.0%, for the year ended
December 31, 2007. Insurance for property damage and liability for our
Malls increased by 52%, or $1.8 million, related to the re-evaluation of
property values and the cost to insure Properties located in areas that have a
higher risk for natural disasters.  Operating expenses for Merritt,
acquired in the fourth quarter of 2007, were $1.1 million.
 
 Real
Estate Taxes
 
 Real
estate taxes decreased $861,000, or 2.6%, for the year ended December 31, 2007.
The decrease in real estate taxes was due to reduced tax assessments and the
capitalization of certain real estate taxes in connection with redevelopment of
several Properties.
  33
 Table of Contents
 Provision
for Doubtful Accounts
 
 The
provision for doubtful accounts is $3.7 million for the year ended December 31,
2007 and $3.5 million for the year ended December 31, 2006.  The
provision represents 1.2% of revenues from continuing operations for both 2007
and 2006.
 
 Other
Operating Expenses
 
 Other
operating expenses increased 24.4%, or $1.6 million, for the year ended December
31, 2007 as compared to the year ended December 31, 2006.  The
majority of this increase is due to costs related to the outparcel sales of $1.2
million compared to $129,000 for the previous year.  Other increases
include costs for write-off of discontinued development with offsetting
decreases in legal fees and landlord expenses.
 
 Depreciation
and Amortization
 
 Depreciation
expense increased for the year ended December 31, 2007 by $5.2 million or
7.6%.  The addition of Merritt to the portfolio in October 2007
increased depreciation expenses by $1.6 million.  The newly
constructed medical center at Grand Central Mall, the new addition of a
lifestyle component at The Dayton Mall, and the write-off of improvements
related to a former Kaufmann’s store at Polaris were the major contributors for
the remaining increase in depreciation expense.
 
 General
and Administrative
 
 General
and administrative expense was $16.5 million and represented 5.5% of total
revenues for 2007 compared to $15.3 million in 2006 which represented 5.2% of
total revenues for 2006.  The increase primarily relates to
compensation expense associated with the new performance share plan for senior
management implemented in March 2007 and higher professional fees attributable
to third party consultation relating to new proxy disclosure statement
requirements.
 
 Impairment
Losses -Real Estate Assets, Continuing Operations
 
 We
recognized a $2.9 million non-cash impairment charge on our Jersey Gardens
Center in the fourth quarter of 2007.  The charge resulted from a
ground lease for a diner restaurant with an option to purchase by tenant and a
sales contract for the last undeveloped parcel.  The purchase price
under the ground lease option and the sales price for the final undeveloped
parcel are less than the basis of these parcels.  The diner restaurant
opened in January 2008 and we sold the last undeveloped parcel in
2008.  During the year ended December 31, 2006, we did not incur any
impairment charges associated with Properties included in continuing
operations.
 
 Interest Expense/Capitalized
Interest
 
 Interest
expense increased 7.0%, or $5.8 million for the year ended December 31,
2007.  The summary below identifies the increase by its various
components (dollars in thousands).
 
 For
      the Years Ended December 31,2007
                  
                  
                  2006
                  
                  
                  Inc.
      (Dec.)Average
      loan balance
                  
                  $
                  1,450,207
                  
                  
                  $
                  1,337,002
                  
                  
                  $
                  113,205Average
      rate
                  
                  
                  6.21
                  %
                  
                  
                  6.20
                  %
                  
                  
                  0.01
                  %Total
      interest
                  
                  $
                  90,058
                  
                  
                  $
                  82,894
                  
                  
                  $
                  7,164Amortization
      of loan fees
                  
                  
                  1,867
                  
                  
                  
                  1,853
                  
                  
                  
                  14Capitalized
      interest and other expense, net
                  
                  
                  (3,985
                  )
                  
                  
                  (2,581
                  )
                  
                  
                  (1,404
                  )Interest
      expense
                  
                  $
                  87,940
                  
                  
                  $
                  82,166
                  
                  
                  $
                  5,774
 
 The
increase in the average loan balance was primarily a result of funding our
capital improvements and redevelopment program.  The variance in
“Capitalized interest and other expense, net” between 2007 and 2006 was
primarily due to a higher level of in-process construction and redevelopment
activity compared to the prior year.
 
 34
 Table of Contents
 Equity in Income of
Unconsolidated Real Estate Entities, Net
 
 Net
income available from unconsolidated entities was $2.2 million and $2.8 million
for the year ended December 31, 2007 and 2006, respectively.  Our
proportionate share of the net income was $1.1 million and $1.4 million for the
year ended December 31, 2007 and 2006, respectively.  The net income
available from unconsolidated entities results primarily from our investment in
Puente and Tulsa.  These Properties are held through the ORC
Venture.
 
 Discontinued
Operations
 
 During
2007, we sold four Malls and one vacant anchor space at one of our Community
Centers for $209.5 million and recorded a $47.3 million gain primarily
associated with these sales. Also, we recorded an impairment loss of $27.5
million primarily associated with two of our held-for-sale
Malls.  During 2006, we sold seven Community Centers for $24.7 million
and recorded a net gain on these sales of $1.7 million.  During this
period we also recorded an impairment loss of $111.9 million primarily
associated with two of the held-for-sale Malls.  Total revenues for
discontinued operations were $35.6 million and $61.6 million for the years ended
December 31, 2007 and 2006, respectively.
 
 Liquidity
and Capital Resources
 
 Liquidity
 
 Our
short-term (less than one year) liquidity requirements include recurring
operating costs, capital expenditures, debt service requirements, and dividend
requirements for our preferred shares, Common Shares and units of partnership
interest in the Operating Partnership (“OP Units”). We anticipate that these
needs will be met primarily with cash flows provided by operations.
 
 Our
long-term (greater than one year) liquidity requirements include scheduled debt
maturities, capital expenditures to maintain, renovate and expand existing
assets, property acquisitions, and redevelopment and development projects.
Management anticipates that net cash provided by operating activities, the funds
available under our credit facility, construction financing, long-term mortgage
debt, contributions from strategic joint venture partnerships, issuance of
preferred and common shares of beneficial interest, and proceeds from the sale
of assets will provide sufficient capital resources to carry out our business
strategy.
 
 In spite
of the challenging capital and debt markets, we were able to address all of our
debt maturities for 2008.  During April 2008, we closed on a $42.3
million financing of our Colonial Park Mall. In June 2008, we closed on a $90.0
million refinancing on Puente, a Property owned through the ORC
Venture.  As permitted under the loan agreement for the Puente
refinancing, the venture subsequently repaid $45 million on the loan because of
the inability of the Company and the lender to agree on syndication terms for
the loan.  The Company obtained its proportionate share of the loans
required for the repayment totaling approximately $23.5 million from our credit
facility (the “Credit Facility”).  During October 2008, we closed on
two $40 million loan transactions.  One of the loans is secured by
Morgantown Mall and the other by Northtown Mall.  The proceeds from
the Morgantown Mall refinancing were applied toward the repayment of the $51
million loan on Morgantown Mall and Morgantown Commons, a Community Center
located in Morgantown, West Virginia, that matured in September
2008.  The net proceeds from the Northtown Mall financing were used to
pay down outstanding borrowings on the Company's Credit Facility.
 
 Finally,
we executed an agreement, effective as of September 11, 2008, with the lender of
the loan on our Eastland North Carolina Mall that amends and modifies certain
terms and conditions of the mortgage loan agreement (the
“Agreement”).  Under the Agreement, the loan prepayment date has been
extended from September 11, 2008 to the earlier of September 11, 2009 or
the date on which the Mall is sold to a third party.  We are required
to fund deficiencies in: i) operating income for the Mall, ii) the
aggregate sum of debt service, escrow, and reserve payments due under the
Agreement (including documents ancillary to the loan agreement), and iii)
operating expenses reasonably incurred by us to keep the Mall open and operating
(collectively, the “Mall Operating Costs”).  We are only obligated to
fund Mall Operating Costs, in the aggregate, up to $2.2 million (the “Cost
Cap”).  We agreed to operate the Mall during the Modification Period
(defined below) and to invest funds up to the Cost Cap to finance the Mall
Operating Costs during the Modification Period (defined below).  We
are required to pay the Lender: i) periodic payments of interest on the amount
outstanding under the loan Agreement at an interest rate of 8.50% per
annum, ii) monthly installments of taxes and insurance in accordance with the
loan Agreement, and iii) monthly installments of a cash management
fee.  The Agreement requires us to make the aforementioned payments
during the period between the Effective Date and the earlier
of:  September 11, 2009 and the earliest date on which we have
funded the Mall Operating Costs in an aggregate amount equal to the Cost Cap
(the “Modification Period”).  Under the Agreement, all of the
aforementioned payments are included in Mall Operating
Costs.  Furthermore, we are not required during the Modification
Period to make any payments of principal on the amount outstanding under the
loan agreement.   Together with the lender, during the
Modification Period, we will jointly market the sale of the Mall to third party
buyers.  We are not obligated for any costs associated with marketing
except to the extent such costs are paid from the proceeds of the
sale.  The Agreement also provides that in the event of a default
under the Agreement or upon the expiration of the Modification Period, the
lender shall have the right to acquire possession of and title to the
Mall.  Furthermore, the Agreement provides that if the Mall is not
sold to a third party by the end of the Modification Period then we will convey
to the lender and the lender will accept such conveyance.  Lastly, the
Agreement provides that in connection with either a sale to an unaffiliated
third party or the conveyance back to the lender, the lender will deliver to us
a release of all our obligations under the Agreement.
 
 35
 Table of Contents
 With
respect to 2009 mortgage maturities, The Great Mall of the Great Plains (“Great
Mall”) was sold, and the loan repaid, on January 5, 2009.  The
Grand Central Mall loan has been repaid on February 2, 2009 with $25 million of
refinancing proceeds and capacity on our Credit Facility.  Remaining
mortgage debt maturities in 2009 includes loans on two joint venture properties,
Tulsa Promenade and Surprise Town Square.  Our pro-rata share of the
debt is approximately $20 million on these two properties.  We are
currently negotiating with the lender on an extension of the Tulsa loan that
matures in March of 2009.  Surprise Town Square matures in October but
has a one-year extension option available.
 
 At
December 31, 2008, the Company’s total-debt-to-total-market capitalization was
83.6% (exclusive of our pro-rata share of joint venture debt), compared to 66.2%
at December 31, 2007.  A sharp reduction in our Common Share price has
resulted in a ratio above our targeted range of 50 - 60%.  With the
recent reduction in our share price, similar to that of other REITs, we also
look at other metrics to assess overall leverage levels.  We expect to
use the proceeds from future asset sales to reduce debt and, to the extent debt
levels remain in an acceptable range, to fund expansion, renovation and
redevelopment of existing Properties.
 
 The
total-debt-to-total-market capitalization is calculated below (dollars, shares
and OP Units in thousands except for stock price):
 
 December
      31,2008
                  
                  
                  2007Stock
      Price (end of period)
                  
                  $
                  2.81
                  
                  
                  $
                  14.29Market
      Capitalization Ratio:Common
      Shares outstanding
                  
                  
                  37,809
                  
                  
                  
                  37,687OP
      Units outstanding
                  
                  
                  2,986
                  
                  
                  
                  2,988Total
      Common Shares and OP Units outstanding at end of period
                  
                  
                  40,795
                  
                  
                  
                  40,675Market
      capitalization – Common Shares outstanding
                  
                  $
                  106,243
                  
                  
                  $
                  538,547Market
      capitalization – OP Units outstanding
                  
                  
                  8,391
                  
                  
                  
                  42,699Market
      capitalization – Preferred Shares
                  
                  
                  210,000
                  
                  
                  
                  210,000Total
      debt (end of period)
                  
                  
                  1,659,953
                  
                  
                  
                  1,552,210Total
      market capitalization
                  
                  $
                  1,984,587
                  
                  
                  $
                  2,343,456Total
      debt/total market capitalization
                  
                  
                  83.6
                  %
                  
                  
                  66.2
                  %Total
      debt/total market capitalization including pro-rata share of joint
      ventures
                  
                  
                  84.2
                  %
                  
                  
                  67.1
                  %
 
 36
 Table of Contents
 CapitalResource
Availability
 
 At
December 31, 2008, the outstanding balance on the Credit Facility was $362.1
million and we have $23.7 million in outstanding letters of credit. The unused
balance of the Credit Facility available to the Company was $84.2 million and
the interest rate on such balance was 1.63% per annum as of December 31,
2008.  Our credit facility matures in December of 2009, but does have
a one-year extension option at our option.  We are in preliminary
discussions with our lead bank to address this upcoming
maturity.  Based on the uncertainty in the current credit environment,
it is our priority to address this maturity as soon as possible.  One
of the lenders (the “Defaulting Lender”) under the Credit Facility has failed
during 2008 to fund its pro rata share of one or more advances under the Credit
Facility.  If the Defaulting Lender’s failure to perform its
obligations under the Credit Facility continues, then our available capacity
under the Credit Facility could be reduced by approximately $5.7
million.
 
 At
December 31, 2008, our mortgage notes payable were collateralized with first
mortgage liens on 20 Properties having a net book value of $1,464.6
million.  We have unencumbered Properties, developments and other
corporate assets that have a net book value of $149.7 million.
 
 As part
of the ORC Venture, ORC has committed $200 million for acquisitions of certain
other mall and anchored lifestyle retail properties that GPLP offers to the ORC
Venture in addition to the Puente acquisition, its initial
acquisition.  The ORC Venture used $11.3 million of the $200 million
to acquire Tulsa from GPLP.  Although $188.7 million remains
available, future property acquisitions that GPLP offers to the ORC Venture must
be approved by ORC in order for the ORC Venture to utilize the
funds.  If the ORC Venture acquires additional properties using these
funds then we will operate the properties under separate management
agreements.  Under these agreements, we are entitled to management
fees, leasing commissions and other compensation including an asset management
fee and acquisition fees based upon the purchase price paid for each acquired
property.
 
 On March
24, 2004, we filed a universal shelf registration statement with the SEC ("2004
Shelf").  The 2004 Shelf permits us to engage in offerings of debt
securities, preferred and common shares, warrants, units, rights to purchase our
common shares, purchase contracts and any combination of the
foregoing.  The amount of securities registered was $400 million, all
of which is currently available for future offerings.  The 2004 Shelf
was declared effective by the SEC on April 6, 2004 and expired on December 1,
2008.  On August 29, 2008, we filed a universal shelf registration
statement to replace the 2004 Shelf.  The SEC declared this
registration statement effective on January 29, 2009.  This
registration statement permits us to engage in offerings of up to $400 million
of the same classes of securities as registered under the expired 2004
Shelf.
 
 Cash
Activity
 
 For
the Year Ended December 31, 2008
 
 Net cash
provided by operating activities was $93.7 million for the year ended December
31, 2008.
 
 Net cash
used in investing activities was $128.0 million for the year ended December 31,
2008.  During the period, we spent $95.4 million on our investment in
real estate.  Of this amount, $67.9 million was primarily spent
renovating and constructing additional GLA, including $36.3 million to fund the
addition of a lifestyle component at Polaris.  We also spent $12.4
million in additional renovations at Northtown Mall primarily to add an L.A.
Fitness and Herberger’s.  We spent $4.1 million to expand The Mall at
Johnson City, $3.6 million for redevelopment at Ashland Town Center and $8.0
million for expansions at Lloyd Center.  We also spent $13.1 million
to re-tenant existing spaces at various Properties.  The remaining
amounts were spent on operational capital expenditures.  We invested
$81.4 million in our unconsolidated real estate entities.  Of this
amount $57.0 million was attributed to our Scottsdale Quarter development.
 The investment was used to fund the initial construction activity of this
development.  We also funded $23.5 million in Puente representing our
proportionate share of mortgage debt that was repaid when the lender and the
Company did not agree on the syndication terms of the
loan.  Offsetting these cash expenditures, we received $39.3 million
in distributions from our unconsolidated real estate entities.  Of
this amount $36.5 million relates to a return of our preferred investment in the
Scottsdale Quarter development.  The remaining distributions came from
our investment in both Puente and Tulsa.  Also, we received $9.5
million from the sale of Knox Village Plaza, located in Mount Vernon,
Ohio.  Lastly we received $6.1 million in proceeds from the sale of
outparcels.
 
 37
 Table of Contents
 Net cash
provided by financing activities was $29.8 million for the year ended December
31, 2008.  During 2008, we received $122.3 million in loan proceeds
from the mortgage loan on Colonial Park Mall, Morgantown Mall and Northtown
Mall.  Also, we received $62.1 million under our Credit Facility.
These proceeds were used primarily to fund our development activities at both
our wholly-owned and joint venture Properties.  Offsetting these
increases to cash, we made $76.4 million of principal payments on existing
mortgage debt.  Of this amount, a $50.7 million principal payment was
made on the Morgantown Mall mortgage debt in November 2008.  In
addition, $8.6 million was utilized to repay the mortgage on Knox Village
Square, which matured in February 2008.  Regularly scheduled principal
payments on existing mortgages of $17.1 million were also made during the
year.  We also paid $76.1 million in dividends to holders of our
Common Shares, OP Units, and preferred shares.
 
 For
the Year Ended December 31, 2007
 
 Net cash
provided by operating activities was $102.7 million for the year ended December
31, 2007.
 
 Net cash
provided by investing activities was $65.9 million for the year ended December
31, 2007.  During 2007, we sold four of our Mall
Properties:  Almeda Mall, Montgomery Mall, Northwest Mall and
University Mall. These sales were part of our corporate strategy to upgrade the
quality of our portfolio.  We also sold a vacant anchor store at Ohio
River Plaza.  Overall, we received $205.4 million for these sales.
Offsetting this increase to cash was our $95.5 million investment in real
estate.  Of this amount, we spent $45.5 million on redevelopment
projects. We have spent $9.4 million at Polaris for the addition of a lifestyle
component.  Also, we spent $12.9 million at The Mall of Johnson City,
the majority of which is for a Dick’s Sporting Goods, as well as $5.1 million
for the construction of a diner at Jersey Gardens Center.  We spent
$3.2 million at Grand Central Mall for the Mid Ohio Medical Center in the former
Kroger building.  We also spent $11.6 million for renovations with no
incremental increase in GLA, the majority of which was spent at Lloyd Center for
Nordstrom as well as the interior renovation to that Property.  We
spent $16.2 million on replacing existing in-line and anchor space. Furthermore
we spent $5.7 million on new developments.  Of this amount, $5.0
million was contributed to Vero Beach Fountains, LLC, a consolidated joint
venture for the potential retail development in Vero Beach, Florida, for a 50%
interest in the venture.  The remaining amounts were spent on
operational capital expenditures. On October 9, 2007, we purchased Merritt for
$30.0 million in cash and the assumption of $57.0 million of outstanding
mortgage debt.  Lastly, during 2007 we spent $11.6 million on our
investment in joint ventures.  Of this, $5.8 million was used for
renovation activity at Puente.  Another $4.5 million was invested in
our Scottsdale Quarter development.
 
 Net cash
used in financing activities was $158.2 million for the year ended December 31,
2007.  During 2007, we repaid $107.2 million of principal on existing
mortgage debt.  This includes debt in the amount of $57.7 million
extinguished in connection with the sale of Montgomery Mall, Almeda Mall and
Northwest Mall.  We also repaid an existing mortgage note at Colonial
Park Mall in the amount of $32.0 million.  The remaining mortgage
payments were part of normal principal amortization payments.  We also
paid $94.7 million in dividends to holders of our Common Shares, OP Units, and
preferred shares.  Offsetting these cash expenditures was $28.0
million we received from borrowings on our Credit Facility.
 
 For
the Year Ended December 31, 2006
 
 Net cash
provided by operating activities was $96.2 million for the year ended December
31, 2006.
 
 Net cash
used in investing activities was $108.9 million for the year ended December 31,
2006. On January 17, 2006, we purchased Tulsa for $55.7
million.  This Property was wholly owned until March 14, 2006 when we
received $11.3 million upon transfer of this Property to the ORC
Venture.  Also, we paid $77.1 million towards our investment in real
estate.  Of this amount, we spent $29.2 million on construction of
additional GLA and interior renovations, primarily at The Dayton Mall, Eastland
Ohio, Northtown Mall, and Lloyd Center.  We also spent $21.4 million
on tenant improvements to re-tenant existing spaces. Another $9.4 million was
spent on operational capital expenditures.  The remaining amounts
pertain to corporate projects, capitalized wages, real estate taxes and
interest. We also invested $13.3 million in our unconsolidated
properties.  During September 2006, we paid $1.9 million to enter into
a joint venture in Surprise, Arizona to develop a 27,000 square foot retail
development (“Surprise Venture”).  During December 2006, we invested
$10.3 million in our Scottsdale Quarter development.  We also
increased our investment in Puente by $1.0 million to fund that Property’s
ongoing redevelopment program.  Offsetting these cash expenditures was
the receipt of $24.7 million in connection with the sale of seven non-strategic
Community Center assets and $6.8 million received from the sale of
outparcels.
 
 38
 Table of Contents
 Net cash
provided by financing activities was $16.6 million for the year ended December
31, 2006.  During 2006, we received $168.3 million from the issuance
of new mortgage debt.  This increase was primarily the result of the
$35.0 million mortgage on Tulsa entered into subsequent to our acquisition of
that particular Mall and the $133.0 million of new mortgage debt associated with
the refinancings of Weberstown Mall, Eastland Ohio, and Great
Mall.  We also received net proceeds of $122.0 million from our Credit
Facility. These proceeds were used primarily to fund our initial investments in
both our Surprise Venture and Scottsdale Quarter joint venture.  We
also used these proceeds to defease our University Mall mortgage
debt.  Offsetting these increases to cash were principal payments of
$179.5 million relating to mortgage loans.  During 2006, we repaid
mortgage debt totaling $153.6 million associated with University Mall,
Weberstown Mall, Eastland Ohio, and Great Mall.  We also repaid $7.7
million of mortgage debt associated with Properties sold during
2006.  The remaining payments were normal principal payments
associated with mortgage debt.  Lastly, we paid $93.8 million in
dividend distributions to holders of our Common Shares, OP Units, and preferred
shares.
 
 Financing Activity -
Consolidated
 
 Total
debt increased by $107.7 million during 2008.  The change in
outstanding borrowings is summarized as follows (in thousands):
 
 Mortgage
                  
                  
                  Notes
                  
                  
                  TotalNotes
                  
                  
                  Payable
                  
                  
                  DebtDecember
      31, 2007
                  
                  $
                  1,252,210
                  
                  
                  $
                  300,000
                  
                  
                  $
                  1,552,210New
      mortgage debt
                  
                  
                  122,250
                  
                  
                  
                  -
                  
                  
                  
                  122,250Repayment
      of debt
                  
                  
                  (59,374
                  )
                  
                  
                  -
                  
                  
                  
                  (59,374
                  )Debt
      amortization payments in 2008
                  
                  
                  (17,063
                  )
                  
                  
                  -
                  
                  
                  
                  (17,063
                  )Amortization
      of fair value adjustment
                  
                  
                  (167
                  )
                  
                  
                  -
                  
                  
                  
                  (167
                  )Net
      borrowings, line of credit
                  
                  
                  -
                  
                  
                  
                  62,097
                  
                  
                  
                  62,097December
      31, 2008
                  
                  $
                  1,297,856
                  
                  
                  $
                  362,097
                  
                  
                  $
                  1,659,953
 
 During
2008, we entered into three new financing arrangements and paid off two
loans.  On April 23, 2008, the Company entered into a loan agreement
to borrow $42.3 million (the “Colonial Loan”).  The Colonial Loan is
represented by a promissory note secured by a first mortgage lien and assignment
of leases and rents on Colonial Park Mall.  The Colonial Loan has a
floating interest rate of LIBOR plus 1.65% per annum and a maturity date of
April 23, 2011.  The interest rate for the Colonial Loan was
subsequently fixed at 4.72% per annum through an interest rate protection
agreement.  The Colonial Loan requires the Company to make interest
only periodic payments with all of the remaining principal accrued interest
being due and payable at the maturity date.  The proceeds of the
Colonial Loan were used to reduce borrowings outstanding on our Credit
Facility.  On October 14, 2008, the Company entered into a loan
agreement to borrow $40.0 million (the “Morgantown Loan”).  The
Morgantown Loan is represented by a promissory note secured by a first mortgage
lien and assignment of leases and rents on Morgantown Mall.  The
Morgantown Loan has a floating interest rate of LIBOR plus 3.50% per annum and a
maturity date of October 13, 2011.  The interest rate for the
Morgantown Loan was subsequently fixed at 6.52% per annum for two years through
an interest rate protection agreement.  The Morgantown Loan requires
the Company to make principal and interest periodic payments with all of the
remaining principal and accrued interest being due and payable at the maturity
date.  The proceeds of the Morgantown Loan were used to payoff the
existing loan on Morgantown Mall and Morgantown Commons.  On October
22, 2008, the Company entered into a loan agreement to borrow $40.0 million (the
“Northtown Loan”).  The Northtown Loan is represented by a promissory
note secured by a first mortgage lien and assignment of leases and rents on
Northtown Mall.  The Northtown Loan has a floating interest rate of
LIBOR plus 3.00% per annum and a maturity date of October 21,
2011.  The interest rate for the Northtown Loan was subsequently fixed
at 6.02% per annum through an interest rate protection agreement at
6.02%.  The Northtown Loan requires the Company to make interest only
periodic payments with all outstanding principal and accrued interest being due
and payable at the maturity date.  The proceeds of the Northtown Loan
were used to reduce borrowings outstanding on our Credit Facility.  On
February 11, 2008, we repaid $8.6 million of fixed rate debt in connection with
extinguishing the Knox Village Square mortgage.  During the year, we
borrowed $62.1 million from our Credit Facility.  Of this amount, we
used $23.5 million to repay our proportionate share of the loan on Puente within
the ORC Venture.  The loan amount was reduced from $90.0 million to
$45.0 million because the Company and lender were unable to agree on syndication
terms for the loan.  We also increased our preferred contributions to
fund the Scottsdale Quarter development by $20.5 million, and the remaining
amounts were primarily used to fund the Company’s construction and redevelopment
activities.
 
 39
 Table of Contents
 At
December 31, 2008, our mortgage notes payable were collateralized with first
mortgage liens on 20 Properties having a net book value of $1,464.6
million.  We also owned four unencumbered Properties and other
corporate assets having a net book value of $149.7 million at that
date.  Certain of our loans are subject to guarantees and financial
covenants.
 
 Financing Activity –
Unconsolidated Real Estate Entities
 
 Total
debt related to our unconsolidated real estate entities increased by $25.1
million during 2008.  The change in outstanding borrowings is
summarized as follows (in thousands):
 
 Mortgage
                          Notes
                        
                        
                        GRT
                          ShareDecember
      31, 2007
                        
                        $
                        123,203
                        
                        
                        $
                        64,018New
      mortgage debt
                        
                        
                        155,934
                        
                        
                        
                        79,767Repayment
      of debt
                        
                        
                        (130,239
                        )
                        
                        
                        (67,724
                        )Debt
      amortization payments in 2008
                        
                        
                        (645
                        )
                        
                        
                        (336
                        )Amortization
      of fair value adjustment
                        
                        
                        81
                        
                        
                        
                        42December
      31, 2008
                        
                        $
                        148,334
                        
                        
                        $
                        75,767
 
 On
November 5, 2007, the Surprise Venture closed on a $7.2 million construction
loan (“Surprise Loan”).  The Surprise Loan bears interest at a rate of
LIBOR plus 175 basis points and matures on October 1, 2009 with one 12 month
extension available.  As of December 31, 2008, $4.6 million (of which
$2.3 million represents GRT’s 50% share) was drawn under the construction
loan.
 
 On
November 30, 2007, a $220 million construction loan (“Scottsdale Loan”) was
closed to fund the Scottsdale Quarter development.  The loan bears
interest at LIBOR plus 150 basis points and matures on May 29, 2011 with two 12
month extensions available subject to satisfaction of certain conditions by the
borrower.  As of December 31, 2008, $63.8 million (of which $31.9
million represents GRT’s 50% share) was drawn under the construction
loan.  The venture also entered into an interest rate protection
agreement that effectively fixes 70% of the outstanding loan amount at an
interest rate of 5.44% per annum through the loan’s maturity
date.  The notional amount of the derivative will increase to
correspond to the amount of the construction loan over its term.
 
 On June
3, 2008, the ORC Venture entered into a loan agreement to borrow $90.0 million
(the “Puente Loan”).  The Puente Loan is evidenced by a promissory
note and secured by a first priority mortgage and assignment of Puente’s lease
and rents.  The Puente Loan has a floating interest rate of LIBOR plus
2.35% per annum and a maturity date of June 1, 2010 with two 12 month extensions
available subject to the satisfaction of certain conditions by the
borrower.  An interest rate protection agreement was executed that
effectively fixed the rate on 50% of the outstanding loan amount at 5.61% per
annum.  The Puente Loan requires the ORC Venture to make interest only
periodic payments with all outstanding principal and accrued interest being due
and payable at the maturity date.  The proceeds of the Puente Loan
were used to payoff the previous $85 million loan.  Under the
agreement, the lender had the right to syndicate the loan within 60 days of
closing and to require changes in the terms and conditions of the loan,
including changes in interest rate and term, to facilitate the
syndication.  The lender intended to retain $45 million of the
outstanding amount under the loan and syndicate the balance.  The ORC
Venture was not satisfied with the terms of the syndication, and accordingly
paid down the loan by $45 million.
 
 At
December 31, 2008, the mortgage notes payable associated with ORC Properties
were collateralized with first mortgage liens on two Properties having a net
book value of $242.3 million.  At December 31, 2008, the construction
notes payable were collateralized with first mortgage liens on two Properties
having a net book value of $126.0 million.
 
 40
 Table of Contents
 Contractual
Obligations and Commitments
 
 The
following table shows the Company’s contractual obligations and commitments as
of December 31, 2008 related to our consolidated operations as well as our
pro-rata share of our obligations under our arrangements with unconsolidated
real estate entities (in thousands):
 
 Consolidated
      Obligations and Commitments:
                      
                      Total
                      
                      
                      2009
                      
                      
                      
                      2010-2011
                      
                      
                      
                      2012-2013
                      
                      
                      ThereafterLong-term
      debt (includes interest payments)
                      
                      $
                      2,011,734
                      
                      
                      $
                      205,947
                      
                      
                      $
                      762,270
                      
                      
                      $
                      487,661
                      
                      
                      $
                      555,856Distribution
      obligations
                      
                      
                      19,174
                      
                      
                      
                      19,174
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -OP
      Unit redemptions
                      
                      
                      9,317
                      
                      
                      
                      9,317
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Lease
      obligations
                      
                      
                      6,389
                      
                      
                      
                      1,147
                      
                      
                      
                      1,608
                      
                      
                      
                      1,260
                      
                      
                      
                      2,374Tenant
      allowances
                      
                      
                      8,990
                      
                      
                      
                      8,990
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Purchase
      obligations
                      
                      
                      13,306
                      
                      
                      
                      13,306
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Total
      consolidated obligations and commitments
                      
                      $
                      2,068,910
                      
                      
                      $
                      257,881
                      
                      
                      $
                      763,878
                      
                      
                      $
                      488,921
                      
                      
                      $
                      558,230Pro-rata Share
      of Joint Venture Obligations:
                      
                      Total
                      
                      
                      2009
                      
                      
                      
                      2010-2011
                      
                      
                      
                      2012-2013
                      
                      
                      ThereafterGround
      lease obligation
                      
                      $
                      138,284
                      
                      
                      $
                      2,679
                      
                      
                      $
                      5,478
                      
                      
                      $
                      5,644
                      
                      
                      $
                      124,483Long-term
      debt (includes interest payments)
                      
                      
                      168,289
                      
                      
                      
                      26,400
                      
                      
                      
                      141,889
                      
                      
                      
                      -
                      
                      
                      
                      -Tenant
      allowances
                      
                      
                      3,754
                      
                      
                      
                      3,754
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Purchase
      obligations
                      
                      
                      19,397
                      
                      
                      
                      19,397
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Total
      pro-rata share of joint venture obligations
                      
                      $
                      329,724
                      
                      
                      $
                      52,230
                      
                      
                      $
                      147,367
                      
                      
                      $
                      5,644
                      
                      
                      $
                      124,483
 
 Consolidated Obligations and
Commitments
 
 Long-term
debt obligations are shown including both scheduled interest and principal
payments.  The nature of the obligations is disclosed in the Notes to
the consolidated financial statements.
 
 At
December 31, 2008, we had the following obligations relating to dividend
distributions.  In the fourth quarter of 2008, the Company declared
distributions of $0.32 per Common Share ($13.1 million), to be paid during the
first quarter of 2009.  The Series F Cumulative Preferred Shares of
Beneficial Interest (“Series F Preferred Shares”) and the Series G Cumulative
Preferred Shares of Beneficial Interest (“Series G Preferred Shares”) are not
required to be redeemed and therefore, the dividends on those shares may be paid
in perpetuity.  However, because the Series F Preferred Shares became
redeemable at our option on August 25, 2008, the obligation for the dividends
for the Series F Preferred Shares are included in the contractual obligations
through December 31, 2008.  Also, as the Series G Preferred Shares are
redeemable at our option on or after February 23, 2009, the obligation for the
dividends for the Series G Preferred Shares are also included in the contractual
obligations through that date.  The total dividend obligation for the
Series F Preferred Shares and Series G Preferred Shares is $1.3 million and $4.8
million, respectively.
 
 At
December 31, 2008, there were approximately 3.0 million OP Units
outstanding.  These OP Units are redeemable, at the option of the
holders, beginning on the first anniversary of their issuance.  The
redemption price for an OP Unit shall be, at the option of GPLP, payable in the
following form and amount: (a) cash at a price equal to the fair market value of
one Common Share of the Company or (b) Common Shares at the exchange ratio of
one share for each OP Unit.  The fair market value of the OP Units
outstanding at December 31, 2008 is $9.3 million based upon a per unit value of
$3.12 at December 31, 2008, (based upon a five-day average of the Common Stock
price from December 23, 2008 to December 30, 2008).
 
 Lease
obligations include both our capital and operating lease
obligations.  Capital lease obligations are for security equipment and
generators at various Properties and are included in accounts payable and
accrued expenses in the consolidated balance sheet.  Operating lease
obligations are for office space, ground leases, phone systems, office
equipment, computer equipment and other miscellaneous items.  The
obligation for these leases at December 31, 2008 was $6.4
million.
 
 At
December 31, 2008, we had executed leases committing to $9.0 million in tenant
allowances.  The leases will generate gross rents of approximately
$46.6 million over the original lease term. Purchase obligations relate
primarily to construction contract commitments.
 
 41
 Table of Contents
 Commercial
Commitments
 
 The
Credit Facility terms are discussed in Note 6 to the consolidated financial
statements.
 
 Pro-rata share of joint
venture obligations
 
 The
long-term debt obligation is our pro-rata share of the scheduled payments of
interest and principal related to our loans at Puente and Tulsa.  The
construction loan obligation is our pro-rata share of the scheduled payments of
principal and interest related to the loan at our Surprise Venture
project.  The tenant allowances relate to both the ORC Venture and the
Scottsdale Venture for tenants who have signed leases at our Puente, Scottsdale
Quarter, and Tulsa Properties.  Our pro-rata share of purchase
obligations primarily relate to construction commitments for our
redevelopment/development work at Puente, Scottsdale Quarter, and Surprise Town
Square.
 
 In the
second quarter of 2006, the Company announced the Scottsdale Venture, a joint
venture between GPLP and WC Kierland Crossing, LLC, an affiliate of the Wolff
Company.  The parties will conduct the operations of Scottsdale
Quarter through a limited liability company (“LLC Co.”) of which GPLP is the
managing member.  LLC Co. will coordinate and manage the construction
of Scottsdale Quarter.  As of December 31, 2008, GPLP has made capital
contributions of approximately $35.3 million to LLC Co. and holds a 50% common
interest in LLC Co. on a $10.8 million of our investment and has a preferred
interest on a $24.5 million of our investment in LLC Co.  Upon
completion of the Scottsdale Quarter development, LLC Co. will own and operate
(on land subject to a ground lease, the landlord of which is an affiliate of
Wolff Company, under which LLC Co. is the tenant) the Scottsdale Quarter
development.  Related to the Scottsdale Venture, the Company and LLC
Co. have the following commitments:
 
 o
              Letters of Credit:GPLP
      has provided for LLC Co. a letter of credit in the amount of $20.0 million
      to serve as security under the ground lease for the construction of
      Scottsdale Quarter. GPLP shall maintain the letter of credit for LLC Co.
      until substantial completion of the construction of Scottsdale Quarter
      occurs. GPLP has also provided a letter of credit for LLC Co. in the
      amount of $1.026 million as collateral for fees and claims arising from
      the owner controlled insurance program that is in place during
      construction. In addition, letters of credit totaling $2.6 million have
      been provided by LLC Co. to tenants as collateral for tenant allowances
      due upon completion of their
spaces.
 
 o
              Ground Lease
      Payment:LLC Co. shall make rent payments under a ground
      lease executed as part of the Scottsdale Venture.  The initial
      base rent under the ground lease is $5.2 million per year during the first
      year of the lease term and shall be periodically increased 1.5% to 2%
      during the lease term until the fortieth year of the lease term and marked
      to market thereafter (“Base Rent”).  Additionally, LLC Co. has
      provided the landlord with a security deposit consisting of a portfolio of
      U.S. government securities valued at approximately $19 million (the
      “Deposit”) which will be used to make Base Rent payments under the ground
      lease for the first forty-seven months of the ground lease’s initial
      term.  After the first forty-seven months of the ground lease’s
      initial term, any remaining portion of the Deposit shall be returned to
      LLC Co.
 
 o
              Property
      Purchase:LLC Co. will purchase certain retail units
      consisting of approximately 70,000 square feet in a condominium to be
      built by entities unaffiliated with the Company on property adjoining the
      ground leased premises at a price of $181 per square
  foot.
 
 o
              Loan Guaranty:GPLP has
      provided a Limited Payment and Performance Guaranty under which it
      provides a limited guarantee of LLC Co.'s repayment obligations under the
      construction loan agreement that ranges from 10-50% of the outstanding
      loan amount, based upon the achievement of certain financial performance
      ratios under the Scottsdale Quarter construction loan
      agreement.
 
 Capital
Expenditures
 
 We plan
our capital expenditures by considering various factors such as: return on
investment, our five-year capital plan for major facility expenditures such as
roof and parking lot repairs, and tenant construction allowances based upon the
economics of the lease terms and cash available for making such
expenditures.  We categorize our capital expenditures into two broad
categories, development and property capital expenditures.  The
development capital expenditures relate to incremental revenues associated with
new developments, creation of new GLA at our existing Properties, and renovation
of existing Properties.  Property capital expenditures are those
expenditures associated with maintaining the current income stream and are
generally expenditures made to maintain the Properties and to replace tenants
for spaces that have been previously occupied.  Capital expenditures
are generally accumulated into a project and classified as “developments in
progress” on the consolidated balance sheet until such time as the project is
completed.  At the time the project is complete, the dollars are
transferred to the appropriate category on the balance sheet and are depreciated
on a straight-line basis over the estimated useful life of the
asset.  Our new development spending primarily relates to our share of
the investment in our Scottsdale Quarter development.
 
 42
 Table of Contents
 Our
redevelopment expenditures relate primarily to the following projects: our new
lifestyle component at Polaris; the addition of a new L.A. Fitness junior anchor
at both our Lloyd Center in Portland, Oregon, and Northtown Mall in Blaine,
Minnesota; as well as anchor store redevelopments at The Mall at Johnson City in
Johnson City, Tennessee, Ashland Town Center in Ashland, Kentucky, and Northtown
Mall.
 
 The table
below provides the amount we spent on our capital expenditures (amounts in
thousands) at December 31, 2008.
 
 Capital
      Expenditures for the Year Ended December 31, 2008Joint
      VentureConsolidated
                                  
                                  
                                  ProportionateProperties
                                  
                                  
                                  Share
                                  
                                  
                                  TotalDevelopment Capital
      Expenditures:New
      developments
                                  
                                  $
                                  661
                                  
                                  
                                  $
                                  45,369
                                  
                                  
                                  $
                                  46,030Redevelopment
      projects
                                  
                                  $
                                  67,903
                                  
                                  
                                  $
                                  332
                                  
                                  
                                  $
                                  68,235Renovation
      with no incremental GLA
                                  
                                  $
                                  212
                                  
                                  
                                  $
                                  193
                                  
                                  
                                  $
                                  405Property Capital
    Expenditures:Tenant
      improvements and tenant allowances:Anchor
      replacement
                                  
                                  $
                                  2,573
                                  
                                  
                                  $
                                  491
                                  
                                  
                                  $
                                  3,064Non-anchor
      replacement
                                  
                                  
                                  10,499
                                  
                                  
                                  
                                  464
                                  
                                  
                                  
                                  10,963Operational
      capital expenditures
                                  
                                  
                                  3,815
                                  
                                  
                                  
                                  421
                                  
                                  
                                  
                                  4,236Total
      Property Capital Expenditures
                                  
                                  $
                                  16,887
                                  
                                  
                                  $
                                  1,376
                                  
                                  
                                  $
                                  18,263
 
 Off-Balance Sheet
Arrangements
  We have
an ownership interest in the Scottsdale Venture, which is a joint venture to
construct and manage Scottsdale Quarter.  A more detailed description
of this joint venture, including the Company’s interest and investments in the
joint venture, is available under the heading “Pro rata share of joint venture
obligations” in this Management’s Discussion and Analysis of Financial Condition
and Results of Operations and in Note 12 to our Consolidated Financial
Statements included herein.  The Scottsdale Venture was determined to
be a variable interest entity in accordance with Financial Accounting Standards
Board Interpretation No. 46(R) and the Company has determined that it is not the
primary beneficiary.  This investment is accounted for using the
equity method of accounting and is included in “Investment in and advances to
unconsolidated real estate entities, net” in the Company’s consolidated balance
sheets.
  GPLP, an
affiliate of GRT, has provided certain guarantees for the Scottsdale Venture
relating to repayment obligations under the construction loan agreement that
range from 10-50% of the outstanding loan amount, based upon the achievement of
certain financial performance ratios under the Scottsdale Venture construction
loan agreement.  As of December 31, 2008 the Scottsdale Venture has
borrowed $63.762 million on the construction loan.  Based upon the
financial performance ratios in the guarantee agreement, GPLP’s guarantee is
50%, or $31.931 million, at December 31, 2008.  GPLP also has a
performance guarantee to construct the development.  The dollar amount
of such guarantee cannot be quantified and therefore is not included in the
amounts listed above.  The pro rata share of the mortgage debt on the
Scottsdale Quarter development is shown in "Item 2.
Properties."
  GPLP, an
affiliate of GRT, has provided a letter of credit in the amount of $20.0 million
to serve as security under the ground lease for the construction of Scottsdale
Quarter.  GPLP, shall maintain the letter of credit until construction
is substantially complete.  GPLP has also provided a letter of credit
in the amount of $1.026 million as collateral for fees and claims arising from
the owner controlled insurance program that is in place during the construction
period.  The funds for this letter of credit originated from the
Credit Facility.  Additionally, letters of credit totaling $2.6
million have been provided by the Scottsdale Venture entity, LLC Co., to tenants
as collateral for tenant allowances due upon completion of their
spaces.  We do not believe that the letters of credit or guarantee
will result in any liability to GRT or its affiliates.
 
 43
 Table of Contents
 Information
regarding GPLP’s maximum exposure to loss at December 31, 2008 for the
aforementioned guarantee and letters of credit is set forth in Noted 12 to our
Consolidated Financial Statements included herein.
 
 Expansion,
Renovation and Development Activity
 
 We
continue to be active in expansion, renovation and development
activities.  Our business strategy is to enhance the quality of the
Company’s assets, with the expectation that it will lead to improved cash flow
and greater shareholder value.
 
 Expansions and
Renovations
 
 We
maintain a strategy of selective expansions and renovations in order to improve
the operating performance and the competitive position of our existing
portfolio.  We also engage in an active redevelopment program with the
objective of attracting innovative retailers, which we believe will enhance the
operating performance of the Properties. We anticipate funding our expansions
and renovations projects with the net cash provided by operating activities, the
funds available under our Credit Facility, construction financing, long-term
mortgage debt, and proceeds from the sale of assets.
 
 Malls
 
 The
redevelopment project at Polaris centers around redevelopment of a former
Kauffman’s department store site, which we purchased from Macy’s, Inc. in the
second quarter of 2007. We recently completed construction of our $52 million
addition of 160,000 square feet of open-air retail space at
Polaris.  In 2008, several of the new retail stores opened in this
project, including The Cheesecake Factory, Barnes & Noble, Buckeye Corner,
Godfrey’s, New Balance, The Pub, and Schakolad Chocolate.  Stores with
scheduled openings in 2009 include Benihanna, Dave & Busters, Forever 21 and
Sweet & Sassy.  We have over 90% of the space committed through
signed leases.  We are planning on placing mortgage debt on the
Polaris expansion in the coming months.
 
 We are in
the process of redeveloping The Mall at Johnson City in Johnson City,
Tennessee.  A new Dick’s Sporting Goods store opened in September
2007.  The JC Penney store has been remodeled and has expanded 35,000
square feet in September 2008.  We are also converting a former
Goody’s anchor store to in-line stores, including retailers such as Forever 21
and Victoria’s Secret.
 
 At
Ashland Town Center, JCPenney moved into their new prototype on the former
Wal-Mart parcel. The new store opening was a huge success.  We will
backfill their former space with a second Belk anchor store. A new Cheddar’s
restaurant opened during the second quarter of 2008.
 
 At
Northtown Mall, a new Herberger’s department store opened in September
2008.  The addition of Herberger’s, a fashion anchor, in this market
is a significant step forward for the center.  Also, a new
L.A. Fitness Center opened in July 2008 as a junior anchor
store.
 
 Developments
 
 One of
our objectives is to enhance portfolio quality by developing new retail
properties.  Our management team has developed over 100 retail
properties nationwide and has significant experience in all phases of the
development process including site selection, zoning, design, pre-development
leasing, construction financing, and construction management.
 
 Our
Scottsdale Quarter development will be an approximately 620,000 square feet
complex of gross leasable space consisting of approximately 420,000 square feet
of retail space with approximately 200,000 square feet of additional office
space constructed above the retail units.  The Scottsdale Venture
plans to invest approximately $250 million in this project.  The
stabilized return is expected to yield 8%.  The Scottsdale Venture has
retained a third party company to lease the office portion of the
complex.  Our Scottsdale Quarter development will be adjacent to a
hotel and residential complex that will be developed independently by affiliates
of the Wolff Company, an affiliate of which is our joint venture partner in this
development.  Once completed, we anticipate that the Scottsdale
Quarter development will be a dynamic, outdoor urban environment featuring
sophisticated architectural design, comfortable pedestrian plazas, a grand
central park space, and a variety of upscale shopping, dining and entertainment
options.  The Scottsdale Quarter development will be funded primarily
by the proceeds from the Scottsdale Loan as discussed in our financing
activities.  We are pleased with the tenant mix and overall leasing
progress made on Scottsdale Quarter.  Between signed leases and
letters of intent, we have over 70% of the retail space
addressed.  Also, we have signed leases for 37% of the office
space.
 
 44
 Table of Contents
 The
Scottsdale Venture entered into a long-term ground lease for property on which
the project will be constructed.  We own a 50% common interest in the
Scottsdale Venture and will operate and lease the retail portion of the project
under a separate management agreement.
 
 Our
Surprise Venture has nearly completed the construction of 25,000 square feet of
new retail space in Surprise, Arizona (northwest of Phoenix).  The
development’s first restaurant opened in September 2008.
 
 We also
continue to work on a pipeline of future development opportunities beyond the
Scottsdale Quarter development and the Surprise Venture.   While
we do not intend to move forward in the short term with any additional
development, we believe it is critical to maintain opportunities without
obligating the Company.
 
 Portfolio
Data
 
 The table
below reflects Mall sales per square foot (“Sales PSF”) for those tenants (in
stores less than 10,000 square feet) reporting sales for the twelve-month period
ended December 31, 2008.  The table excludes our held-for-sale malls
and includes our joint venture malls.  The percentage change is based
on those tenants reporting sales (“Same Store”) for the twenty-four month period
ended December 31, 2008.
 
 Average
                  
                  Same
      StoreSales
      PSF
                  
                  %
      ChangeAnchors
                  
                  $152
                  
                  (4.5)%Stores
      (1)
                  
                  $348
                  
                  (4.0)%Total
                  
                  $245
                  
                  (4.4)%
 
 (1)   Sales PSF for Mall
Stores exclude outparcel and licensing agreement sales.
 
 Average
mall store sales for the 12 months ended December 31, 2008 were $348 per square
foot, a 3% decrease from the $360 per square foot reported for the twelve months
ended December 31, 2007.  Comparable stores sales, which include only
those stores open for the twelve months ended December 31, 2008 and the same
period of 2007, decreased approximately 4%.  Retail sales were down
for many national retailers due to the general market and economic factors
during the 2008 holiday season.
 
 Portfolio
occupancy statistics by property type are summarized below:
 
 Occupancy(1)12/31/08
                          
                          9/30/08
                          
                          6/30/08
                          
                          3/31/08
                          
                          12/31/07Core Malls (2):Mall
      Anchors
                          94.0%
                          
                          98.6%
                          
                          97.3%
                          
                          97.8%
                          
                          97.8%Mall
      Stores
                          94.4%
                          
                          93.1%
                          
                          92.3%
                          
                          92.7%
                          
                          94.2%Total
      Consolidated Mall Portfolio
                          94.1%
                          
                          96.6%
                          
                          95.5%
                          
                          95.9%
                          
                          96.5%Mall Portfolio – including Joint Ventures(3):Mall
      Anchors
                          93.8%
                          
                          98.2%
                          
                          97.4%
                          
                          97.8%
                          
                          97.8%Mall
      Stores
                          93.8%
                          
                          92.6%
                          
                          91.9%
                          
                          92.4%
                          
                          93.8%Total
      Mall Portfolio
                          93.8%
                          
                          96.2%
                          
                          95.4%
                          
                          95.8%
                          
                          96.3%Wholly-owned Community
    Centers:Community
      Center Anchors
                          89.1%
                          
                          88.3%
                          
                          94.8%
                          
                          91.0%
                          
                          88.2%Community
      Center Stores
                          88.5%
                          
                          88.9%
                          
                          88.9%
                          
                          83.2%
                          
                          86.1%Total
      Community Center Portfolio
                          89.0%
                          
                          88.5%
                          
                          93.1%
                          
                          88.9%
                          
                          87.7%
 
 45
 Table of Contents
 (1)
              Occupied
      space is defined as any space where a tenant is occupying the space or
      paying rent at the date indicated, excluding all tenants with leases
      having an initial term of less than one
year.
 (2)
              Excludes
      the Company’s held-for-sale malls and joint
  ventures.
 (3)
              Excludes
      the Company’s held-for-sale malls.
 
 Core Mall
store occupancy increased to 94.4% at December 31, 2008 from 94.2% at December
31, 2007.  Core Mall anchor store occupancy decreased to 94.0% at
December 31, 2008 from 97.8% at December 31, 2007.  The decrease in
our anchor occupancy primarily relates to the bankruptcies and subsequent store
closures of Steve & Barry’s, Circuit City, and Linen &
Things.
 
 Information
Technology
 
 During
2008, we implemented Paycor as our new payroll service provider.  This
new platform will create efficiencies in time and attendance reporting and human
resource management.  We also implemented OnBase as our document
imaging solution in our accounts payable department.  The system has
created efficiencies with the processing of accounts payable documents as they
are routed electronically throughout our organization for
approval.  This system will diminish our need for the storage of
documents as well as increase the timeliness of their retrieval. These key
technology initiatives have established the platform for enhanced productivity
and internal management reporting.
 
 Accounting
Pronouncements
 
 In late
2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141R, a
revision of SFAS No. 141, “Accounting for Business
Combinations.”  This standard expands the use of fair value principles
as well as the treatment of pre-acquisition costs.  This standard is
effective for fiscal years beginning after December 5, 2008 (and thus
acquisitions after December 31, 2008).  The Company believes that it
will not have a material effect on its Company’s financial position and results
of operations.
 
 In late
2007, the FASB issued SFAS No. 160, “Reporting for Minority
Interests.”  Currently, minority interest is not part of shareholders’
equity. Under SFAS No. 160, minority interest will become part of shareholders’
equity.  This change may affect key financial ratios, such as debt to
equity ratios.   This standard is effective no later than for fiscal
years beginning after December 15, 2008.  The Company anticipates that
upon adoption of Statement No. 160 in 2009, the non controlling interests in the
Operating Partnership will no longer need to be carried at zero balances in the
Company’s balance sheet.   As a result, the income or loss
allocated to these non controlling interests would be affected by their
proportionate ownership percentage of the Operating Partnership.
 
 In
February 2008, FASB issued Staff Position No. SFAS 157-2 which provides for a
one-year deferral of the effective date of SFAS No. 157, “Fair Value
Measurements,” for non-financial assets and liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis.  The Company is evaluating the impact
of this standard as it relates to the Company’s financial position and results
of operations.
 
 In
March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement
No. 133.”  This Statement amends SFAS No. 133 to provide
additional information about how derivative and hedging activities affect an
entity’s financial position, financial performance, and cash
flows.  The Statement requires enhanced disclosures about an entity’s
derivatives and hedging activities. SFAS No. 161 is effective for financial
statements issued for fiscal years beginning after November 15,
2008.  The Company is currently evaluating the application of this
Statement and anticipates the Statement will not have an effect on its results
of operations or financial position as the Statement only provides for new
disclosure requirements.
 
 In
October 2008, FASB issued Staff Position No. SFAS 157-3, which clarifies the
application of FASB SFAS No. 157 Fair Value Measurements.  Staff
Position No. SFAS. 157-3 provides guidance in determining the fair value of a
financial asset when the market for that financial asset is not
active.  The Company is evaluating the impact of this standard as it
relates to the Company’s financial position and results of
operations.
 
 46
 Table of Contents
 Item7A.    Quantitative and Qualitative
Disclosures About Market Risk
 
 Our
primary market risk exposure is interest rate risk.  We use interest
rate protection agreements to manage interest rate risks associated with
long-term, floating rate debt.  At December 31, 2008, approximately
86.6% of our debt, after giving effect to interest rate protection agreements,
bore interest at fixed rates with a weighted-average maturity of 4.1 years and a
weighted-average interest rate of approximately 5.8%.  At December 31,
2007, approximately 85.2% of our debt, after giving effect to interest rate
protection agreements, bore interest at fixed rates with a weighted-average
maturity of 4.9 years, and a weighted-average interest rate of approximately
6.1%.  The remainder of our debt at December 31, 2008 and December 31,
2007, bears interest at variable rates with weighted-average interest rates of
approximately 1.6% and 5.7%, respectively.
 
 At
December 31, 2008 and December 31, 2007, the fair value of our debt (excluding
our Credit Facility) was $1,302.0 million and $1,247.0 million, respectively,
compared to its carrying amounts of $1,297.9 million and $1,252.2 million,
respectively.  Our combined future earnings, cash flows and fair
values relating to financial instruments are dependent upon prevalent market
rates of interest, primarily LIBOR. Based upon consolidated indebtedness and
interest rates at December 31, 2008 and 2007, a 100 basis point increase in the
market rates of interest would decrease both future earnings and cash flows by
$2.2 million and $2.3 million, respectively.  Also, the fair value of
our debt would decrease by approximately $43.6 million and $46.4 million, at
December 31, 2008 and December 31, 2007, respectively.  A 100 basis
point decrease in the market rates of interest would increase future earnings
and cash flows by $2.2 million and $2.3 million, for the year ended December 31,
2008 and 2007, respectively, and increase the fair value of our debt by
approximately $45.9 million and $49.1 million, at December 31, 2008 and
December 31, 2007, respectively.  We have entered into certain
interest rate protection agreements which impact this analysis at certain LIBOR
rate levels (see Note 8 to the consolidated financial statements).
 
 Item8.    Financial Statements and Supplementary
Data
 
 The
consolidated financial statements and financial statement schedules of GRT and
the Report of the Independent Registered Public Accounting Firm thereon, to be
filed pursuant to this Item 8 are included in this report in
Item 15.
 
 Item9.    Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
 
 None.
 
 Item9A.  Controls and Procedures
 
 Disclosure Controls and
Procedures
 
 The
Company’s management, with the participation of the Company’s Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of the
Company’s disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) as of the end of the period covered by this report. The
Company’s disclosure controls and procedures are designed to provide reasonable
assurance that information is recorded, processed, summarized and reported
accurately and on a timely basis in the Company’s periodic reports filed with
the SEC and are effective to ensure that information that we are required to
disclose in our Exchange Act reports is accumulated, communicated to management,
and disclosed in a timely manner.  Based on such evaluation, the
Company’s Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Company’s disclosure controls and
procedures are effective to provide reasonable
assurance.  Notwithstanding the foregoing, a control system, no matter
how well designed and operated, can provide only reasonable, not absolute,
assurance that it will detect or uncover failures within the Company to disclose
material information otherwise required to be set forth in the Company’s
periodic reports.
 
 Management’s Annual Report
on Internal Control Over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles.
 
 47
 Table of Contents
 As of
December 31, 2008, management assessed the effectiveness of the Company's
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in "Internal Control -
Integrated Framework", issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
 
 Based on
this assessment, management has concluded that as of December 31, 2008, the
Company’s internal control over financial reporting was effective to provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
 
 Our
independent registered public accounting firm, BDO Seidman, LLP, assessed the
effectiveness of the Company’s internal control over financial
reporting.  BDO Seidman, LLP has issued an attestation report
concurring with management’s assessment, which is set forth below.
 
 
 48
 Table of Contents
 Report of Independent
Registered Public Accounting Firm
 on Internal Control Over
Financial Reporting
 
 
 Board of
Trustees and Shareholders
 Glimcher
Realty Trust
 Columbus,
Ohio
 
 We have
audited Glimcher Realty Trust’s internal control over financial reporting as of
December 31, 2008, based on criteria established inInternal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). Glimcher Realty Trust’s management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying “Item 9A, Management’s Annual Report on
Internal Control Over Financial Reporting.” Our responsibility is to express an
opinion on the company’s internal control over financial reporting based on our
audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audit also included performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
 
 A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 In our
opinion, Glimcher Realty Trust maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2008, based on the
COSO criteria.
 
 We also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheets of Glimcher
Realty Trust as of December 31, 2008 and 2007, and the related consolidated
statements of operations and comprehensive income, shareholders’ equity, and
cash flows for each of the three years in the period ended December 31, 2008 and
our report dated February 20, 2009 expressed  an unqualified opinion
on those consolidated financial statements.
  /s/ BDO
Seidman, LLP
 Chicago,
Illinois
 February
20, 2009
 
 
 Changes inInternal Control Over
Financial Reporting
 
 There
have not been any changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the last fiscal quarter to which this report relates that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
 
 49
 Table of Contents
 Item9B.    Other Information
 
 None.
 
 PART
III
 
 Item10.     Trustees, Executive
Officers and Corporate Governance
 
 Information
regarding trustees, board committee members, corporate governance and the
executive officers of the Registrant is incorporated herein by reference to
GRT’s definitive proxy statement to be filed with the SEC within 120 days after
the end of the year covered by this Form 10-K with respect to the Annual
Meeting.
 
 Item11.     Executive
Compensation
 
 Information
regarding executive compensation of the Company’s executive officers is
incorporated herein by reference to the Registrant’s definitive proxy statement
to be filed with the SEC within 120 days after the end of the year covered by
this Form 10-K with respect to the Annual Meeting.
 
 Item12.     Security Ownership of
Certain Beneficial Owners and Management and Related Shareholder Matters
 
 Information
regarding the Company’s equity compensation plans in effect as of December 31,
2008 is as follows:
 
 Equity
      Compensation Plan InformationPlan
      Category
                    
                    Number
      of securities to be issued upon exercise of outstanding options, warrants
      and right
                      (a)
                    
                    Weighted
      average exercise price of outstanding options, warrants and
      rights
                      (b)
                    
                    Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))
                      (c)Equity
      compensation plans approved by shareholders
                    
                    1,425,843
                    
                    $23.04
                    
                    2,494,484Equity
      compensation plans not approved by shareholders
                    
                    N/A
                    
                    N/A
                    
                    N/A
 
 Additional
information regarding security ownership of certain beneficial owners and
management of the Registrant is incorporated herein by reference to GRT’s
definitive proxy statement to be filed with the SEC within 120 days after the
end of the year covered by this Form 10-K with respect to the Annual
Meeting.
 
 Item13.     Certain Relationships and
Related Transactions, and Trustee Independence
 
 Information
regarding certain relationships, related transactions and trustee independence
of the Company is incorporated herein by reference to GRT’s definitive proxy
statement to be filed with the SEC within 120 days after the end of the year
covered by this Form 10-K with respect to the Annual Meeting.
 
 50
 Table of Contents
 Item14.     Principal Accountant Fees
and Services
 
 Information
regarding principal accountant fees and services of the Company is incorporated
herein by reference to GRT’s definitive proxy statement to be filed with the SEC
within 120 days after the end of the year covered by this Form 10-K with respect
to the Annual Meeting.
 
 PART
IV
 
 Item15.     Exhibits and Financial
Statements
  (1)
                          Financial Statements
                          Page Number-
      Report of Independent Registered Public Accounting Firm
                          60-
      Glimcher Realty Trust Consolidated Balance Sheets as ofDecember
      31, 2008 and 2007
                          61-
      Glimcher Realty Trust Consolidated Statements of Operations
      andComprehensive
      Income (Loss) for the years ended December 31, 2008,2007
      and 2006
                          62-
      Glimcher Realty Trust Consolidated Statements of
    Shareholders’Equity
      for the years ended December 31, 2008, 2007 and 2006
                          63-
      Glimcher Realty Trust Consolidated Statements of Cash
Flowsfor
      the years ended December 31, 2008, 2007 and 2006
                          64-
      Notes to Consolidated Financial Statements
                          65(2)
                          Financial Statement
    Schedules-
      Schedule III - Real Estate and Accumulated Depreciation
                          93-
      Notes to Schedule III
                          96(3)
                          Exhibits
  3.1
                              Amended
      and Restated Declaration of Trust of Glimcher Realty Trust.
      (1)3.2
                              Amended
      and Restated Bylaws. (5)3.3
                              Amendment
      to the Company's Amended and Restated Declaration of Trust.
      (2)3.4
                              Articles
      Supplementary classifying 2,800,000 Shares of Beneficial Interest as 8.75%
      Series F Cumulative Redeemable Preferred Shares of Beneficial Interest of
      the Registrant. (15)3.5
                              Articles
      Supplementary Classifying 6,900,000 Shares of Beneficial Interest as
      8.125% Series G Cumulative Redeemable Preferred Shares of Beneficial
      Interest of the Registrant, par value $0.01 per share.
  (16)4.1
                              Specimen
      Certificate for Common Shares of Beneficial Interest.
  (1)4.2
                              Specimen
      Certificate for evidencing 8.75% Series F Cumulative Redeemable Preferred
      Shares of Beneficial Interest. (15)4.3
                              Specimen
      Certificate for evidencing 8.125% Series G Cumulative Redeemable Preferred
      Shares of Beneficial Interest. (16)4.4
                              Rights
      Agreement, dated as of March 9, 1999, between Glimcher Realty Trust and
      the Harris Trust and Savings Bank (n/k/a Computershare Investor Services,
      LLC). (25)4.5
                              Form
      of Senior Debt Indenture. (38)4.6
                              Form
      of Junior Debt Indenture. (38)10.01
                              Limited
      Partnership Agreement of Glimcher Properties Limited Partnership, dated as
      of November 30, 1993. (36)10.02
                              Amendment
      to Limited Partnership Agreement of Glimcher Properties Limited
      Partnership, dated as of November 30, 1993. (36)10.03
                              Amendment
      No. 1 to Limited Partnership Agreement of Glimcher Properties Limited
      Partnership, dated as of November 1, 1994. (36)10.04
                              Amendment
      No. 2 to Limited Partnership Agreement of Glimcher Properties Limited
      Partnership, dated as of November 26, 1996. (36)10.05
                              Amendment
      No. 3 to Limited Partnership Agreement of Glimcher Properties Limited
      Partnership, dated as of November 12, 1997. (36)10.06
                              Amendment
      No. 4 to Limited Partnership Agreement of Glimcher Properties Limited
      Partnership, dated as of December 4, 1997.
(36)  51
 Table of Contents
 10.07
                              Amendment
      No. 5 to Limited Partnership Agreement of Glimcher Properties Limited
      Partnership, dated as of March 9, 1998. (36)10.08
                              Amendment
      No. 6 to Limited Partnership Agreement of Glimcher Properties Limited
      Partnership, dated as of April 24, 2000. (36)10.09
                              Amendment
      No. 7 to Limited Partnership Agreement of Glimcher Properties Limited
      Partnership dated August 7, 2003. (36)10.10
                              Amendment
      No. 8 to Limited Partnership Agreement of Glimcher Properties Limited
      Partnership, dated as of January 22, 2004. (36)10.11
                              Amendment
      No. 9 to Limited Partnership Agreement of Glimcher Properties Limited
      Partnership, dated as of May 8, 2008. (36)10.12
                              Consulting
      Agreement, dated February 22, 2007, between Glimcher Realty Trust and
      Philip G. Barach. (26)10.13
                              Employment
      & Consulting Agreement, dated January 20, 2005, between Herbert
      Glimcher, Glimcher Realty Trust and Glimcher Properties Limited
      Partnership. (14)10.14
                              Amendment
      No. 1 to the Employment and Consulting Agreement, dated as of July 25,
      2007, by and between Glimcher Realty Trust, Glimcher Properties Limited
      Partnership, and Herbert Glimcher. (32)10.15
                              2007
      Long Term Incentive Plan for Senior Executives. (33)10.16
                              Glimcher
      Realty Trust 1997 Incentive Plan. (3)10.17
                              Glimcher
      Realty Trust Amended and Restated 2004 Incentive Compensation Plan.
      (17)10.18
                              Severance
      Benefits Agreement, dated February 22, 2007, between Glimcher Realty
      Trust, Glimcher Properties Limited Partnership and Kim A. Rieck.
      (35)10.19
                              Severance
      Benefits Agreement, dated June 11, 1997, by and among Glimcher Realty
      Trust, Glimcher Properties Limited Partnership and Herbert Glimcher.
      (3)10.20
                              Severance
      Benefits Agreement dated June 11, 1997, by and among Glimcher Realty
      Trust, Glimcher Properties Limited Partnership and Michael P. Glimcher.
      (3)10.21
                              Severance
      Benefits Agreement, dated June 11, 1997, by and among Glimcher Realty
      Trust, Glimcher Properties Limited Partnership and George
      A.  Schmidt. (3)10.22
                              Severance
      Benefits Agreement, dated June 26, 2002, by and among Glimcher Realty
      Trust, Glimcher Properties Limited Partnership and Thomas J. Drought, Jr.
      (20)10.23
                              Severance
      Benefits Agreement, dated June 28, 2004, by and among Glimcher Realty
      Trust, Glimcher Properties Limited Partnership and Lisa A. Indest.
      (22)10.24
                              Severance
      Benefits Agreement, dated May 16, 2005, by and among Glimcher Realty
      Trust, Glimcher Properties Limited Partnership and Marshall A. Loeb.
      (24)10.25
                              Severance
      Benefits Agreement, dated August 30, 2004, by and among Glimcher Realty
      Trust, Glimcher Properties Limited Partnership and Mark E. Yale.
      (11)10.26
                              First
      Amendment to the Severance Benefits Agreement, dated September 8, 2006, by
      and among Glimcher Realty Trust, Glimcher Properties Limited Partnership,
      and Mark E. Yale. (7)10.27
                              Offer
      Letter of Employment to Marshall A. Loeb, dated April 26, 2005.
      (23)10.28
                              Loan
      Agreement, dated as of April 23, 2008, among Catalina Partners, L.P. and
      U.S. Bank National Association, as administrative agent and lender.
      (36)10.29
                              Open-End
      Fee Mortgage, Leasehold Mortgage Assignment of Rents and Security
      Agreement and Fixture Filing, dated as of April 22, 2008, made by Catalina
      Partners L.P. for the benefit of U.S. Bank National Association (issued in
      connection with $42.25 million dollar loan to Catalina Partners, L.P. from
      U.S. Bank National Association). (36)10.30
                              Unconditional
      Guaranty of Payment and Performance, dated as of April 22, 2008, by
      Catalina Partners L.P. for the benefit of U.S. Bank National Association
      (issued in connection with $42.25 million dollar loan to Catalina
      Partners, L.P. from U.S. Bank National Association).
  (36)10.31
                              Note,
      dated April 23, 2008, issued by Catalina Partners, L.P. in the amount of
      five million dollars ($5,000,000) (issued in connection with $42.25
      million dollar loan to Catalina Partners, L.P. from U.S. Bank National
      Association). (36)10.32
                              Note,
      dated April 23, 2008, issued by Catalina Partners, L.P. in the amount of
      ten million dollars ($10,000,000) (issued in connection with $42.25
      million dollar loan to Catalina Partners, L.P. from U.S. Bank National
      Association). (36)10.33
                              Note,
      dated April 23, 2008, issued by Catalina Partners, L.P. in the amount of
      twenty-seven million two hundred and fifty thousand dollars ($27,250,000)
      (issued in connection with $42.25 million dollar loan to Catalina
      Partners, L.P. from U.S. Bank National Association).
  (36)10.34
                              Loan
      Agreement, dated as of June 3, 2008, by and between Puente Hills Mall, LLC
      and Eurohypo AG, New York Branch as administrative agent and lender.
      (36)  52
 Table of Contents
 10.35
                              Assignment
      of Leases and Rents, dated as of June 3, 2008, from Puente Hills Mall, LLC
      to Eurohypo AG, New York Branch, as administrative agent (issued in
      connection with $90 million dollar loan to Puente Hills Mall, LLC from
      Eurohypo AG, New York Branch). (36)10.36
                              Fee
      and Leasehold Deed of Trust, Assignment of Leases and Rents Security
      Agreement and Fixture Filing, dated as of June 3, 2008, made by Puente
      Hills Mall, LLC to Commonwealth Land Title Company, as trustee, for the
      benefit of Eurohypo AG, New York Branch, as administrative agent and
      beneficiary (issued in connection with $90 million dollar loan to Puente
      Hills Mall, LLC from Eurohypo AG, New York Branch).
(36)10.37
                              Limited
      Guaranty, dated as of June 3, 2008, by Glimcher Properties Limited
      Partnership in favor of Eurohypo AG, New York Branch (issued in connection
      with $90 million dollar loan to Puente Hills Mall, LLC from Eurohypo AG,
      New York Branch). (36)10.38
                              Promissory
      Note, dated as of June 3, 2008, issued by Puente Hills Mall, LLC in the
      amount of ninety million dollars ($90,000,000) (issued in connection with
      $90 million dollar loan to Puente Hills Mall, LLC from Eurohypo AG, New
      York Branch). (36)10.39
                              Agreement
      of Sale and Purchase, dated April 25, 2007, by and between Glimcher
      University Mall, L.P. and Somera Capital Management, LLC, as amended.
      (36)10.40
                              Membership
      Interest Purchase and Sale Agreement, dated as of July 19, 2007, by and
      between Thor Urban Operating Fund, L.P. and Glimcher Properties Limited
      Partnership, as amended.
(27)
 10.41
                                                Amendment
      to Membership Interest Purchase and Sale Agreement, dated as of August 6,
      2007, between Thor Urban Operating Fund, L.P. and Glimcher Properties
      Limited Partnership. (32)10.42
                                                Assignment
      and Assumption of Membership Interests, dated as of October 9, 2007,
      between Thor Urban Operating Fund, L.P. and Glimcher Properties Limited
      Partnership. (32)10.43
                                                Guaranty
      of Insurance Deductible, dated as of October 9, 2007, by Thor MS, LLC,
      Thor Merritt Square, LLC, Glimcher Properties Limited Partnership and
      LaSalle Bank National Associations, as trustee for Morgan Stanley Capital
      I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-IQ11.
      (32)10.44
                                                Consent
      Agreement, dated as of October 9, 2007, by and among LaSalle Bank National
      Associations, as trustee for Morgan Stanley Capital I Inc., Commercial
      Mortgage Pass-Through Certificates, Series 2006-IQ11, Thor MS, LLC, Thor
      Merritt Square, LLC, Glimcher MS, LLC, Glimcher Merritt Square, LLC, Thor
      Urban Operating Fund, L.P., and Glimcher Properties Limited Partnership.
      (32)10.45
                                                Substitution
      of Guarantor, dated as of October 9, 2007, by Glimcher Properties Limited
      Partnership, Thor Urban Operating Fund, L.P., and LaSalle National Bank
      Associations, as trustee for Morgan Stanley Capital I Inc., Commercial
      Mortgage Pass-Through Certificates, Series 2006-IQ11.
  (32)10.46
                                                Defeasance
      Pledge And Security Agreement, dated as of December 22, 2006, by and among
      Glimcher University Mall Limited Partnership, LaSalle National Bank
      Association (f/k/a Lasalle National Bank), as Trustee for Nomura Asset
      Securities Corporation, Commercial Mortgage Pass-Through Certificates,
      Series 1998-D6, and Wells Fargo Bank, N.A. (34)10.47
                                                Defeasance,
      Assignment, Assumption and Release Agreement, dated as of December 22,
      2006, by and among Glimcher University Mall Limited Partnership, SB NASC
      1998-D6 Holdings, LLC, Lasalle National Bank Association (f/k/a LaSalle
      National Bank), as Trustee For Nomura Asset Securities Corporation,
      Commercial Mortgage Pass-Through Certificates, Series 1998-D6, Capmark
      Finance Inc., and Wells Fargo Bank, N.A. (34)10.48
                                                Completion
      and Payment Guaranty, dated as of November 30, 2007, by Glimcher
      Properties Limited Partnership in favor of KeyBank National Association
      (relates to Scottsdale construction financing). (35)10.49
                                                Leasehold
      Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing,
      dated as of November 30, 2007, by Kierland Crossing, LLC for the benefit
      of KeyBank National Association (relates to Scottsdale construction
      financing). (35)10.50
                                                Limited
      Payment and Performance Guaranty, dated as of November 30, 2007, by
      Glimcher Properties Limited Partnership to and for the benefit of KeyBank
      National Association (relates to Scottsdale construction financing).
      (35)10.51
                                                Construction,
      Acquisition and Interim Loan Agreement, dated as of November 30, 2007, by
      and among Kierland Crossing, LLC, KeyBank National Association, as lender,
      each signing lender, and KeyBank National Association, as administrative
      agent (relates to Scottsdale construction financing).
  (35)10.52
                                                Assignment
      of Leases and Rents, dated as of November 30, 2007, by Kierland Crossing,
      LLC in favor of KeyBank National Association (relates to Scottsdale
      construction financing). (35)  53
 Table of Contents
 10.53
                                                Collateral
      Assignment of Construction Documents, Contracts, Licenses and Permits,
      dated as of November 30, 2007, between Kierland Crossing, LLC in favor of
      KeyBank National Association (related to Scottsdale construction
      financing). (35)10.54
                                                Collateral
      Assignment of Joint Development Agreement and Purchase Agreement and
      Escrow Instructions, dated as of November 30, 2007, by Kierland Crossing,
      LLC in favor of KeyBank National Association, as Administrative Agent
      (relates to Scottsdale construction financing). (35)10.55
                                                Non-Recourse
      Exception Guaranty, dated as of November 30, 2007, by Glimcher Properties
      Limited Partnership in favor of KeyBank National Association (relates to
      Scottsdale construction financing). (35)10.56
                                                Form
      of Promissory Notes for Scottsdale Construction Loan with respect to
      KeyBank National Association, Eurohypo AG, New York Branch, The Huntington
      National Bank, U.S. Bank National Association, National City Bank, and PNC
      Bank, National Association, as lenders. (35)10.57
                                                Loan
      Agreement, dated as of May 25, 2006, by and between WTM Glimcher, LLC and
      Morgan Stanley Credit Corporation (relates to Weberstown Mall).
      (19)10.58
                                                Promissory
      Note A1, dated May 25, 2006, issued by WTM Glimcher, LLC in the principal
      amount of thirty million dollars ($30,000,000) (relates to Weberstown
      Mall). (19)10.59
                                                Promissory
      Note A2, dated May 25, 2006, issued by WTM Glimcher, LLC in the principal
      amount of thirty million dollars ($30,000,000) (relates to Weberstown
      Mall). (19)10.60
                                                Deed
      of Trust and Security Agreement, dated May 25, 2006, by and among WTM
      Glimcher, LLC, Chicago Title Insurance Company, and Morgan Stanley Credit
      Corporation (relates to Weberstown Mall). (19)10.61
                                                Assignment
      of Leases and Rents, dated as of May 25, 2006, by and between WTM
      Glimcher, LLC and Morgan Stanley Credit Corporation (relates to Weberstown
      Mall). (19)10.62
                                                Guaranty
      of Recourse Obligations, dated as of May 25, 2006, by Glimcher Properties
      Limited Partnership in favor of Morgan Stanley Credit Corporation (relates
      to Weberstown Mall). (19)10.63
                                                Mortgage,
      Assignment of Leases and Rents, Security Agreement, and Fixture Filing,
      dated as of October 15, 2001, by Glimcher Ashland Venture, LLC to KeyBank
      National Association. (6)10.64
                                                Promissory
      Note, dated as of October 15, 2001, issued by Glimcher Ashland Venture,
      LLC in the amount of twenty seven million dollars ($27,000,000).
      (21)10.65
                                                Amended
      and Restated Promissory Note 1, dated as of June 30, 2003, issued by LC
      Portland, LLC in the amount of seventy million dollars ($70,000,000.00).
      (21)10.66
                                                Amended
      and Restated Promissory Note 2, dated June 30, 2003, issued by LC
      Portland, LLC in the amount of seventy million dollars ($70,000,000.00).
      (21)10.67
                                                Operating
      Agreement for OG Retail Holding Co., LLC, dated as of December 29, 2005
      (pertains to joint venture between Glimcher Properties Limited Partnership
      and Oxford Properties Group). (30)10.68
                                                First
      Amendment to Limited Liability Agreement of OG Retail Holding Co., LLC,
      dated August 22, 2008. (37)10.69
                                                Promissory
      Note A1, dated as of August 27, 2003, issued by Glimcher WestShore, LLC in
      the amount of sixty six million dollars ($66,000,000).
  (9)10.70
                                                Promissory
      Note A2, dated as of August 27, 2003, issued by Glimcher WestShore, LLC in
      the amount of thirty four million dollars ($34,000,000).
    (9)10.71
                                                Mortgage,
      Assignment of Leases and Rents and Security Agreement, dated as of August
      27, 2003, by Glimcher WestShore, LLC to Morgan Stanley Mortgage Capital
      Inc. (9)10.72
                                                Guaranty
      of Recourse Obligations by Glimcher Properties Limited Partnership to
      Morgan Stanley Mortgage Capital, Inc., dated as of August 27, 2003,
      relating to WestShore Plaza Mall. (9)10.73
                                                Note,
      dated as of August 11, 1998, issued by Eastland Mall Limited Partnership
      to The Capital Company of America LLC in the amount of forty six million
      six hundred seventy three thousand two hundred twenty five dollars
      ($46,673,225) (relating to Eastland North Carolina).
(9)10.74
                                                Deed
      of Trust, Assignment of Leases and Rents, Security Agreement and Fixture
      Filing, dated as of August 11, 1998, by Eastland Mall Limited Partnership
      to M. Jay Devaney, as Trustee, for the benefit of The Capital Company of
      America LLC (relating to Eastland North Carolina). (9)10.75
                                                Membership
      Interest Purchase Agreement, dated as of June 20, 2003, between HIG Mall,
      LLC and Glimcher Properties Limited Partnership (relating to Eastland Mall
      North Carolina). (9)10.76
                                                Amended
      and Restated Credit Agreement, dated December 14, 2006, by and among
      Glimcher Properties Limited Partnership, KeyBank National Association,
      KeyBank Capital Markets, and several other financial institutions.
      (34)10.77
                                                Guaranty,
      dated December 14, 2006, by Glimcher Realty Trust and Glimcher Properties
      Corporation to and for the benefit of KeyBank National Association,
      individually and as administrative agent for itself and the lenders under
      the Amended and Restated Credit Agreement.
(34)  54
 Table of Contents
 10.78
                                                Form
      of Note. (included in Exhibit 10.75)10.79
                                                Promissory
      Note A1, dated October 17, 2003, between MFC Beavercreek, LLC and KeyBank
      National Association in the amount of eighty-five million dollars
      ($85,000,000), relating to the Mall at Fairfield Commons in Beavercreek,
      Ohio. (13)10.80
                                                Promissory
      Note A2, dated October 17, 2003, between MFC Beavercreek, LLC and KeyBank
      National Association in the amount of twenty-eight million five hundred
      thousand dollars ($28,500,000), relating to the Mall at Fairfield Commons
      in Beavercreek, Ohio. (13)10.81
                                                Open
      End Mortgage, Assignment of Leases and Rents, Security Agreement, and
      Fixture Filing, dated October 17, 2003, between MFC Beavercreek, LLC and
      KeyBank National Association, relating to the Mall at Fairfield Commons in
      Beavercreek, Ohio. (13)10.82
                                                Key
      Principal's Guaranty Agreement, dated October 17, 2003, between Glimcher
      Properties Limited Partnership and KeyBank National Association, relating
      to the loan on the Mall at Fairfield Commons in Beavercreek, Ohio.
      (13)10.83
                                                Open
      End Mortgage, Assignment of Rents and Security Agreement, dated November
      20, 2006, by EM Columbus II, LLC to Lehman Brothers Bank, FSB (relating to
      Eastland Ohio). (34)10.84
                                                Assignment
      of Leases and Rents, dated as of November 20, 2006, by EM Columbus II, LLC
      to Lehman Brothers Bank, FSB (relating to Eastland Ohio).
    (34)10.85
                                                Loan
      Agreement, dated November 20, 2006, by and between EM Columbus II, LLC,
      and Lehman Brothers Bank, FSB (relating to Eastland Ohio).
      (34)10.86
                                                Guaranty,
      dated November 20, 2006, by and between Glimcher Properties Limited
      Partnership to and for the benefit of Lehman Brothers Bank, FSB (relating
      to Eastland Ohio). (34)10.87
                                                Promissory
      Note, dated November 20, 2006, by EM Columbus II, LLC in favor of Lehman
      Brothers Bank, FSB in the principal amount of $43,000,000 (relating to
      Eastland Ohio). (34)10.88
                                                Promissory
      Note, dated May 17, 2000, from Polaris Center, LLC to First Union National
      Bank, in the amount of $43,000,000, relating to the Polaris Towne Center
      existing debt. (34)10.89
                                                Open-End
      Mortgage and Security Agreement, dated May 17, 2000, between Polaris
      Center, LLC and First Union National Bank, relating to Polaris Towne
      Center. (13)10.90
                                                Amended
      and Restated Promissory Note A, dated May 22, 2003, between UBS Warburg
      Real Estate Investments Inc. and PFP Columbus, LLC, for $125,000,000,
      relating to the Polaris Fashion Place existing debt.
  (13)10.91
                                                Amended
      and Restated Promissory Note B, dated May 22, 2003, between UBS Warburg
      Real Estate Investments Inc. and PFP Columbus, LLC, for $24,837,623,
      relating to the Polaris Fashion Place existing debt.
  (13)10.92
                                                Mortgage,
      Assignment of Leases and Rents and Security Agreement, dated April 1,
      2003, from PFP Columbus, LLC to UBS Warburg Real Estate Investments Inc.,
      relating to Polaris Fashion Place. (13)10.93
                                                Loan
      Agreement, dated as of April 1, 2003, between PFP Columbus, LLC, as
      borrower, and UBS Warburg Real Estate Investments Inc., as lender.
      (13)10.94
                                                Loan
      Agreement, dated as of June 9, 2004, between N.J. METROMALL Urban Renewal,
      Inc., JG Elizabeth, LLC and Morgan Stanley Mortgage Capital Inc. relating
      to Jersey Gardens Mall in Elizabeth, New Jersey. (13)10.95
                                                Promissory
      Note A1, dated June 9, 2004, between N.J. METROMALL Urban Renewal, Inc.,
      JG Elizabeth, LLC and Morgan Stanley Mortgage Capital Inc. in the amount
      of $85,000,000, relating to Jersey Gardens Mall in Elizabeth, New Jersey.
      (22)10.96
                                                Promissory
      Note A2, dated June 9, 2004, between N.J. METROMALL Urban Renewal, Inc.,
      JG Elizabeth, LLC and Morgan Stanley Mortgage Capital Inc. in the amount
      of $80,000,000, relating to Jersey Gardens Mall in Elizabeth, New Jersey.
      (22)10.97
                                                Fee
      and Leasehold Mortgage, Assignment of Leases and Rents and Security
      Agreement, dated June 9, 2004 among N.J. METROMALL Urban Renewal Inc, JG
      Elizabeth, LLC and Morgan Stanley Mortgage Capital, Inc., relating to
      Jersey Gardens Mall in Elizabeth, New Jersey. (22)10.98
                                                Guaranty,
      dated June 9, 2004, by Glimcher Properties Limited Partnership to Morgan
      Stanley Mortgage Capital Inc., relating to Jersey Gardens Mall in
      Elizabeth, New Jersey. (22)10.99
                                                Loan
      Agreement, dated as of March 14, 2006, by and between Tulsa Promenade, LLC
      and Charter One Bank, N.A. (relating to Tulsa Promenade).
    (29)10.100
                                                Promissory
      Note, dated March 14, 2006, issued by Tulsa Promenade, LLC to the order of
      Charter One Bank, N.A. in the principal amount of $50,000,000 (relating to
      Tulsa Promenade). (29)10.101
                                                Mortgage
      with Power of Sale, Security Agreement and Financing Statement, made as of
      March 14, 2006, by Tulsa Promenade, LLC in favor of Charter One Bank,
      N.A. (relating to Tulsa Promenade). (29)  55
 Table of Contents
 10.102
                                                Loan
      Agreement, dated as of October 8, 2008, between Morgantown Mall Associates
      Limited Partnership and First Commonwealth Bank.10.103
                                                Term
      Note, dated as of October 8, 2008, issued by Morgantown Mall Associates
      Limited Partnership to First Commonwealth Bank in the principal amount of
      $40,000,000 relating to Morgantown Mall located in Morgantown,
      WV.10.104
                                                Deed
      of Trust and Security Agreement, effective as of October 14, 2008, by
      Morgantown Mall Associates Limited Partnership for the benefit of First
      Commonwealth Bank.10.105
                                                Limited
      Guaranty and Suretyship Agreement, dated as of October 8, 2008, by
      Glimcher Properties Limited Partnership to and for the benefit of First
      Commonwealth Bank.10.106
                                                Promissory
      Note, dated as of October 22, 2008, issued by Glimcher Northtown Venture,
      LLC and GB Northtown, to the order of KeyBank National Association
      (relates to Term Loan Agreement, dated as of October 22, 2008, between
      Glimcher Northtown Venture, LLC, GB Northtown, KeyBank National
      Association, and the other lenders named therein).10.107
                                                Term
      Loan Agreement, dated as of October 22, 2008, between Glimcher Northtown
      Venture, LLC, GB Northtown, KeyBank National Association, and the other
      lenders named therein.10.108
                                                Mortgage,
      Assignment of Rents, Security Agreement, and Fixture Filing, dated as of
      October 22, 2008, between Glimcher Northtown Venture, LLC, GB Northtown,
      KeyBank National Association, and the other lenders named in the Term Loan
      Agreement relating to Northtown Mall in Blaine,
MN.10.109
                                                Limited
      Payment Guaranty, dated as of October 22, 2008, by Glimcher Properties
      Limited Partnership to and for the benefit of KeyBank National Association
      and the other lenders named in the Term Loan Agreement relating to
      Northtown Mall in Blaine, MN.10.110
                                                Promissory
      Note, dated as of October 22, 2008, issued by Glimcher Northtown Venture,
      LLC and GB Northtown, to the order of Huntington National Bank (relates to
      Term Loan Agreement, dated as of October 22, 2008, between Glimcher
      Northtown Venture, LLC, GB Northtown, KeyBank National Association, and
      the other lenders named therein).10.111
                                                Promissory
      Note, dated as of October 22, 2008, issued by Glimcher Northtown Venture,
      LLC and GB Northtown, to the order of U.S. Bank National Association
      (relates to Term Loan Agreement, dated as of October 22, 2008, between
      Glimcher Northtown Venture, LLC, GB Northtown, KeyBank National
      Association, and the other lenders named therein).10.112
                                                Loan
      Agreement, dated as of December 15, 2005, between RVM Glimcher, LLC and
      Lehman Brothers Bank, FSB, relating to River Valley Mall in Lancaster,
      Ohio.  (30)10.113
                                                Open-End
      Mortgage and Security Agreement, dated as of December 15, 2005, between
      RVM Glimcher, LLC and Lehman Brothers Bank, FSB, relating to River Valley
      Mall in Lancaster, Ohio. (30)10.114
                                                Assignment
      of Leases and Rents, dated as of December 15, 2005, between RVM Glimcher,
      LLC and Lehman Brothers Bank, FSB, relating to River Valley Mall in
      Lancaster, Ohio. (30)10.115
                                                Guaranty
      of Recourse Obligations, dated as of December 15, 2005, by Glimcher
      Properties Limited Partnership to and for the benefit of Lehman Brothers
      Bank, FSB, relating to River Valley Mall in Lancaster, Ohio.
      (30)10.116
                                                Limited
      Liability Company Agreement of Kierland Crossing, LLC, dated as of May 12,
      2006 (relating to joint venture between Glimcher Properties Limited
      Partnership and Vanguard City Home in Scottsdale, AZ).
  (19)10.117
                                                Ground
      Lease, dated as of May 12, 2006, by and between Sucia Scottsdale, LLC and
      Kierland Crossing, LLC (relating to joint venture between Glimcher
      Properties Limited Partnership and Vanguard City Home in Scottsdale, AZ).
      (19)10.118
                                                First
      Amended and Restated Ground Lease, dated as of December 6, 2006, by and
      between Sucia Scottsdale, LLC and Kierland Crossing, LLC (relating to
      joint venture between Glimcher Properties Limited Partnership and Vanguard
      City Home in Scottsdale, AZ). (34)10.119
                                                Form
      Restricted Stock Award Agreement for Glimcher Realty Trust’s 2004
      Incentive Compensation Plan (Extended Vesting). (31)10.120
                                                Form
      Option Award Agreement for the Glimcher Realty Trust Amended and Restated
      2004 Incentive Compensation Plan (Incentive Stock Options).
      (35)10.121
                                                Form
      Option Award Agreement for the Glimcher Realty Trust Amended and Restated
      2004 Incentive compensation Plan (Non-Qualified Stock Options).
      (35)10.122
                                                Form
      Restricted Stock Award Agreement for the Glimcher Realty Trust Amended and
      Restated 2004 Incentive Compensation Plan (Extended
      Vesting/Anti-Dilution/Grant Date Valuation). (33)10.123
                                                Form
      Restricted Stock Award Agreement for Glimcher Realty Trust’s 2004
      Incentive Compensation Plan (Trustee Awards).
  (36)  56
 Table of Contents
 21.1
                                                Subsidiaries
      of the Registrant.23.1
                                                Consent
      of Independent Registered Public Accounting Firm.31.1
                                                Certification
      of the Company’s CEO pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.31.2
                                                Certification
      of the Company’s CFO pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.32.1
                                                Certification
      of the Company’s CEO pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                                                Certification
      of the Company’s CFO pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
   (1)
              Incorporated
      by reference to Glimcher Realty Trust’s Registration Statement on Form
      S-11, SEC File No. 33-69740.
 (2)
              Incorporated
      by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the
      fiscal year ended December 31, 1994, filed with the Securities and
      Exchange Commission on March 21,
1995.
 (3)
              Incorporated
      by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the
      fiscal year ended December 31, 1997, filed with the Securities and
      Exchange Commission on March 31,
1998.
 (4)
              Incorporated
      by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the
      fiscal year ended December 31, 1998, filed with the Securities and
      Exchange Commission on March 30,
1999.
 (5)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on December 13,
  2007.
 (6)
              Incorporated
      by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the
      fiscal year ended December 31, 2001, filed with the Securities and
      Exchange Commission on March 11,
2002.
 (7)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on September 8,
  2006.
 (8)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on August 29,
  2003.
 (9)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on September 8,
  2003.
 (10)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on February 25,
  2004.
 (11)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on August 31,
  2004.
 (12)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on September 2,
  2004.
 (13)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on January 20,
  2004.
 (14)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on January 24,
  2005.
 (15)
              Incorporated
      by reference to Glimcher Realty Trust’s Registration Statement on Form
      8-A12B, SEC File No. 001-12482, filed with the Securities and Exchange
      Commission on August 22, 2003.
 (16)
              Incorporated
      by reference to Glimcher Realty Trust’s Registration Statement on Form
      8-A12B, SEC File No. 001-12482, filed with the Securities and Exchange
      Commission on February 20, 2004.
 (17)
              Incorporated
      by reference to Appendix A of Glimcher Realty Trust’s Schedule 14A Proxy
      Statement, filed with the Securities and Exchange Commission on March 30,
      2007.
 (18)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended March 31, 1999, filed with the Securities and Exchange
      Commission on May 14, 1999.
 (19)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended June 30, 2006, filed with the Securities and Exchange
      Commission on July 28, 2006.
 (20)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended June 30, 2002, filed with the Securities and Exchange
      Commission on August 13, 2002.
 (21)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended June 30, 2003, filed with the Securities and Exchange
      Commission on August 12, 2003.
 (22)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended June 30, 2004, filed with the Securities and Exchange
      Commission on August 13, 2004.
 (23)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended March 31, 2005, filed with the Securities and Exchange
      Commission on April 29, 2005.
 (24)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on May 17,
  2005.
 (25)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on March 12,
  1999.
 (26)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended March 31, 2007, filed with the Securities and Exchange
      Commission on April 27, 2007.
   57
 Table of Contents
 (27)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended June 30, 2007, filed with the Securities and Exchange
      Commission on July 27, 2007.
 (28)
              Incorporated
      by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the
      fiscal year ended December 31, 2004, filed with the Securities and
      Exchange Commission on March 11,
2005.
 (29)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended March 31, 2006, filed with the Securities and Exchange
      Commission on April 28, 2006.
 (30)
              Incorporated
      by reference to Glimcher Realty Trust’s Annual Report on Form 10-K for the
      fiscal year ended December 31, 2005, filed with the Securities and
      Exchange Commission on February 24,
2006.
 (31)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 8-K, filed with the
      Securities and Exchange Commission on May 9,
  2006.
 (32)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended September 30, 2007, filed with the Securities and
      Exchange Commission on October 26,
2007.
 (33)
              Incorporated
      by reference to Glimcher Realty Trust’s Registration Statement on Form
      S-8, SEC File No. 333-143237, filed with the Securities and Exchange
      Commission on May 24, 2007.
 (34)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 10-K, for the period ended
      December 31, 2006, filed with the Securities and Exchange Commission on
      February 23, 2007.
 (35)
              Incorporated
      by reference to Glimcher Realty Trust’s Form 10-K, for the period ended
      December 31, 2007, filed with the Securities and Exchange Commission on
      February 22, 2008.
 (36)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended June 30, 2008, filed with the Securities and Exchange
      Commission on July 25, 2008.
 (37)
              Incorporated
      by reference to Glimcher Realty Trust’s Quarterly Report on Form 10-Q for
      the period ended September 30, 2008, filed with the Securities and
      Exchange Commission on October 24,
2008.
 (38)
              Incorporated
      by reference to Glimcher Realty Trust’s Registration Statement on Form
      S-3/A, SEC File No. 333-153257, filed with the Securities and
      Exchange Commission on November 26,
2008.
  
 58
 Table of Contents
 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.
 
 GLIMCHER REALTY TRUST
 
 /s/ Mark E. Yale
 Mark E. Yale
 Executive
Vice President, Chief Financial Officer and Treasurer
 (Principal
Accounting and Financial Officer)
 February 23, 2009
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
executed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
  SIGNATURE
                                            
                                            TITLE
                                            DATE/s/ Michael P. Glimcher
                                            
                                            Chairman
      of the Board and
                                            February
      23, 2009Michael
      P. Glimcher
                                            
                                            Chief
      Executive Officer(Principal
      Executive Officer)/s/ Mark E. Yale
                                            
                                            Executive
      Vice President,
                                            February
      23, 2009Mark
      E. Yale
                                            
                                            Chief
      Financial Officer and Treasurer(Principal
      Accounting and Financial Officer)/s/ Herbert Glimcher
                                            
                                            Chairman
      Emeritus
                                            February
      23, 2009Herbert
      Glimcher
                                            
                                            of
      the Board of Trustees/s/ David M. Aronowitz
                                            
                                            Member,
      Board of Trustees
                                            February
      23, 2009David
      M. Aronowitz/s/ Richard F. Celeste
                                            
                                            Member,
      Board of Trustees
                                            February
      23, 2009Richard
      F. Celeste/s/ Wayne S. Doran
                                            
                                            Member,
      Board of Trustees
                                            February
      23, 2009Wayne
      S. Doran/s/ Howard Gross
                                            
                                            Member,
      Board of Trustees
                                            February
      23, 2009Howard
      Gross/s/ Timothy J. O’Brien
                                            
                                            Member,
      Board of Trustees
                                            February
      23, 2009Timothy
      J. O’Brien/s/ Niles C. Overly
                                            
                                            Member,
      Board of Trustees
                                            February
      23, 2009Niles
      C. Overly/s/ Alan R. Weiler
                                            
                                            Member,
      Board of Trustees
                                            February
      23, 2009Alan
      R. Weiler/s/ William S. Williams
                                            
                                            Member,
      Board of Trustees
                                            February
      23, 2009William
      S. Williams
  59
 Table of Contents
 Report
of the Independent Registered Public Accounting Firm
  
 To the
Board of Trustees and Shareholders
 Glimcher
Realty Trust
 Columbus,
Ohio
 
 
 We have
audited the accompanying consolidated balance sheets of Glimcher Realty Trust as
of December 31, 2008 and 2007 and the related consolidated statements of
operations and comprehensive income (loss), shareholders' equity and cash flows
for each of the three years in the period ended December 31, 2008.  In
connection with our audits of the consolidated financial statements, we have
also audited the schedule listed in Item 15(a) 2. These financial statements and
schedule are the responsibility of the Company'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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and schedule are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and schedule, assessing the accounting principles used
and the significant estimates made by management, as well as evaluating the
overall presentation of the financial statements and schedule. We believe that
our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Glimcher Realty Trust at
December 31, 2008 and 2007, and the results of its operations and cash flows for
each of the three years in the period ended December 31, 2008, in conformity
with accounting principles generally accepted in the United States of
America.
 
 Also, in
our opinion, the financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.
 
 We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of Glimcher Realty Trust's
internal control over financial reporting as of December 31, 2008, based on
criteria established inInternal Control−Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) and our report dated
February 20, 2009 expressed an unqualified opinion thereon.
 
 /s/ BDO Seidman, LLP
 Chicago,
Illinois
 February
20, 2009
  60
 Table of Contents
 GLIMCHER
REALTY TRUST
 CONSOLIDATED
BALANCE SHEETS
 (dollars
in thousands, except share and par value amounts)
 
 ASSETS
 
 December
      31,2008
                  
                  
                  2007Investment
      in real estate:Land
                  
                  $
                  245,806
                  
                  
                  $
                  240,156Buildings,
      improvements and equipment
                  
                  
                  1,768,589
                  
                  
                  
                  1,703,491Developments
      in progress
                  
                  
                  103,809
                  
                  
                  
                  96,0542,118,204
                  
                  
                  
                  2,039,701Less
      accumulated depreciation
                  
                  
                  565,894
                  
                  
                  
                  500,710Property
      and equipment, net
                  
                  
                  1,552,310
                  
                  
                  
                  1,538,991Deferred
      costs, net
                  
                  
                  19,479
                  
                  
                  
                  19,225Real
      estate assets held-for-sale
                  
                  
                  63,339
                  
                  
                  
                  68,671Investment
      in and advances to unconsolidated real estate entities
                  
                  
                  124,470
                  
                  
                  
                  83,116Investment
      in real estate, net
                  
                  
                  1,759,598
                  
                  
                  
                  1,710,003Cash
      and cash equivalents
                  
                  
                  17,734
                  
                  
                  
                  22,147Non-real
      estate assets associated with discontinued operations
                  
                  
                  3,424
                  
                  
                  
                  5,002Restricted
      cash
                  
                  
                  14,209
                  
                  
                  
                  14,217Tenant
      accounts receivable, net
                  
                  
                  36,913
                  
                  
                  
                  39,475Deferred
      expenses, net
                  
                  
                  8,272
                  
                  
                  
                  5,915Prepaid
      and other assets
                  
                  
                  36,163
                  
                  
                  
                  34,188Total assets
                  
                  $
                  1,876,313
                  
                  
                  $
                  1,830,947
 
 LIABILITIES
AND SHAREHOLDERS’ EQUITY
 
 Mortgage
      notes payable
                  
                  $
                  1,225,627
                  
                  
                  $
                  1,170,669Mortgage
      notes payable associated with properties held-for-sale
                  
                  
                  72,229
                  
                  
                  
                  81,541Notes
      payable
                  
                  
                  362,097
                  
                  
                  
                  300,000Other
      liabilities associated with discontinued operations
                  
                  
                  1,937
                  
                  
                  
                  2,763Accounts
      payable and accrued expenses
                  
                  
                  66,457
                  
                  
                  
                  62,969Distributions
      payable
                  
                  
                  17,414
                  
                  
                  
                  23,915Total
    liabilities
                  
                  
                  1,745,761
                  
                  
                  
                  1,641,857Minority
      interest in operating partnership
                  
                  
                  -
                  
                  
                  
                  -Shareholders’
      equity:Series
      F Cumulative Preferred Shares of Beneficial Interest, $0.01
                    par
      value, 2,400,000 shares issued and outstanding
                  
                  
                  60,000
                  
                  
                  
                  60,000Series
      G Cumulative Preferred Shares of Beneficial Interest, $0.01
                    par
      value, 6,000,000 shares issued and outstanding
                  
                  
                  150,000
                  
                  
                  
                  150,000Common
      Shares of Beneficial Interest, $0.01 par value, 37,808,639
                    and
      37,687,039 shares issued and outstanding as of December 31,
      2008
                    and
      December 31, 2007, respectively
                  
                  
                  378
                  
                  
                  
                  377Additional
      paid-in capital
                  
                  
                  564,098
                  
                  
                  
                  563,460Distributions
      in excess of accumulated earnings
                  
                  
                  (637,148
                  )
                  
                  
                  (584,343
                  )Accumulated
      other comprehensive loss
                  
                  
                  (6,776
                  )
                  
                  
                  (404
                  )Total shareholders’
      equity
                  
                  
                  130,552
                  
                  
                  
                  189,090Total liabilities and
      shareholders’ equity
                  
                  $
                  1,876,313
                  
                  
                  $
                  1,830,947
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 61
 Table of Contents
 GLIMCHER
REALTY TRUST
 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 (dollars
in thousands, except per share amounts)
 
 For
      the Years Ended December 31,2008
                    
                    
                    2007
                    
                    
                    2006Revenues:Minimum
      rents
                    
                    $
                    192,980
                    
                    
                    $
                    186,064
                    
                    
                    $
                    181,866Percentage
      rents
                    
                    
                    5,915
                    
                    
                    
                    6,130
                    
                    
                    
                    5,727Tenant
      reimbursements
                    
                    
                    91,824
                    
                    
                    
                    87,258
                    
                    
                    
                    84,593Other
                    
                    
                    28,417
                    
                    
                    
                    22,714
                    
                    
                    
                    20,365Total
      revenues
                    
                    
                    319,136
                    
                    
                    
                    302,166
                    
                    
                    
                    292,551Expenses:Property
      operating expenses
                    
                    
                    66,302
                    
                    
                    
                    63,020
                    
                    
                    
                    60,007Real
      estate taxes
                    
                    
                    34,700
                    
                    
                    
                    31,651
                    
                    
                    
                    32,512Provision
      for doubtful accounts
                    
                    
                    5,906
                    
                    
                    
                    3,732
                    
                    
                    
                    3,495Other
      operating expenses
                    
                    
                    13,202
                    
                    
                    
                    8,262
                    
                    
                    
                    6,644Depreciation
      and amortization
                    
                    
                    81,696
                    
                    
                    
                    73,661
                    
                    
                    
                    68,437General
      and administrative
                    
                    
                    17,945
                    
                    
                    
                    16,484
                    
                    
                    
                    15,305Impairment
      loss
                    
                    
                    -
                    
                    
                    
                    2,914
                    
                    
                    
                    -Total
      expenses
                    
                    
                    219,751
                    
                    
                    
                    199,724
                    
                    
                    
                    186,400Operating
      income
                    
                    
                    99,385
                    
                    
                    
                    102,442
                    
                    
                    
                    106,151Interest
      income
                    
                    
                    1,178
                    
                    
                    
                    649
                    
                    
                    
                    454Interest
      expense
                    
                    
                    82,276
                    
                    
                    
                    87,940
                    
                    
                    
                    82,166Minority
      interest in operating partnership
                    
                    
                    -
                    
                    
                    
                    1,635
                    
                    
                    
                    (7,733
                    )Equity
      in (loss) income of unconsolidated real estate entities,
    net
                    
                    
                    (709
                    )
                    
                    
                    1,133
                    
                    
                    
                    1,443Income
      from continuing operations
                    
                    
                    17,578
                    
                    
                    
                    14,649
                    
                    
                    
                    33,615Discontinued
      operations:Gain
      on sale of properties, net
                    
                    
                    1,244
                    
                    
                    
                    47,349
                    
                    
                    
                    1,717Impairment
      loss
                    
                    
                    -
                    
                    
                    
                    (27,464
                    )
                    
                    
                    (111,918
                    )(Loss)
      income from operations
                    
                    
                    (2,053
                    )
                    
                    
                    3,823
                    
                    
                    
                    (579
                    )Net
      income (loss)
                    
                    
                    16,769
                    
                    
                    
                    38,357
                    
                    
                    
                    (77,165
                    )Less:
      Preferred stock dividends
                    
                    
                    17,437
                    
                    
                    
                    17,437
                    
                    
                    
                    17,437Net
      (loss) income available to common shareholders
                    
                    $
                    (668
                    )
                    
                    $
                    20,920
                    
                    
                    $
                    (94,602
                    )(Loss)
      Earnings Per Common Share (“EPS”):EPS
      (basic):Continuing
      operations
                    
                    $
                    0.00
                    
                    
                    $
                    (0.03
                    )
                    
                    $
                    0.21Discontinued
      operations
                    
                    $
                    (0.02
                    )
                    
                    $
                    0.59
                    
                    
                    $
                    (2.79
                    )Net
      (loss) income to common shareholders
                    
                    $
                    (0.02
                    )
                    
                    $
                    0.56
                    
                    
                    $
                    (2.58
                    )EPS
      (diluted):Continuing
      operations
                    
                    $
                    0.00
                    
                    
                    $
                    (0.03
                    )
                    
                    $
                    0.21Discontinued
      operations
                    
                    $
                    (0.02
                    )
                    
                    $
                    0.59
                    
                    
                    $
                    (2.76
                    )Net
      (loss) income to common shareholders
                    
                    $
                    (0.02
                    )
                    
                    $
                    0.56
                    
                    
                    $
                    (2.55
                    )Weighted
      average common shares outstanding
                    
                    
                    37,601
                    
                    
                    
                    37,232
                    
                    
                    
                    36,611Weighted
      average common shares and common share equivalentoutstanding
                    
                    
                    40,762
                    
                    
                    
                    40,228
                    
                    
                    
                    40,089Cash
      distributions declared per common share of beneficial
    interest
                    
                    $
                    1.2800
                    
                    
                    $
                    1.9232
                    
                    
                    $
                    1.9232Net
      income (loss)
                    
                    $
                    16,769
                    
                    
                    $
                    38,357
                    
                    
                    $
                    (77,165
                    )Other
      comprehensive loss on derivative instruments, net
                    
                    
                    (6,372
                    )
                    
                    
                    (376
                    )
                    
                    
                    (2
                    )Comprehensive
      income (loss)
                    
                    $
                    10,397
                    
                    
                    $
                    37,981
                    
                    
                    $
                    (77,167
                    )
 
 The accompanying notes are an integral
part of these consolidated financial statements.
 
 62
 Table of Contents
 GLIMCHER
REALTY TRUST
 CONSOLIDATED
      STATEMENTS OF SHAREHOLDERS’ EQUITY
 For
      the Years Ended December 31, 2008, 2007 and
2006
 (dollars
      in thousands, except share, par value and unit
  amounts)
 
 
 Series
      F
                    
                    
                    Series
      G
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    Distributions
                    
                    
                    AccumulatedCumulative
                    
                    
                    Cumulative
                    
                    
                    Common
      Shares of
                    
                    
                    Additional
                    
                    
                    In
      Excess of
                    
                    
                    OtherPreferred
                    
                    
                    Preferred
                    
                    
                    Beneficial
      Interest
                    
                    
                    Paid-in
                    
                    
                    Accumulated
                    
                    
                    ComprehensiveShares
                    
                    
                    Shares
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Earnings
                    
                    
                    Loss
                    
                    
                    TotalBalance,
      December 31, 2005
                    
                    $
                    60,000
                    
                    
                    $
                    150,000
                    
                    
                    
                    36,506,448
                    
                    
                    $
                    365
                    
                    
                    $
                    543,639
                    
                    
                    $
                    (366,924
                    )
                    
                    $
                    (26
                    )
                    
                    $
                    387,054Distributions
      declared, $1.9232 per share
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (70,615
                    )
                    
                    
                    
                    
                    
                    
                    (70,615
                    )Distribution
      Reinvestment and Share Purchase Plan
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    17,855
                    
                    
                    
                    -
                    
                    
                    
                    457
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    457Exercise
      of stock options
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    87,298
                    
                    
                    
                    1
                    
                    
                    
                    1,629
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,630OP
      unit conversion
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    119,766
                    
                    
                    
                    2
                    
                    
                    
                    3,104
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    3,106Restricted
      stock grant
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    44,998
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    -Amortization
      of restricted stock
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    560
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    560Preferred
      stock dividends
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (17,437
                    )
                    
                    
                    
                    
                    
                    
                    (17,437
                    )Net
      loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (77,165
                    )
                    
                    
                    
                    
                    
                    
                    (77,165
                    )Other
      comprehensive loss on derivative instruments
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (2
                    )
                    
                    
                    (2
                    )Stock
      option expense
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    348
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    348Transfer
      to minority interest in partnership
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (2,701
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (2,701
                    )Balance,
      December 31, 2006
                    
                    
                    60,000
                    
                    
                    
                    150,000
                    
                    
                    
                    36,776,365
                    
                    
                    
                    368
                    
                    
                    
                    547,036
                    
                    
                    
                    (532,141
                    )
                    
                    
                    (28
                    )
                    
                    
                    225,235Distributions
      declared, $1.9232 per share
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (73,122
                    )
                    
                    
                    
                    
                    
                    
                    (73,122
                    )Distribution
      Reinvestment and Share Purchase Plan
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    18,142
                    
                    
                    
                    -
                    
                    
                    
                    450
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    450Exercise
      of stock options
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    841,032
                    
                    
                    
                    9
                    
                    
                    
                    15,302
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    15,311OP
      unit conversion
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    8,000
                    
                    
                    
                    -
                    
                    
                    
                    1
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1Restricted
      stock grant, net of cancellations
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    43,500
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    -Amortization
      of restricted stock
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    845
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    845Amortization
      of long term incentive grant
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    555
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    555Preferred
      stock dividends
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (17,437
                    )
                    
                    
                    
                    
                    
                    
                    (17,437
                    )Net
      income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    38,357
                    
                    
                    
                    
                    
                    
                    
                    38,357Other
      comprehensive loss on derivative instruments
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (376
                    )
                    
                    
                    (376
                    )Stock
      option expense, net of offering costs
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    447
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    447Transfer
      to minority interest in partnership
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,176
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,176
                    )Balance,
      December 31, 2007
                    
                    
                    60,000
                    
                    
                    
                    150,000
                    
                    
                    
                    37,687,039
                    
                    
                    
                    377
                    
                    
                    
                    563,460
                    
                    
                    
                    (584,343
                    )
                    
                    
                    (404
                    )
                    
                    
                    189,090Distributions
      declared, $1.2800 per share
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (52,137
                    )
                    
                    
                    
                    
                    
                    
                    (52,137
                    )Distribution
      Reinvestment and Share Purchase Plan
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    29,678
                    
                    
                    
                    -
                    
                    
                    
                    298
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    298OP
      unit conversion
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,589
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    -Restricted
      stock grant
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    90,333
                    
                    
                    
                    1
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1Amortization
      of restricted stock
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    787
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    787Reversal
      of long term incentive grant
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (555
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (555
                    )Preferred
      stock dividends
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (17,437
                    )
                    
                    
                    
                    
                    
                    
                    (17,437
                    )Net
      income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    16,769
                    
                    
                    
                    
                    
                    
                    
                    16,769Other
      comprehensive loss on derivative instruments
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (6,372
                    )
                    
                    
                    (6,372
                    )Stock
      option expense, net of offering costs
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    108
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    108Balance,
      December 31, 2008
                    
                    $
                    60,000
                    
                    
                    $
                    150,000
                    
                    
                    
                    37,808,639
                    
                    
                    $
                    378
                    
                    
                    $
                    564,098
                    
                    
                    $
                    (637,148
                    )
                    
                    $
                    (6,776
                    )
                    
                    $
                    130,552
 
 The accompanying notes are an integral
part of these consolidated financial statements.
 63
 Table of Contents
 GLIMCHER
REALTY TRUST
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (dollars
in thousands)
 
 
 For
      the Years Ended December 31,2008
                    
                    
                    2007
                    
                    
                    2006Net
      income (loss)
                    
                    $
                    16,769
                    
                    
                    $
                    38,357
                    
                    
                    $
                    (77,165
                    )Adjustments
      to reconcile net income (loss) to net cash provided
                      by
      operating activities:Provision
      for doubtful accounts
                    
                    
                    7,987
                    
                    
                    
                    5,995
                    
                    
                    
                    6,696Depreciation
      and amortization
                    
                    
                    81,696
                    
                    
                    
                    76,770
                    
                    
                    
                    75,481Amortization
      of financing costs
                    
                    
                    2,076
                    
                    
                    
                    2,024
                    
                    
                    
                    2,819Equity
      in loss (income) of unconsolidated entities, net
                    
                    
                    709
                    
                    
                    
                    (1,133
                    )
                    
                    
                    (1,443
                    )Capitalized
      development costs charged to expense
                    
                    
                    373
                    
                    
                    
                    1,228
                    
                    
                    
                    367Minority
      interest in operating partnership
                    
                    
                    -
                    
                    
                    
                    1,635
                    
                    
                    
                    (7,733
                    )Impairment
      losses
                    
                    
                    -
                    
                    
                    
                    30,378
                    
                    
                    
                    111,918Gain
      on sales of properties from discontinued operations
                    
                    
                    (1,244
                    )
                    
                    
                    (47,349
                    )
                    
                    
                    (1,717
                    )Gain
      on sales of outparcels
                    
                    
                    (883
                    )
                    
                    
                    (1,555
                    )
                    
                    
                    (3,895
                    )Stock
      option related expense
                    
                    
                    464
                    
                    
                    
                    1,877
                    
                    
                    
                    908Net
      changes in operating assets and liabilities:Tenant
      accounts receivable, net
                    
                    
                    (4,585
                    )
                    
                    
                    4,988
                    
                    
                    
                    (3,815
                    )Prepaid
      and other assets
                    
                    
                    (1,910
                    )
                    
                    
                    (3,895
                    )
                    
                    
                    1,144Accounts
      payable and accrued expenses
                    
                    
                    (7,746
                    )
                    
                    
                    (6,664
                    )
                    
                    
                    (7,335
                    )Net cash provided by operating
      activities
                    
                    
                    93,706
                    
                    
                    
                    102,656
                    
                    
                    
                    96,230Cash
      flows from investing activities:Additions
      to investment in real estate
                    
                    
                    (95,432
                    )
                    
                    
                    (95,470
                    )
                    
                    
                    (77,128
                    )Acquisitions
      of property
                    
                    
                    -
                    
                    
                    
                    (30,033
                    )
                    
                    
                    (55,715
                    )Cash
      distributions from joint venture
                    
                    
                    39,310
                    
                    
                    
                    -
                    
                    
                    
                    11,257Investment
      in joint ventures
                    
                    
                    (81,373
                    )
                    
                    
                    (11,567
                    )
                    
                    
                    (13,266
                    )Proceeds
      from sales of assets
                    
                    
                    -
                    
                    
                    
                    90
                    
                    
                    
                    -Proceeds
      from sales of properties
                    
                    
                    9,450
                    
                    
                    
                    205,404
                    
                    
                    
                    24,690Proceeds
      from sales of outparcels
                    
                    
                    6,060
                    
                    
                    
                    2,724
                    
                    
                    
                    6,770Withdrawals
      from restricted cash
                    
                    
                    192
                    
                    
                    
                    75
                    
                    
                    
                    266Additions
      to deferred expenses and other
                    
                    
                    (6,161
                    )
                    
                    
                    (5,328
                    )
                    
                    
                    (5,785
                    )Net cash (used in) provided by
      investing activities
                    
                    
                    (127,954
                    )
                    
                    
                    65,895
                    
                    
                    
                    (108,911
                    )Cash
      flows from financing activities:Proceeds
      from revolving line of credit, net
                    
                    
                    62,097
                    
                    
                    
                    28,000
                    
                    
                    
                    122,000Additions
      to deferred financing costs
                    
                    
                    (2,233
                    )
                    
                    
                    -
                    
                    
                    
                    (2,511
                    )Proceeds
      from issuance of mortgages and other notes payable
                    
                    
                    122,250
                    
                    
                    
                    -
                    
                    
                    
                    168,331Principal
      payments on mortgages and other notes payable
                    
                    
                    (76,437
                    )
                    
                    
                    (107,238
                    )
                    
                    
                    (179,497
                    )Exercise
      of stock options and other
                    
                    
                    299
                    
                    
                    
                    15,761
                    
                    
                    
                    2,087Cash
      distributions
                    
                    
                    (76,141
                    )
                    
                    
                    (94,678
                    )
                    
                    
                    (93,799
                    ).Net cash provided by (used in)
      financing activities
                    
                    
                    29,835
                    
                    
                    
                    (158,155
                    )
                    
                    
                    16,611Net
      change in cash and cash equivalents
                    
                    
                    (4,413
                    )
                    
                    
                    10,396
                    
                    
                    
                    3,930Cash
      and cash equivalents, at beginning of period
                    
                    
                    22,147
                    
                    
                    
                    11,751
                    
                    
                    
                    7,821Cash
      and cash equivalents, at end of period
                    
                    $
                    17,734
                    
                    
                    $
                    22,147
                    
                    
                    $
                    11,751
  The
accompanying notes are an integral part of these consolidated financial
statements.
  64
 Table of Contents
 
 GLIMCHER
REALTY TRUST
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollars
in thousands, except share and unit amounts)
 
 
 1.
              Organization
      and Basis of Presentation
 
 Organization
 
 Glimcher
Realty Trust (“GRT”) is a fully-integrated, self-administered and self-managed,
Maryland real estate investment trust (“REIT”), which owns, leases, manages and
develops a portfolio of retail properties (the “Property” or “Properties”)
consisting of enclosed regional and super regional malls (“Malls”) and community
shopping centers (“Community Centers”).  At December 31, 2008, GRT
both owned interests in and managed 27 Properties, consisting of 23 Malls (21
wholly owned and 2 partially owned through a joint venture) and 4 Community
Centers (three wholly owned and one partially owned through a joint
venture).  The “Company” refers to Glimcher Realty Trust and Glimcher
Properties Limited Partnership, a Delaware limited partnership, as well as
entities in which the Company has an interest, collectively.
 
 Basis
of Presentation
 
 The
consolidated financial statements include the accounts of GRT, Glimcher
Properties Limited Partnership (the “Operating Partnership,” “OP” or “GPLP”) and
Glimcher Development Corporation (“GDC”).  As of December 31,
2008, GRT was a limited partner in GPLP with a 92.2% ownership interest and
GRT’s wholly owned subsidiary, Glimcher Properties Corporation (“GPC”), was
GPLP’s sole general partner, with a 0.5% interest in GPLP. GDC, a wholly-owned
subsidiary of GPLP, provides development, construction, leasing and legal
services to the Company’s affiliates and is a taxable REIT
subsidiary.  The equity method of accounting is applied to entities in
which the Company does not have a controlling direct or indirect voting
interest, but can exercise influence over the entity with respect to its
operations and major decisions.  These entities are reflected on the
Company’s consolidated financial statements as “Investment in and advances to
unconsolidated real estate entities.”  All significant intercompany
accounts and transactions have been eliminated in the consolidated financial
statements.
 
 2.
              Summary
      of Significant Accounting Policies
 
 Revenue
Recognition
 
 Minimum
rents are recognized on an accrual basis over the terms of the related leases on
a straight-line basis.  Percentage rents, which are based on tenants’
sales as reported to the Company, are recognized once the sales reported by such
tenants exceed any applicable breakpoints as specified in the tenants’
leases.  The percentage rents are recognized based upon the
measurement dates specified in the leases which indicate when the percentage
rent is due.
 
 Recoveries
from tenants for real estate taxes, insurance and other shopping center
operating expenses are recognized as revenues in the period that the applicable
costs are incurred. The Company recognizes differences between estimated
recoveries and the final billed amounts in the subsequent year.  Other
revenues primarily consist of fee income which relates to property management
services and is recognized in the period in which the service is performed,
licensing agreement revenues which are recognized as earned, and the proceeds
from sales of development land which are generally recognized at the closing
date.
 
 Tenant
Accounts Receivable
 
 The
allowance for doubtful accounts reflects the Company’s estimate of the amounts
of the recorded accounts receivable at the balance sheet date that will not be
recovered from cash receipts in subsequent periods.  The Company’s
policy is to record a periodic provision for doubtful accounts based on total
revenues.  The Company also reviews specific tenant balances and
determines whether an additional allowance is necessary.  In recording
such a provision, the Company considers a tenant’s creditworthiness, ability to
pay, probability of collections and consideration of the retail sector in which
the tenant operates.  The allowance for doubtful accounts is reviewed
based upon the Company’s historical experience.
 
 65
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 Investment
in Real Estate – Carrying Value of Assets
 
 The
Company maintains a diverse portfolio of real estate assets.  The
portfolio holdings have increased as a result of both acquisitions and the
development of Properties and have been reduced by selected sales of
assets.  The amounts to be capitalized as a result of acquisitions and
developments and the periods over which the assets are depreciated or amortized
are determined based on the application of accounting standards that may require
estimates as to fair value and the allocation of various costs to the individual
assets.  The Company allocates the cost of the acquisition based upon
the estimated fair value of the net assets acquired.  The Company also
estimates the fair value of intangibles related to its
acquisitions.  The valuation of the fair value of the intangibles
involves estimates related to market conditions, probability of lease renewals
and the current market value of in-place leases.  This market value is
determined by considering factors such as the tenant’s industry, location within
the Property and competition in the specific market in which the Property
operates.  Differences in the amount attributed to the intangible
assets can be significant based upon the assumptions made in calculating these
estimates.
 
 Depreciation
and Amortization
 
 Depreciation
expense for real estate assets is computed using a straight-line method and
estimated useful lives for buildings and improvements using a weighted average
composite life of forty years and three to ten years for equipment and
fixtures.  Expenditures for leasehold improvements and construction
allowances paid to tenants are capitalized and amortized over the initial term
of each lease.  Cash allowances paid to tenants that are used for
purposes other than improvements to the real estate are amortized as a reduction
to minimum rents over the initial lease term.  Maintenance and repairs
are charged to expense as incurred.  Cash allowances paid in return
for operating covenants from retailers who own their real estate are capitalized
as contract intangibles.  These intangibles are amortized over the
period the retailer is required to operate their store.
 
 Investment
in Real Estate – Impairment Evaluation
 
 Management
evaluates the recoverability of its investment in real estate assets in
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144,
“Accounting for the Impairment or Disposal of Long-Lived
Assets.”  This statement requires that long-lived assets be reviewed
for impairment whenever events or changes in circumstances indicate that
recoverability of the asset is not assured.
 
 The
Company evaluates the recoverability of its investments in real estate assets to
be held and used each quarter and records an impairment charge when there is an
indicator of impairment and the undiscounted projected cash flows are less than
the carrying amount for a particular Property.  The estimated cash
flows used for the impairment analysis and the determination of estimated fair
value are based on the Company’s plans for the respective assets and the
Company’s views of market and economic conditions.  The estimates
consider matters such as current and historical rental rates, occupancies for
the respective Properties and comparable properties, sales contracts for certain
land parcels and recent sales data for comparable properties.  Changes
in estimated future cash flows due to changes in the Company’s plans or views of
market and economic conditions could result in recognition of impairment losses,
which, under the applicable accounting guidance, could be
substantial.
 
 The
Company recognized a $2,914 non-cash impairment charge on our Jersey Gardens
Center in the fourth quarter of 2007.  The charge resulted from a
ground lease for a diner restaurant with an option to purchase by the tenant and
a sales contract for the last undeveloped parcel.  The purchase price
under the ground lease option and the sales price for the final undeveloped
parcel were less than the basis of these parcels.
 
 Sale
of Real Estate Assets
 
 The
Company recognizes property sales in accordance with SFAS No. 66, “Accounting
for Sales of Real Estate.” The Company generally records the sales of operating
properties and outparcels using the full accrual method at closing, when the
earnings process is deemed to be complete. Sales not qualifying for full
recognition at the time of sale are accounted for under other appropriate
deferral methods.
 
 66
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 Investment
in Real Estate – Held-for-Sale
 
 The
Company evaluates the held-for-sale classification of its real estate each
quarter.  Assets that are classified as held-for-sale are recorded at
the lower of their carrying amount or fair value less cost to sell. Management
evaluates the fair value less cost to sell each quarter and records impairment
charges when required. Assets are generally classified as held-for-sale once
management commits to a plan to sell the Properties and has initiated an active
program to market them for sale.  The results of operations of these
real estate properties are reflected as discontinued operations in all periods
reported.
 
 On
occasion, the Company will receive unsolicited offers from third parties to buy
individual Properties.  Under these circumstances, the Company will
classify the properties as held-for-sale when a sales contract is executed with
no contingencies and the prospective buyer has funds at risk to ensure
performance.
 
 Accounting
for Acquisitions
 
 The
Company accounts for acquisitions of Properties in accordance with SFAS No. 141,
“Business Combinations.”  The fair value of the real estate acquired
is allocated to acquired tangible assets, consisting of land, building and
tenant improvements, and identified intangible assets and liabilities,
consisting of the value of above-market and below-market leases, acquired
in-place leases and the value of tenant relationships, based in each case on
their fair values.  Purchase accounting is applied to assets and
liabilities related to real estate entities acquired based upon the percentage
of interest acquired.
 
 The fair
value of the tangible assets of an acquired property (which includes land,
building and tenant improvements) is determined by valuing the property as if it
were vacant, based on management’s determination of the relative fair values of
these assets.  Management determines the as-if-vacant fair value of an
acquired property using methods to determine the replacement cost of the
tangible assets.
 
 In
determining the fair value of the identified intangible assets and liabilities
of an acquired property, above-market and below-market lease values are recorded
based on the present value (using an interest rate which reflects the risks
associated with the leases acquired) of the difference between (i) the
contractual amounts to be paid pursuant to the in-place leases and (ii)
management’s estimate of fair market lease rates for the corresponding in-place
leases, measured over a period equal to the remaining non-cancelable term of the
lease.  The capitalized above-market lease values and the capitalized
below-market lease values are amortized as an adjustment to rental income over
the initial lease term.
 
 The
aggregate value of in-place leases is determined by evaluating various factors,
including an estimate of carrying costs during the expected lease-up periods,
current market conditions and similar leases.  In estimating carrying
costs, management includes real estate taxes, insurance and other operating
expenses, and estimates of lost rental revenue during the expected lease-up
periods based on current market demand.  Management also estimates
costs to execute similar leases including leasing commissions, legal and other
related costs.  The value assigned to this intangible asset is
amortized over the remaining lease term plus an assumed renewal period that is
reasonably assured.
 
 The
aggregate value of other acquired intangible assets include tenant
relationships.  Factors considered by management in assigning a value
to these relationships include: assumptions of probability of lease renewals,
investment in tenant improvements, leasing commissions and an approximate time
lapse in rental income while a new tenant is located.  The value
assigned to this intangible asset is amortized over the average life of the
relationship.
 
 Deferred
Costs
 
 The
Company capitalizes initial direct costs in accordance with SFAS No. 91,
“Accounting for Nonrefundable Fees and Costs Associated with Originating or
Acquiring Loans and Initial Direct Costs of Leases,” and amortizes these costs
over the initial lease term.  The costs are capitalized upon the
execution of the lease and the amortization period begins the earlier of the
store opening date or the date the tenant’s lease obligation
begins.
 
 67
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 Stock-Based
Compensation
 
 Effective
January 1, 2006, the Company adopted the fair value recognition provisions of
SFAS No. 123(R), which expands and clarifies SFAS No. 123, “Accounting for
Stock-Based Compensation.”   The cost is expensed over the
requisite service period (usually the vesting period) beginning the first
quarter of 2006 for awards issued after June 15, 2005. The adoption of SFAS
No. 123(R) did not have a material impact on the Company’s financial position or
results of operations.
 
 Cash
and Cash Equivalents
 
 For
purposes of the statements of cash flows, all highly liquid investments
purchased with original maturities of three months or less are considered to be
cash equivalents.  Cash and cash equivalents primarily consisted of
overnight purchases of debt securities.   The carrying amounts
approximate fair value.
 
 Restricted
Cash
 
 Restricted
cash consists primarily of cash held for real estate taxes, insurance, property
reserves for maintenance and expansion or leasehold improvements as required by
certain of the loan agreements.
 
 Deferred
Expenses
 
 Deferred
expenses consist principally of financing fees.  These costs are
amortized as interest expense over the terms of the respective
agreements.  Deferred expenses in the accompanying consolidated
balance sheets are shown net of accumulated amortization.
 
 Derivative
Instruments and Hedging Activities
 
 The
Company recognizes all derivative financial instruments in the consolidated
financial statements at fair value regardless of the purpose or intent for
holding the instrument.  Changes in the fair value of derivative
financial instruments that qualify for hedge accounting are recorded in
stockholders’ equity as a component of comprehensive income and as an adjustment
to the carrying value of the hedged item.  Changes in fair values of
derivatives not qualifying for hedge accounting are reported in
earnings.
 
 For
derivative instruments that are designated and qualify as a cash flow hedge
(i.e., hedging the exposure to variability in expected future cash flows that is
attributable to a particular risk), the effective portion of the gain or loss on
the derivative instrument is reported as a component of accumulated other
comprehensive income and reclassified into interest income or interest expense
in the same period or periods during which the hedged item affects interest
income or interest expense. The remaining gain or loss of the derivative
instruments in excess of the cumulative change in the present value of future
cash flows of the hedged item, if any, is ineffective and is recognized in other
income/other expense during the period of change.  Upon termination of
a derivative instrument prior to maturity, the aforementioned adjustment to
accumulated other comprehensive income is amortized or accreted into interest
income or interest expense over the remaining term of the hedge relationship
using the effective interest method.  Should the hedged item mature,
be sold or extinguished prior to the end of the hedge relationship or a
forecasted transaction is probable of not occurring, the aforementioned amounts
in accumulated other comprehensive income are reclassified to interest income or
interest expense and the derivative instrument’s change in fair value from that
point forward will be recorded in other income or other expense.
 
 68
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 Interest
Costs
 
 The
components of the Company’s interest costs related to its continuing operations
are shown in the table below.  Interest expense and loan fees are
recorded consistent with the terms of the Company’s financing
arrangements.  Capitalized interest is recorded as a reduction to
interest expense based upon the Company’s weighted average borrowing
rate.
 
 Years
      Ended December 31,2008
                  
                  
                  2007
                  
                  
                  2006Interest
      expense
                  
                  $
                  80,286
                  
                  
                  $
                  86,073
                  
                  
                  $
                  80,313Amortization
      of loan fees
                  
                  
                  1,990
                  
                  
                  
                  1,867
                  
                  
                  
                  1,853Total
      interest expense
                  
                  
                  82,276
                  
                  
                  
                  87,940
                  
                  
                  
                  82,166Interest
      capitalized
                  
                  
                  6,694
                  
                  
                  
                  4,793
                  
                  
                  
                  2,885Total
      interest costs
                  
                  $
                  88,970
                  
                  
                  $
                  92,733
                  
                  
                  $
                  85,051
 
 Investment
in and Advances to Unconsolidated Real Estate Entities
 
 The
Company evaluates all joint venture arrangements for
consolidation.  The percentage interest in the joint venture,
evaluation of control and whether a variable interest entity (“VIE”) exists are
all considered in determining if the arrangement qualifies for
consolidation.
 
 The
Company accounts for its investments in unconsolidated real estate entities
using the equity method of accounting whereby the cost of an investment is
adjusted for the Company’s share of equity in net income or loss beginning on
the date of acquisition and reduced by distributions received.  The
income or loss of each joint venture investor is allocated in accordance with
the provisions of the applicable operating agreements.  The allocation
provisions in these agreements may differ from the ownership interest held by
each investor.  Differences between the carrying amount of the
Company’s investment in the respective joint venture and the Company’s share of
the underlying equity of such unconsolidated entities are amortized over the
respective lives of the underlying assets as applicable.
 
 The
Company periodically reviews its investment in unconsolidated real estate
entities for other than temporary declines in market value.  Any
decline that is not expected to be recovered in the next twelve months is
considered other than temporary and an impairment charge is recorded as a
reduction in the carrying value of the investment.
 
 Advertising
Costs
 
 The
Company promotes its Properties on behalf of its tenants through various media.
Advertising is expensed as incurred and the majority of the advertising expense
is recovered from the tenants through lease obligations. Advertising expense was
$5,863, $5,449, and $5,897 for the years ended December 31, 2008, 2007, and
2006, respectively.
 
 Income
Taxes
 
 GRT files
as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as
amended (the “Code”).  In order to qualify as a REIT, GRT is required
to distribute at least 90.0% of its ordinary taxable income to shareholders and
to meet certain asset and income tests as well as certain other
requirements.  GRT will generally not be liable for federal income
taxes, provided it satisfies the necessary distribution requirements and
maintains its REIT status.  Even as a qualified REIT, the Company is
subject to certain state and local taxes on its income and
property.
 
 69
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 The
Company’s subsidiary, GDC, has elected taxable REIT subsidiary status under
Section 856(l) of the Code.  GPLP wholly owns GDC.  For
federal income tax purposes, GDC is treated as a separate entity and taxed as a
C-Corporation.  In accordance with SFAS No. 109 “Accounting for Income
Taxes,” deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases, and operating loss carry forwards of
GDC.  Deferred tax assets and liabilities are measured using enacted
tax rates in effect for the year in which those temporary differences are
expected to be recovered or settled.
 
 Minority
Interests
 
 Minority
interests represent the aggregate partnership interest in the Operating
Partnership held by the Operating Partnership limited partner unit holders (the
“Unit Holders”).  Income allocated to minority interest is based on
the Unit Holders ownership percentage of the Operating
Partnership.  The ownership percentage is determined by dividing the
numbers of Operating Partnership Units (“OP Units”) held by the Unit Holders by
the total number of OP Units outstanding.  The issuance of additional
shares of beneficial interest (the “Common Shares”, “Shares” or “Share”) or OP
Units changes the percentage ownership of both the Unit Holders and the
Company.  Since an OP unit is generally redeemable for cash or Shares
at the option of the Company, it is deemed to be equivalent to a
Share.  Therefore, such transactions are treated as capital
transactions and result in an allocation between shareholders’ equity and
minority interest in the accompanying balance sheets to account for the change
in the ownership of the underlying equity in the Operating
Partnership.
 
 Supplemental
Disclosure of Non-Cash Financing and Investing Activities
 
 Non-cash
transactions resulting from other accounts payable and accrued expenses for
ongoing operations such as real estate improvements and other assets were $6,857
and $5,704 as of December 31, 2008 and 2007, respectively.  In
connection with the sale of University Mall, the Company received a $5,000
non-interest bearing note that was discounted to its present value in
2007.  In connection with the purchase of Merritt Square Mall in
Merritt Island, Florida, the Company assumed a $57,000 mortgage loan with a
5.35% interest rate.
 
 Share
distributions of $12,099 and $18,120 were declared, but not paid as of December
31, 2008 and 2007, respectively.  Operating Partnership distributions
of $956 and $1,436 were declared, but not paid as of December 31, 2008 and 2007,
respectively.  Distributions for GRT’s 8.75% Series F Cumulative
Preferred Shares of Beneficial Interest of $1,313 were declared, but not paid as
of December 31, 2008 and 2007.  Distributions for GRT’s 8.125% Series
G Cumulative Preferred Shares of Beneficial Interest of $3,046 were declared,
but not paid as of December 31, 2008 and 2007.
 
 Comprehensive
Income
 
 SFAS No.
130, “Reporting Comprehensive Income,” establishes guidelines for the reporting
and display of comprehensive income and its components in financial
statements.  Comprehensive income includes net income and all other
non-owner charges in shareholders’ equity during a period, including unrealized
gains and losses from value adjustments on certain derivative
instruments.
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.  Actual results could differ from those
estimates.
 
 70
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 New
Accounting Pronouncements
 
 In late
2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141R, a
revision of SFAS No. 141, “Accounting for Business
Combinations.”  This standard expands the use of fair value principles
as well as the treatment of pre-acquisition costs.  This standard is
effective for fiscal years beginning after December 15, 2008 (and thus
acquisitions after December 31, 2008).  The Company believes that it
will not have a material effect on its Company’s financial position and results
of operations.
 
 In late
2007, the FASB issued SFAS No. 160, “Reporting for Minority
Interests.”  Currently, minority interest is not part of shareholders’
equity. Under SFAS No. 160, minority interest will become part of shareholders’
equity. This change may affect key financial ratios, such as debt to equity
ratios.  This standard is effective no later than for fiscal years
beginning after December 15, 2008.  The Company anticipates that upon
adoption of Statement No. 160 in 2009, the non controlling interests in the
Operating Partnership will no longer need to be carried at zero balances in the
Company’s balance sheet.  As a result, the income or loss allocated to
these non controlling interests would be affected by their proportionate
ownership percentage of the Operating Partnership.
 
 In
February 2008, FASB issued Staff Position No. SFAS 157-2 which provides for a
one-year deferral of the effective date of SFAS No. 157, “Fair Value
Measurements,” for non-financial assets and liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis.  The Company is evaluating the impact
of this standard as it relates to the Company’s financial position and results
of operations.
 
 In
March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement
No. 133.”  This statement amends SFAS No. 133 to provide
additional information about how derivative and hedging activities affect an
entity’s financial position, financial performance, and cash
flows.  The statement requires enhanced disclosures about an entity’s
derivatives and hedging activities.  SFAS No. 161 is effective
for financial statements issued for fiscal years beginning after
November 15, 2008.  The Company is currently evaluating the
application of this statement and anticipates the statement will not have an
effect on its results of operations or financial position as the statement only
provides for new disclosure requirements.
 
 In
October 2008, FASB issued Staff Position No. SFAS 157-3, which clarifies the
application of FASB SFAS No. 157 Fair Value Measurements.  Staff
Position No. SFAS 157-3 provides guidance in determining the fair value of a
financial asset when the market for that financial asset is not
active.  The Company is evaluating the impact of this standard as it
relates to the Company’s financial position and results of
operations.
 
 Reclassifications
 
 Certain
reclassifications of prior period amounts, including the presentation of the
Statement of Operations required by SFAS No. 144, “Accounting for the Impairment
or Disposal of Long-Lived Assets,” have been made in the financial statements in
order to conform to the 2008 presentation.
 
 71
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 3.
              Real
      Estate Assets Held-for-Sale
 
 SFAS No.
144, “Accounting for the Impairment or Disposal of Long-Lived Assets” requires
that long-lived assets that are to be disposed of by sale be measured at the
lower of book value or fair value less costs to sell.  During the year
ended December 31, 2008 the Company sold one Property, Knox Village
Square.  As of December 31, 2008, the Company classified two Malls
(Eastland Mall, North Carolina and The Great Mall of the Great Plains) and one
Community Center (Ohio River Plaza) as held-for-sale.  The financial
results, including any impairment charges for these Properties, are reported as
discontinued operations in the consolidated statements of operations and the net
book value of the assets are reflected as held-for-sale on the balance
sheet.  The table below provides information on the held-for-sale
assets.
 
 December
      31,2008
                  
                  
                  2007Number
      of Properties sold
                  
                  
                  1
                  
                  
                  
                  4Number
      of Properties held-for-sale
                  
                  
                  3
                  
                  
                  
                  4Real
      estate assets held-for-sale
                  
                  $
                  63,339
                  
                  
                  $
                  68,671Mortgage
      notes payable associated with properties held-for-sale
                  
                  $
                  72,229
                  
                  
                  $
                  81,541
 
 4.
              Tenant
      Accounts Receivable
 
 The
Company’s accounts receivable is comprised of the following
components:
 
 Accounts
      Receivable – Assets Held-For-Investment
                            
                            December
      31,2008
                            
                            
                            2007Billed
      receivables
                            
                            $
                            18,271
                            
                            
                            $
                            17,453Straight-line
      receivables
                            
                            
                            18,758
                            
                            
                            
                            20,509Unbilled
      receivables
                            
                            
                            9,686
                            
                            
                            
                            8,638Less:  allowance
      for doubtful accounts
                            
                            
                            (9,802
                            )
                            
                            
                            (7,125
                            )Net
      accounts receivable
                            
                            $
                            36,913
                            
                            
                            $
                            39,475Accounts
      Receivable – Assets Held-For-Sale (1)2008
                            
                            
                            2007Billed
      receivables
                            
                            $
                            2,394
                            
                            
                            $
                            2,300Straight-line
      receivables
                            
                            
                            311
                            
                            
                            
                            329Unbilled
      receivables
                            
                            
                            179
                            
                            
                            
                            1,032Less:  allowance
      for doubtful accounts
                            
                            
                            (1,449
                            )
                            
                            
                            (1,386
                            )Net
      accounts receivable
                            
                            $
                            1,435
                            
                            
                            $
                            2,275
 
 (1)
              Included
      in non-real estate assets associated with discontinued
      operations.
 
 
 72
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 5.
              Mortgage
      Notes Payable as of December 31, 2008 and December 31, 2007 consist of the
      following:
 
 Carrying
      Amount of
                          
                          
                          Interest
                          
                          Interest
                          
                          Payment
                          
                          Payment
      at
                          
                          MaturityDescription/Borrower
                          
                          Mortgage Notes Payable
                          
                          
                          Rate
                          
                          Rate
                          
                          Terms
                          
                          Maturity
                          
                          DateMortgage
      Notes Payable
                          
                          2008
                          
                          
                          2007
                          
                          
                          2008
                          
                          
                          2007Fixed
      Rate:Grand
      Central L.P.  (x)
                          
                          $
                          46,135
                          
                          
                          $
                          47,001
                          
                          
                          
                          7.18%
                          
                          
                          
                          7.18%
                          
                          
                          
                          (a)
                          
                          $
                          46,065
                          
                          February
      1, 2009Johnson
      City Venture, LLC
                          
                          
                          37,827
                          
                          
                          
                          38,323
                          
                          
                          
                          8.37%
                          
                          
                          
                          8.37%
                          
                          
                          
                          (a)
                          
                          $
                          37,026
                          
                          June
      1, 2010Polaris
      Center, LLC
                          
                          
                          39,423
                          
                          
                          
                          39,969
                          
                          
                          
                          8.20%
                          
                          
                          
                          8.20%
                          
                          (o)
                          
                          (a)
                          
                          $
                          38,543
                          
                          (h)Catalina
      Partners, LP
                          
                          
                          42,250
                          
                          
                          
                          -
                          
                          
                          
                          4.72%
                          
                          
                          
                          -
                          
                          (p)
                          
                          (b)
                          
                          $
                          42,250
                          
                          April
      23, 2011Glimcher
      Northtown Venture, LLC
                          
                          
                          40,000
                          
                          
                          
                          -
                          
                          
                          
                          6.02%
                          
                          
                          
                          -
                          
                          (q)
                          
                          (b)
                          
                          $
                          40,000
                          
                          (i)Morgantown
      Mall Associates, LP
                          
                          
                          39,951
                          
                          
                          
                          -
                          
                          
                          
                          6.52%
                          
                          
                          
                          -
                          
                          (r)
                          
                          (a)
                          
                          $
                          38,028
                          
                          (j)Glimcher
      Ashland Venture, LLC
                          
                          
                          23,701
                          
                          
                          
                          24,273
                          
                          
                          
                          7.25%
                          
                          
                          
                          7.25%
                          
                          
                          
                          (a)
                          
                          $
                          21,817
                          
                          November
      1, 2011Dayton
      Mall Venture, LLC
                          
                          
                          54,015
                          
                          
                          
                          54,983
                          
                          
                          
                          8.27%
                          
                          
                          
                          8.27%
                          
                          (o)
                          
                          (a)
                          
                          $
                          49,864
                          
                          (k)Glimcher
      WestShore, LLC
                          
                          
                          91,921
                          
                          
                          
                          93,624
                          
                          
                          
                          5.09%
                          
                          
                          
                          5.09%
                          
                          
                          
                          (a)
                          
                          $
                          84,824
                          
                          September
      9, 2012PFP
      Columbus, LLC
                          
                          
                          137,144
                          
                          
                          
                          139,692
                          
                          
                          
                          5.24%
                          
                          
                          
                          5.24%
                          
                          
                          
                          (a)
                          
                          $
                          124,572
                          
                          April
      11, 2013LC
      Portland, LLC
                          
                          
                          128,779
                          
                          
                          
                          131,069
                          
                          
                          
                          5.42%
                          
                          
                          
                          5.42%
                          
                          (o)
                          
                          (a)
                          
                          $
                          116,922
                          
                          (l)JG
      Elizabeth, LLC
                          
                          
                          153,260
                          
                          
                          
                          156,082
                          
                          
                          
                          4.83%
                          
                          
                          
                          4.83%
                          
                          
                          
                          (a)
                          
                          $
                          135,194
                          
                          June
      8, 2014MFC
      Beavercreek, LLC
                          
                          
                          105,686
                          
                          
                          
                          107,499
                          
                          
                          
                          5.45%
                          
                          
                          
                          5.45%
                          
                          
                          
                          (a)
                          
                          $
                          92,762
                          
                          November
      1, 2014Glimcher
      Supermall Venture, LLC
                          
                          
                          57,675
                          
                          
                          
                          58,624
                          
                          
                          
                          7.54%
                          
                          
                          
                          7.54%
                          
                          (o)
                          
                          (a)
                          
                          $
                          49,969
                          
                          (m)Glimcher
      Merritt Square, LLC
                          
                          
                          57,000
                          
                          
                          
                          57,000
                          
                          
                          
                          5.35%
                          
                          
                          
                          5.35%
                          
                          
                          
                          (c)
                          
                          $
                          52,914
                          
                          September
      1, 2015RVM
      Glimcher, LLC
                          
                          
                          50,000
                          
                          
                          
                          50,000
                          
                          
                          
                          5.65%
                          
                          
                          
                          5.65%
                          
                          
                          
                          (d)
                          
                          $
                          44,931
                          
                          January
      11, 2016WTM
      Glimcher, LLC
                          
                          
                          60,000
                          
                          
                          
                          60,000
                          
                          
                          
                          5.90%
                          
                          
                          
                          5.90%
                          
                          
                          
                          (b)
                          
                          $
                          60,000
                          
                          June
      8, 2016EM
      Columbus II, LLC
                          
                          
                          43,000
                          
                          
                          
                          43,000
                          
                          
                          
                          5.87%
                          
                          
                          
                          5.87%
                          
                          
                          
                          (e)
                          
                          $
                          38,057
                          
                          December
      11, 2016Tax
      Exempt Bonds  (u)
                          
                          
                          19,000
                          
                          
                          
                          19,000
                          
                          
                          
                          6.00%
                          
                          
                          
                          6.00%
                          
                          
                          
                          (f)
                          
                          $
                          19,000
                          
                          November
      1, 20281,226,767
                          
                          
                          
                          1,120,139Other:Fair
      value adjustments
                          
                          
                          (1,140
                          )
                          
                          
                          (973
                          )Extinguished
      debt (w)
                          
                          
                          -
                          
                          
                          
                          51,503
                          
                          
                          
                          
                          
                          
                          
                          6.89%Mortgage
      Notes Payable
                          
                          $
                          1,225,627
                          
                          
                          $
                          1,170,669Properties
      Held-for-SaleMount Vernon
      Venture, LLC (s)(v)
                          
                          $
                          -
                          
                          
                          $
                          8,634
                          
                          
                          
                          
                          
                          
                          
                          7.41%Charlotte Eastland
      Mall, LLC (s)(t)
                          
                          
                          42,229
                          
                          
                          
                          42,907
                          
                          
                          
                          8.50%
                          
                          
                          
                          7.84%
                          
                          (o)
                          
                          (b)
                          
                          $
                          42,229
                          
                          (g)GM Olathe, LLC (s)
      (t) (x)
                          
                          
                          30,000
                          
                          
                          
                          30,000
                          
                          
                          
                          4.30%
                          
                          
                          
                          6.35%
                          
                          (n)
                          
                          (b)
                          
                          $
                          30,000
                          
                          January
      12, 2009Mortgage
      Notes Payable Associated with Properties Held-for-Sale
                          
                          $
                          72,229
                          
                          
                          $
                          81,541
 
 (a)
                                                                        The
      loan requires monthly payments of principal and
  interest.(b)
                                                                        The
      loan requires monthly payments of interest only.(c)
                                                                        The
      loan requires monthly payments of interest only until October 2010,
      thereafter principal and interest are required.(d)
                                                                        The
      loan requires monthly payments of interest only until February 2009,
      thereafter principal and interest are required.(e)
                                                                        The
      loan requires monthly payments of interest only until December 2008,
      thereafter principal and interest are required.(f)
                                                                        The
      loan requires semi-annual payments of interest.(g)
                                                                        The Company entered
      into a loan modification agreement that extended the optional prepayment
      date to September 11, 2009. Per
      the agreement, if the property is not sold prior to September 11, 2009,
      the property will be conveyed to the lender, without
      penalty, and the Company will be released of all obligations under the
      loan agreement.(h)
                                                                        The
      loan matures in June 2030, with an optional prepayment (without penalty)
      date on June 1, 2010.(i)
                                                                        The
      loan matures on October 21, 2011, however, the Company has one, one-year
      extension option that would extend the maturity date of the loan toOctober
      21, 2012(j)
                                                                        The
      loan matures on October 13, 2011, however, the Company has two, one-year
      extension options that would extend the maturity date of the loan
      toOctober
      13, 2013.(k)
                                                                        The
      loan matures in July 2027, with an optional prepayment (without penalty)
      date on July 11, 2012.(l)
                                                                        The
      loan matures in June 2033, with an optional prepayment (without penalty)
      date on June 11, 2013.(m)
                                                                        The
      loan matures in September 2029, with an optional prepayment (without
      penalty) date on February 11, 2015.(n)
                                                                        Interest rate of
      LIBOR plus 165 basis points fixed through an interest rate protection
      agreement at a rate of 4.30% and 6.35% at December 31, 2008 and
      December 31, 2007, respectively.(o)
                                                                        Interest
      rate escalates after optional prepayment date.(p)
                                                                        Interest
      rate of LIBOR plus 165 basis points fixed through an interest rate
      protection agreement at a rate of 4.72% at December 31,
    2008.(q)
                                                                        Interest
      rate of LIBOR plus 300 basis points fixed through an interest rate
      protection agreement at a rate of 6.02% at December 31,
    2008.(r)
                                                                        Interest
      rate of LIBOR plus 350 basis points fixed through an interest rate
      protection  agreement at a rate of 6.52% at December 31,
      2008.(s)
                                                                        Mortgage
      notes payable associated with Properties held-for-sale as of December 31,
      2007.(t)
                                                                        Mortgage
      notes payable associated with Properties held-for-sale as of December 31,
      2008.(u)
                                                                        The bonds were
      issued by the New Jersey Economic Development Authority as part of the
      financing for the development of
      the Jersey Gardens Mall site.  Although, not secured by the
      property, the loan is fully guaranteed by Glimcher Realty
      Trust.(v)
                                                                        This
      loan was paid off in February 2008.(w)
                                                                        This
      loan was paid off in October 2008.(x)
                                                                        The
      loan was paid off during the first quarter of
  2009.
 73
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 All
mortgage notes payable are collateralized by Properties (owned by the respective
entities) with net book values of $1,464,607 and $1,399,832 at December 31, 2008
and December 31, 2007, respectively. Certain of the loans contain financial
covenants regarding minimum net operating income and coverage
ratios.  Management believes they are in compliance with all covenants
at December 31, 2008.  Additionally, $110,331 of mortgage notes
payable relating to certain Properties are guaranteed by the Company as of
December 31, 2008.
 
 Principal
maturities (excluding extension options) on mortgage notes payable during the
five years subsequent to December 31, 2008, are as follows:  2009
- $135,801; 2010 - $93,586; 2011 - $161,005; 2012 - $151,850; 2013 - $253,296;
thereafter - $503,458.
 
 6.
              Notes
      Payable
 
 The
Company’s $470,000 unsecured credit facility (“Credit Facility”) matures in
December 2009 and has a one-year extension option available to the Company,
subject to the satisfaction of certain conditions.  It is expandable
to $600,000, provided there is no default under the Credit Facility and one or
more participating lenders agrees to increase their funding commitment or one or
more new participating lenders is added to the Credit Facility.  The
interest rate ranges from LIBOR plus 0.95% to LIBOR plus 1.40% depending upon
the Company’s ratio of debt to total asset value.  The Credit Facility
contains customary covenants, representations, warranties and events of default,
including maintenance of a specified minimum net worth requirement; a total debt
to total asset value ratio; a secured debt and recourse indebtedness to total
asset value ratio; an interest coverage ratio and a fixed charge coverage
ratio.  Management believes the Company is in compliance with all
covenants under the Credit Facility as of December 31, 2008.
 
 At
December 31, 2008, the outstanding balance on the Credit Facility was
$362,097.  Additionally, $23,747 represented a holdback on the
available balance for letters of credit issued under the Credit
Facility.  As of December 31, 2008, the unused balance of the
Credit Facility available to the Company was $84,156 and the interest rate on
the outstanding balance was 1.63%.  One of the lenders (the
“Defaulting Lender”) under the Credit Facility has failed to fund its pro rata
share of one or more advances under the credit agreement during
2008.  If the Defaulting Lender’s failure to perform its obligations
under the Credit Facility continues, then the Company’s available capacity under
the Credit Facility could be reduced by approximately $5,700.
 
 At
December 31, 2007, the outstanding balance on the Credit Facility was $300,000
and the interest rate was 5.65%.  Additionally, $21,176 represented a
holdback on the available balance for letters of credit issued under the Credit
Facility.  As of December 31, 2007, the unused balance of the Credit
Facility available to the Company was $148,824.
 
 74
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 7.
              Income
      Taxes
 
 The
following table reconciles the Company’s net income (loss) to taxable income for
the years ended December 31, 2008, 2007 and 2006:
 
 2008
                    
                    
                    2007
                    
                    
                    2006Net
      income (loss)
                    
                    $
                    16,769
                    
                    
                    $
                    38,357
                    
                    
                    $
                    (77,165
                    )Add:
      Net loss of taxable REIT subsidiaries
                    
                    
                    77
                    
                    
                    
                    1,488
                    
                    
                    
                    1,163Net
      income (loss) from REIT operations (1)
                    
                    
                    16,846
                    
                    
                    
                    39,845
                    
                    
                    
                    (76,002
                    )Add:
      Book depreciation and amortization
                    
                    
                    77,552
                    
                    
                    
                    72,901
                    
                    
                    
                    71,923Less:
      Tax depreciation and amortization
                    
                    
                    (56,178
                    )
                    
                    
                    (57,321
                    )
                    
                    
                    (57,573
                    )Book
      (gain) loss from capital transactions and impairments
                    
                    
                    (1,978
                    )
                    
                    
                    (17,229
                    )
                    
                    
                    99,687Tax
      gain (loss) from capital transactions
                    
                    
                    2,380
                    
                    
                    
                    126
                    
                    
                    
                    (4,079
                    )Stock
      options
                    
                    
                    413
                    
                    
                    
                    (5,418
                    )
                    
                    
                    (529
                    )Executive
      Compensation
                    
                    
                    (1,675
                    )
                    
                    
                    -
                    
                    
                    
                    -FAS
      141 Intangible Assets
                    
                    
                    (2,720
                    )
                    
                    
                    (1,157
                    )
                    
                    
                    (985
                    )Other
      book/tax differences, net
                    
                    
                    (1,490
                    )
                    
                    
                    (659
                    )
                    
                    
                    477Taxable
      income before adjustments
                    
                    
                    33,150
                    
                    
                    
                    31,088
                    
                    
                    
                    32,919Less:  Capital
      gains
                    
                    
                    (3,909
                    )
                    
                    
                    (126
                    )
                    
                    
                    (196
                    )Adjusted
      taxable income subject to 90% requirement
                    
                    $
                    29,241
                    
                    
                    $
                    30,962
                    
                    
                    $
                    32,723
 
 (1)
              Adjustments
      to “Net income (loss) from REIT operations” are net of amounts
      attributable to minority interest and taxable REIT
      subsidiaries.
 
 Reconciliation Between Cash
Dividends Paid and Dividends Paid Deduction:
 
 The
following table reconciles cash dividends paid with the dividends paid deduction
for the years ended December 31, 2008, 2007 and 2006:
 
 2008
                  
                  
                  2007
                  
                  
                  2006Cash
      dividends paid
                  
                  $
                  71,836
                  
                  
                  $
                  88,917
                  
                  
                  $
                  87,922Less:
      Dividends designated to prior year
                  
                  
                  (22,479
                  )
                  
                  
                  (22,041
                  )
                  
                  
                  (21,912
                  )Plus:
      Dividends designated from following year
                  
                  
                  4,359
                  
                  
                  
                  22,479
                  
                  
                  
                  22,041Less:
      Portion designated return of capital
                  
                  
                  (20,566
                  )
                  
                  
                  (58,267
                  )
                  
                  
                  (55,132
                  )Dividends
      paid deduction
                  
                  $
                  33,150
                  
                  
                  $
                  31,088
                  
                  
                  $
                  32,919
 
 Characterization of
Distributions:
 
 The
following table characterizes distributions paid per common share for the years
ended December 31, 2008, 2007 and 2006:
 
 2008
                    
                    
                    2007
                    
                    
                    2006Amount
                    
                    
                    %
                    
                    
                    Amount
                    
                    
                    %
                    
                    
                    Amount
                    
                    
                    %Ordinary
      income
                    
                    $
                    0.3667
                    
                    
                    
                    38.20
                    %
                    
                    $
                    0.3635
                    
                    
                    
                    18.90
                    %
                    
                    $
                    0.4191
                    
                    
                    
                    21.79
                    %Return
      of capital
                    
                    
                    0.5443
                    
                    
                    
                    56.70
                    
                    
                    
                    1.5582
                    
                    
                    
                    81.02
                    
                    
                    
                    1.5016
                    
                    
                    
                    78.08Capital
      gains
                    
                    
                    0.0174
                    
                    
                    
                    1.81
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Unrecaptured
      Section 1250 gain
                    
                    
                    0.0316
                    
                    
                    
                    3.29
                    
                    
                    
                    0.0015
                    
                    
                    
                    0.08
                    
                    
                    
                    0.0025
                    
                    
                    
                    0.13$
                    0.9600
                    
                    
                    
                    100.00
                    %
                    
                    $
                    1.9232
                    
                    
                    
                    100.00
                    %
                    
                    $
                    1.9232
                    
                    
                    
                    100.00
                    %
 
 For 2008,
the common share dividend declared in December and paid in January will be
reported in the 2009 tax year.  For 2007 and 2006, the common share
dividend declared in December and paid in January were deemed paid on
December 31, per Internal Revenue Code section 857(b)(9) and therefore
reportable in the 2007 and 2006 tax year.
  75
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 The
following table characterizes distributions paid per Series F Preferred Share
for the years ended December 31, 2008, 2007 and 2006:
 
 2008
                  
                  
                  2007
                  
                  
                  2006Amount
                  
                  
                  %
                  
                  
                  Amount
                  
                  
                  %
                  
                  
                  Amount
                  
                  
                  %Ordinary
      income
                  
                  $
                  1.9297
                  
                  
                  
                  88.21
                  %
                  
                  $
                  2.1787
                  
                  
                  
                  99.59
                  %
                  
                  $
                  2.1746
                  
                  
                  
                  99.40
                  %Return
      of capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Capital
      gains
                  
                  
                  0.0918
                  
                  
                  
                  4.20
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Unrecaptured
      Section 1250 gain
                  
                  
                  0.1661
                  
                  
                  
                  7.59
                  
                  
                  
                  0.0089
                  
                  
                  
                  0.41
                  
                  
                  
                  0.0130
                  
                  
                  
                  0.60$
                  2.1876
                  
                  
                  
                  100.00
                  %
                  
                  $
                  2.1876
                  
                  
                  
                  100.00
                  %
                  
                  $
                  2.1876
                  
                  
                  
                  100.00
                  %
 
 The
Series F Preferred dividends declared in December and paid in January are deemed
paid on December 31, per Internal Revenue Code section 857(b)(9) and
therefore reportable in the current tax year.
 
 The
following table characterizes distributions paid per Series G Preferred Share
for the years ended December 31, 2008, 2007 and 2006:
 
 
 2008
                  
                  
                  2007
                  
                  
                  2006Amount
                  
                  
                  %
                  
                  
                  Amount
                  
                  
                  %
                  
                  
                  Amount
                  
                  
                  %Ordinary
      income
                  
                  $
                  1.7917
                  
                  
                  
                  88.20
                  %
                  
                  $
                  2.0230
                  
                  
                  
                  99.60
                  %
                  
                  $
                  2.0191
                  
                  
                  
                  99.40
                  %Return
      of capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Capital
      gains
                  
                  
                  0.1543
                  
                  
                  
                  7.60
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Unrecaptured
      Section 1250 gain
                  
                  
                  0.0852
                  
                  
                  
                  4.20
                  
                  
                  
                  0.0082
                  
                  
                  
                  0.40
                  
                  
                  
                  0.0121
                  
                  
                  
                  0.60$
                  2.0312
                  
                  
                  
                  100.00
                  %
                  
                  $
                  2.0312
                  
                  
                  
                  100.00
                  %
                  
                  $
                  2.0312
                  
                  
                  
                  100.00
                  %
 
 The
Series G Preferred dividends declared in December and paid in January are deemed
paid on December 31, per Internal Revenue Code section 857(b)(9) and
therefore reportable in the current tax year.
 
 Deferred
income taxes represent the tax effect of the differences between the book and
tax bases of assets and liabilities of GDC.  Deferred tax assets
(liabilities) include the following:
 
 Deferred
tax assets (liabilities):
 
 2008
                  
                  
                  2007
                  
                  
                  2006Investment
      in partnership
                  
                  $
                  240
                  
                  
                  $
                  99
                  
                  
                  $
                  16Capitalized
      development costs
                  
                  
                  (1,263
                  )
                  
                  
                  (1,009
                  )
                  
                  
                  (719
                  )Depreciation
      and amortization
                  
                  
                  (8
                  )
                  
                  
                  (19
                  )
                  
                  
                  24Charitable
      contributions
                  
                  
                  22
                  
                  
                  
                  22
                  
                  
                  
                  22Accrued
      bonuses
                  
                  
                  337
                  
                  
                  
                  -
                  
                  
                  
                  295Interest
      expense
                  
                  
                  2,698
                  
                  
                  
                  2,096
                  
                  
                  
                  1,424Other
                  
                  
                  3
                  
                  
                  
                  7
                  
                  
                  
                  8Net
      operating losses
                  
                  
                  2,467
                  
                  
                  
                  2,282
                  
                  
                  
                  2,045Net
      deferred tax asset
                  
                  
                  4,496
                  
                  
                  
                  3,478
                  
                  
                  
                  3,115Valuation
      allowance
                  
                  
                  (4,496
                  )
                  
                  
                  (3,478
                  )
                  
                  
                  (3,115
                  )Net
      deferred tax asset after valuation allowance
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
 
 The gross
tax loss carryforwards total $6,167 at December 31, 2008 with $2,500, $355,
$144, $479, $623, $561, $912 and $593 and expiring in 2018, 2020, 2021, 2022,
2023, 2024, 2025 and 2026, respectively.
 
 76
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - continued
 (dollars
in thousands, except share and unit amounts)
 
 
 The
income tax provision consisted of $8, $6 and $5 in 2008, 2007 and 2006,
respectively, related to current state and local taxes.  Net deferred
tax expense for each of the years was $0.  The income tax expense
reflected in consolidated statements of operations differs from the amount
determined by applying the federal statutory rate of 34% to the income before
taxes of the Company’s taxable REIT subsidiaries, as a result of state income
taxes and the utilization of tax loss carryforwards of $0, $29, and $0 in 2008,
2007, and 2006, respectively.  A full valuation allowance had
previously been provided against the tax loss carryforwards
utilized.
 
 In 2008,
the Company continued to maintain a valuation allowance for the Company’s net
deferred tax assets, which consisted primarily of tax loss carryforwards and
non-deductible interest expense. The valuation allowance was determined in
accordance with the provisions of SFAS No. 109 “Accounting for Income Taxes,”
which requires the recording of a valuation allowance when it is more likely
than not that any or all of the deferred tax assets will not be
realized.  In the absence of favorable factors, application of SFAS
No. 109 requires a 100% valuation allowance for any net deferred tax assets when
a company has cumulative financial accounting losses, excluding unusual items,
over several years.  The Company’s cumulative loss within GDC
represented negative evidence sufficient to require a full valuation allowance
under the provisions of SFAS No. 109.  The Company intends to maintain
a full valuation allowance for its net deferred tax asset until sufficient
positive evidence exists to support reversal of the reserve. Until such time,
except for minor state and local tax provisions, the Company will have no
reported tax provision, net of valuation allowance adjustments.
 
 FASB
issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income
Taxes; an interpretation of FASB Statement No. 109,” that went into effect in
fiscal year 2007.    FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprise’s financial statements
in accordance with SFAS No. 109, “Accounting for Income Taxes.”  It
requires a recognition threshold and measurement attribute for financial
statement disclosure of tax positions taken, or expected to be taken, in an
income tax return.  This interpretation also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition.  In the Company’s adoption of FIN
48, a listing was compiled of the Company’s tax positions.  Positions
such as the Company’s transfer pricing model, REIT income test assumptions,
apportionment and allocation of income and evaluation of prohibited transactions
by REITs were evaluated.  The Company concluded that tax positions
taken will more likely than not be sustained at the full amount upon
examination.  As the Company did not conclude that any uncertain tax
positions existed, there was no tax benefit or penalty recognized in the
financial statements.
 
 8.
              Preferred
      Shares
 
 GRT’s
Declaration of Trust authorizes GRT to issue up to an aggregate 100,000,000
shares of GRT, consisting of common shares and/or one or more series of
preferred shares of beneficial interest.
 
 On March
9, 1999, the Board of Trustees adopted a Preferred Share Purchase Plan (the
“Plan”) pursuant to which a distribution will be made of one preferred share
purchase right (a “Right”) for each outstanding Common Share.  The
distribution was made on March 22, 1999, to the shareholders of record at the
close of business on that date.  These rights trade with our Common
Shares. Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a Series E Junior Participating Preferred Share of the
Company, par value $0.01 per share (the “Preferred Shares”), at a price of
$55.00 per one one-hundredth of a Preferred Share (the “Purchase Price”),
subject to adjustment.  The Rights will become exercisable in the
event that any person or group acquires or announces its intention to acquire
beneficial ownership of 15.0% or more of the outstanding common shares of the
Company (an “Acquiring Person”).  Alternatively, each Right holder,
except the Acquiring Person, will have the right to receive upon exercise that
number of common shares having a market value of two times the Purchase Price of
the Right.  At any time before any person or group becomes an
Acquiring Person, the Board of Trustees may redeem the Rights at a price of
$0.01 per Right at which time the ability to exercise the Rights will
terminate.  At any time after a person or group becomes an Acquiring
Person, the Board of Trustees may exchange the Rights at an exchange ratio of
one common share or one Preferred Share per Right.  The Plan expires
on March 9, 2009.
 
 77
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - continued
 (dollars
in thousands, except share and unit amounts)
 
 
 On August
25, 2003, the Company completed a $60,000 public offering of 2,400,000 shares of
Series F Preferred Shares, par value $0.01 per share, at a purchase price of
$25.00 per Series F Preferred Share.  Aggregate net proceeds of the
offering were $58,110.  Distributions on the Series F Preferred Shares
are payable quarterly in arrears.  The Company generally may redeem
the Series F Preferred Shares anytime on or after August 25, 2008, at a
redemption price of $25.00 per share, plus accrued and unpaid
distributions.
 
 On
February 23, 2004, the Company completed a $150,000 public offering of 6,000,000
shares of Series G Preferred Shares.  Aggregate net proceeds of the
offering were $145,300.  Distributions on the Series G Preferred
Shares are payable quarterly in arrears beginning on April 15,
2004.  The Company generally may redeem the Series G Preferred Shares
anytime on or after February 23, 2009, at a redemption price of $25.00 per
share, plus accrued and unpaid distributions.
 
 9.
              Derivative
      Financial Instruments
 
 The Company accounts for its
derivatives and hedging activities under SFAS No. 133 “Accounting for Derivative
Instruments and Hedging Activities,” as amended by SFAS No. 138, “Accounting for
Certain Derivative Instruments and Certain Hedging Activities,” and SFAS No. 149
“Amendment of Statement 133, on Derivative Instruments and Hedging
Activities.”  During the year ended December 31, 2008, the Company
recognized additional other comprehensive loss of $6,372 to adjust the carrying
amount of the interest rate swaps to fair values at December 31, 2008, net
of $1,084 in reclassifications to earnings for interest rate swap
settlements.  During the year ended December 31, 2007, the
Company recognized additional other comprehensive loss of $376 to adjust the
carrying amount of the interest rate swaps to fair values at December 31, 2007
net of $(271) in reclassifications to earnings for interest rate swap
settlements during the period and $(30) in minority interest participation.
During the year ended December 31, 2006, the Company recognized additional
other comprehensive loss of $2 to adjust the carrying amount of the interest
rate swaps to fair values at December 31, 2006, net of $(163) in
reclassifications to earnings for interest rate swap settlements during the
period and $0 in minority interest participation.  The interest rate
swap settlements were offset by a corresponding adjustment in interest expense
related to the interest payments being hedged.
 
 The
hedging strategy is to eliminate or reduce, to the extent possible, the
volatility of cash flows.  The following table summarizes the notional
values and fair values of the Company’s derivative financial instruments as of
December 31, 2008.
 
 Hedge
      Type
                
                Notional
                  Value
                
                Interest
                  Rate
                
                Maturity
                
                Fair
                  ValueSwap
      – Cash Flow
                
                $30,000
                
                2.6500%
                
                January
      12, 2009
                
                $    (
      33)Swap
      – Cash Flow
                
                $35,000
                
                1.8300%
                
                November
      16, 2009
                
                $   (323)Swap
      – Cash Flow
                
                $70,000
                
                2.5225%
                
                February
      16, 2010
                
                $(1,305)Swap
      – Cash Flow
                
                $42,250
                
                3.0700%
                
                May
      3, 2010
                
                $(1,214)Swap
      – Cash Flow
                
                $35,000
                
                2.7275%
                
                October
      15, 2010
                
                $(1,005)Swap
      – Cash Flow
                
                $40,000
                
                3.0200%
                
                November
      11, 2010
                
                $(1,388)Swap
      – Cash Flow
                
                $40,000
                
                3.0202%
                
                October
      24, 2011
                
                $(1,704)
 
 The
derivative instruments were reported at their fair value of $(6,972) and $(437)
in accounts payable and accrued expenses at December 31, 2008 and December 31,
2007, respectively, with a corresponding adjustment to other comprehensive
income for the unrealized gains and losses (net of minority interest
participation).  Over time, the unrealized gains and losses held in
accumulated other comprehensive income will be reclassified to
earnings.  This reclassification will correlate with the recognition
of the hedged interest payments in earnings.  There was no hedge
ineffectiveness during the twelve months ended December 31, 2008.
 
 To
determine the fair values of derivative instruments, the Company uses a variety
of methods and assumptions that are based on market conditions and risks
existing at each balance sheet date.  Standard market conventions and
techniques such as undiscounted cash flow analysis, replacement cost, and
termination cost are used to determine fair value.
  78
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - continued
 (dollars
in thousands, except share and unit amounts)
 
 
  10.
              Fair
      Value Measurements
  On
January 1, 2008, the Company adopted SFAS No. 157, Fair Value
Measurements.
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements.  SFAS
No. 157 applies to reported balances that are required or permitted to be
measured at fair value under existing accounting pronouncements; and
accordingly, the standard does not require any new fair value measurements of
reported balances.
  SFAS No.
157 emphasizes that fair value is a market-based measurement, not an
entity-specific measurement.  Therefore, a fair value measurement
should be determined based on the assumptions that market participants would use
in pricing the asset or liability.  As a basis for considering market
participant assumptions in fair value measurements, SFAS No. 157 establishes a
fair value hierarchy that distinguishes between market participant assumptions
based on market data obtained from sources independent of the reporting entity
(observable inputs that are classified within Levels 1 and 2 of the hierarchy)
and the reporting entity’s own assumptions about market participant assumptions
(unobservable inputs classified within Level 3 of the hierarchy).  The
fair value hierarchy, as defined by SFAS No. 157, contains three levels of
inputs that may be used to measure fair value as follows:
  ●
              Level
      1 inputs utilize quoted prices (unadjusted) in active markets for
      identical assets or liabilities that the Company has the ability to
      access.
  ●
              Level
      2 inputs are inputs other than quoted prices included in Level 1 that are
      observable for the asset or liability, either directly or indirectly such
      as interest rates, foreign exchange rates, and yield curves that are
      observable at commonly quoted
intervals.
  ●
              Level
      3 inputs are unobservable inputs for the asset or liability which are
      typically based on an entity’s own assumptions, as there is little, if
      any, related market activity.
  In
instances where the determination of the fair value measurement is based on
inputs from different levels of the fair value hierarchy, the level in the fair
value hierarchy within which the entire fair value measurement falls is based on
the lowest level input that is significant to the fair value measurement in its
entirety.  The Company’s assessment of the significance of a
particular input to the fair value measurement in its entirety requires judgment
and considers factors specific to the asset or liability.
 
 The
Company has derivatives that must be measured under the new fair value
standard.  The Company currently does not have non-financial assets
and non-financial liabilities that are required to be measured at fair value on
a recurring basis.
 
 Derivative
financial instruments
 
 Currently,
the Company uses interest rate swaps to manage its interest rate risk. The
valuation of these instruments is determined using widely accepted valuation
techniques including discounted cash flow analysis on the expected cash flows of
each derivative. This analysis reflects the contractual terms of the
derivatives, including the period to maturity, and uses observable market-based
inputs, including interest rate curves, foreign exchange rates, and implied
volatilities.  Based on these inputs the Company has determined that
its interest rate swap valuations are classified within Level 2 of the fair
value hierarchy.
 
 To comply
with the provisions of SFAS No. 157, the Company incorporates credit valuation
adjustments to appropriately reflect both its own nonperformance risk and the
respective counterparty’s nonperformance risk in the fair value
measurements.  In adjusting the fair value of its derivative contracts
for the effect of nonperformance risk, the Company has considered the impact of
netting and any applicable credit enhancements, such as collateral postings,
thresholds, mutual puts, and guarantees.
  
 79
 Table of Contents
  NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - continued
 (dollars
in thousands, except share and unit amounts)
 
 
 Although
the Company has determined that the majority of the inputs used to value its
derivatives fall within Level 2 of the fair value hierarchy, the credit
valuation adjustments associated with its derivatives utilize Level 3 inputs,
such as estimates of current credit spreads to evaluate the likelihood of
default by itself and its counterparties.  However, as of December 31,
2008, the Company has assessed the significance of the impact of the credit
valuation adjustments on the overall valuation of its derivative positions and
has determined that the credit valuation adjustments are not significant to the
overall valuation of its derivatives.  As a result, the Company has
determined that its derivative valuations in their entirety are classified in
Level 2 of the fair value hierarchy.
 
 The table
below presents the Company’s liabilities measured at fair value on a recurring
basis as of December 31, 2008, aggregated by the level in the fair value
hierarchy within which those measurements fall.
 
 Quoted
      Prices
                      in
      Active Markets
                      for
      Identical Assets
                      and
      Liabilities
                      (Level
      1)
                    
                    
                    Significant
                      Other
                      Observable
                      Inputs
                      (Level
      2)
                    
                    
                    Significant
                      Unobservable
                      Inputs
                      (Level
      3)
                    
                    
                    Balance
      at
                      December
      31, 2008Liabilities:Derivative
      instruments, net
                    
                    $
                    -
                    
                    
                    $
                    (6,972
                    )
                    
                    $
                    -
                    
                    
                    $
                    (6,972
                    )
 
 The
Company does not have any fair value measurements using significant unobservable
inputs (Level 3) as of December 31, 2008.
 
 11.
              Rentals
      Under Operating Leases
 
 The
Company receives rental income from the leasing of retail shopping center space
under operating leases with expiration dates through the year
2037.  The minimum future base rentals under non-cancelable operating
leases as of December 31, 2008 are as follows:
 
 2009
                    
                    $
                    173,5532010
                    
                    
                    148,5262011
                    
                    
                    123,0612012
                    
                    
                    96,8192013
                    
                    
                    83,679Thereafter
                    
                    
                    291,848$
                    917,486
 
 Minimum
future base rentals do not include amounts which may be received from certain
tenants based upon a percentage of their gross sales or as reimbursement of real
estate taxes and property operating expenses.  Minimum rents contain
straight-line adjustments for rental revenue decreases which aggregated $1,752,
$1,405, and $734 for the years ended December 31, 2008, 2007 and 2006,
respectively.  In 2008, 2007 and 2006, no tenant collectively
accounted for more than 10.0% of rental income.  The tenant base
includes national, regional and local retailers, and consequently the credit
risk is concentrated in the retail industry.
 
 80
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - continued
 (dollars
in thousands, except share and unit amounts)
 
 
 12.
              Investment
      in and Advances to Unconsolidated Real Estate
  Entities
  Investment
in unconsolidated real estate entities as of December 31, 2008 consisted of an
investment in three separate joint venture arrangements (the
“Ventures”).  The Company evaluated each of the Ventures individually
to determine whether consolidation was required.  For the Ventures
listed below it was determined that they qualified for treatment as
unconsolidated joint ventures and would be accounted for under the equity method
of accounting.  A description of each of the Ventures is provided
below:
 
 ●
              ORC
    Venture
 
 Consists
of a 52% interest held by GPLP in a joint venture (the “ORC Venture”) with an
affiliate of Oxford Properties Group (“Oxford”), which is the global real estate
platform for the Ontario (Canada) Municipal Employees Retirement System, a
Canadian pension plan.  The ORC Venture acquired the Company’s two
joint venture Mall Properties, Puente Hills Mall (“Puente”) and Tulsa Promenade
(“Tulsa”).  The ORC Venture acquired Puente from an independent third
party in December 2005 and acquired Tulsa from GPLP in March 2006.
 
 ●
              Scottsdale
      Venture
 
 Consists
of a 50% common interest held by a GPLP subsidiary in a joint venture (the
“Scottsdale Venture”) formed in May 2006 with an affiliate of the Wolff Company
(“Wolff”).  The purpose of the venture is to build a premium retail
and office complex consisting of approximately 620,000 square feet of gross
leasable space to be developed in Scottsdale, Arizona (the “Scottsdale
Development”).  The Scottsdale Venture was determined to be a VIE in
accordance with FASB issued Interpretation No 46(R) “Consolidated of Variable
Interest Entities (as amended).”  The Company determined that it was
not the primary beneficiary of the Scottsdale Venture by using a quantitative
approach. The Company performed a probability cash flow weighting analysis
utilizing different market based assumptions including varying capitalization
rates and changes in expected financial performance to make the
conclusion.  Accordingly, the Company’s
interest in this venture is accounted for using the equity method of accounting
in accordance with Accounting Principles Board Statement No. 18 “The Equity
Method of Accounting for Investments in Common Stock” and American Institute of
Certified Public Accountants Statement of Position 78-9 “Accounting for
Investment in Real Estate Ventures.”
 
 The
Company and Wolff each contributed an initial investment of $10,750 to the
Scottsdale Venture, which represents common equity contributions of each
party.  From January 2008 to May 2008, the Company made
cumulative preferred investments of $14,000 in the Scottsdale Venture with no
corresponding investment by Wolff.  This preferred investment was in
addition to the $4,000 cumulative preferred investment made by the Company
during 2007.  On May 27, 2008, the Company received a payment from the
Scottsdale Venture in the amount of approximately $18,801, which represented a
return of all of the Company’s preferred investment as of the date of payment as
well as the full amount of the then accrued return on the Company’s preferred
investment.From June 2008 to
December 2008, the Company made cumulative preferred investments in the
Scottsdale Venture in the amount of $36,500.  The Company received
payments from the Scottsdale Venture in the amount of approximately $6,894,
$3,055 and $2,051 on July 7, 2008, August 1, 2008 and October 1, 2008,
respectively, representing a partial return of its preferred
investment.  As of December 31, 2008, the preferred investment in the
Scottsdale Venture is $24,500 and is eligible to receive a weighted average
preferred return of up to 21.0%. The Company’s total investment in the
Scottsdale Venture is approximately $35,250.
 
 81
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - continued
 (dollars
in thousands, except share and unit amounts)
 
 
 GPLP has
made certain guarantees and provided letters of credit to ensure performance
that the Scottsdale Venture completes construction. The amount and nature of the
guarantees are listed below:
 
 Description
      of Exposure
                
                Scottsdale
      Venture
                  Liability
                  as
      of 12/31/08
                
                
                Company’s
      Maximum
                  Exposure
      to Loss
                  as
      of 12/31/08Construction
      loan (a)
                
                $
                63,762
                
                
                $
                31,931Ground
      lease letter of credit (b)
                
                
                -
                
                
                
                20,000Owner
      controlled insurance program (c)
                
                
                -
                
                
                
                1,000Tenant
      allowance letters of credit (d)
                
                
                -
                
                
                
                2,600Total
                
                $
                63,762
                
                
                $
                55,531
 
 (a)
                GPLP has
      provided certain guarantees relating to repayment obligations under the
      construction loan agreement that ranges from 10% to 50% of the outstanding
      loan amount, based upon the achievement of certain financial performance
      ratios under the Scottsdale Venture construction loan
      agreement.  At December 31, 2008 the Scottsdale Venture had
      borrowed $63,762 on the loan.  Based upon the financial
      performance ratios in the guarantee agreement, GPLP’s guarantee is 50% or,
      $31,931, at December 31, 2008.  GPLP also has a performance
      guarantee to construct the development.  The dollar amount of
      such guarantee cannot be quantified and therefore is not included in the
      amounts listed above.(b)
                GPLP
      has provided a letter of credit in the amount of $20,000 to serve as
      security under the ground lease for the construction of the Scottsdale
      Development.  GPLP shall maintain the letter of credit for the
      Scottsdale Development until substantial completion of the construction
      occurs.
 
 (c)
              GPLP
      has provided a letter of credit in the amount of $1,000 as collateral for
      fees and claims arising from the owner controlled insurance program that
      is in place during the construction
period.
 
 (d)
              Letters
      of credit totaling $2,600 have been provided by the Scottsdale Venture to
      tenants as collateral for tenant allowances due upon completion of their
      spaces.
 
 ●
              Surprise
      Venture
 
 Consists
of a 50% interest held by a GPLP subsidiary in a joint venture (the “Surprise
Venture”) formed in September 2006 with the former landowner of the Property
that is to be developed.  The Surprise Venture is in the process of
developing 25,000 square feet of retail space on a five-acre site located in an
area northwest of Phoenix, Arizona.
 
 The
Company may provide management, development, construction, leasing and legal
services for a fee to each of the Ventures described above.  Each
individual agreement specifies which services the Company is to
provide.  The Company recognized fee income of $4,513, $2,277 and
$1,866 for the years ended December 31, 2008, 2007 and 2006,
respectively.
 
 82
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - continued
 (dollars
in thousands, except share and unit amounts)
 
 
 The net
income or loss for each joint venture entity is allocated in accordance with the
provisions of the applicable operating agreements.  The summary
financial information for the Company’s investment in unconsolidated entities,
accounted for using the equity method, is presented below:
 
 Balance
      Sheet
                    
                    December
      31,2008
                    
                    
                    2007Assets:Investment
      properties at cost, net
                    
                    $
                    243,236
                    
                    
                    $
                    240,016Construction
      in progress
                    
                    
                    119,837
                    
                    
                    
                    22,055Intangible
      assets (1)
                    
                    
                    8,030
                    
                    
                    
                    10,156Other
      assets
                    
                    
                    21,262
                    
                    
                    
                    28,775Total
      assets
                    
                    $
                    392,365
                    
                    
                    $
                    301,002Liabilities
      and members’ equity:Mortgage
      notes payable
                    
                    $
                    148,334
                    
                    
                    $
                    123,203Intangibles
      (2)
                    
                    
                    7,333
                    
                    
                    
                    10,520Other
      liabilities
                    
                    
                    31,493
                    
                    
                    
                    11,847187,160
                    
                    
                    
                    145,570Members’
      equity
                    
                    
                    205,205
                    
                    
                    
                    155,432Total
      liabilities and members’ equity
                    
                    $
                    392,365
                    
                    
                    $
                    301,002GPLP’s
      share of members’ equity
                    
                    $
                    118,118
                    
                    
                    $
                    82,199
 
 (1)
              Includes
      value of acquired in-place leases.
 (2)
              Includes
      the net value of $274 and $390 for above-market acquired leases as of
      December 31, 2008 and December 31, 2007, respectively, and $7,607 and
      $10,910 for below-market acquired leases as of December 31, 2008 and
      December 31, 2007, respectively.
 
 
 December
      31,2008
                    
                    
                    2007Members’
      equity
                    
                    $
                    118,118
                    
                    
                    $
                    82,199Advances
      and additional costs
                    
                    
                    6,352
                    
                    
                    
                    917Investment
      in and advances to unconsolidated entities
                    
                    $
                    124,470
                    
                    
                    $
                    83,116
  
 For
      the Years Ended December 31,Statements
      of Operations
                    
                    2008
                    
                    
                    2007
                    
                    
                    2006Total
      revenues
                    
                    $
                    33,369
                    
                    
                    $
                    35,030
                    
                    
                    $
                    33,957Operating
      expenses
                    
                    
                    17,457
                    
                    
                    
                    16,241
                    
                    
                    
                    15,552Depreciation
      and amortization
                    
                    
                    10,582
                    
                    
                    
                    9,940
                    
                    
                    
                    8,901Operating
      income
                    
                    
                    5,330
                    
                    
                    
                    8,849
                    
                    
                    
                    9,504Other
      expenses, net
                    
                    
                    40
                    
                    
                    
                    54
                    
                    
                    
                    40Interest
      expense, net
                    
                    
                    6,619
                    
                    
                    
                    6,586
                    
                    
                    
                    6,665Net
      (loss) income
                    
                    
                    (1,329
                    )
                    
                    
                    2,209
                    
                    
                    
                    2,799Preferred
      dividend
                    
                    
                    31
                    
                    
                    
                    31
                    
                    
                    
                    23Net
      (loss) income available from the Company’s joint ventures
                    
                    $
                    (1,360
                    )
                    
                    $
                    2,178
                    
                    
                    $
                    2,776GPLP’s
      share of (loss) income from joint ventures
                    
                    $
                    (709
                    )
                    
                    $
                    1,133
                    
                    
                    $
                    1,443
  83
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - continued
 (dollars
in thousands, except share and unit amounts)
 
 
 13.
              Investment
      in Joint Ventures - Consolidated
 
 On
October 5, 2007, an affiliate of the Company entered into an agreement with Vero
Venture I, LLC to form Vero Beach Fountains, LLC (the “VBF
Venture”).  The purpose of the VBF Venture is to evaluate a potential
retail development in Vero Beach, Florida.  The Company has
contributed $5,000 in cash for a 50% interest in the VBF Venture.  The
economics of the VBF Venture require the Company to receive a preferred return
and the right to receive 75% of the distributions from the VBF Venture until
such time that the capital contributed by the Company is
returned.  The Company utilized a qualitative approach to determine
that the Company receives substantially all of the economics and provides the
majority of the financial support related to the VBF Venture.  In
accordance with FASB issued Interpretation No. 46 (R) the Company is the
primary beneficiary of the VBF Venture and therefore is consolidated in the
Company’s consolidated financial statements.  The VBF Venture is
carried in the Company’s consolidated balance sheet as Development in progress
in the amount of $7,100 as of December 31, 2008.
 
 14.
              Related
      Party Transactions
 
 Employment
& Consulting Agreement of Herbert Glimcher
 
 On
January 20, 2005, Herbert Glimcher resigned as Chief Executive Officer of the
Company and entered into an Employment and Consulting Agreement (the “Employment
Agreement”) with GRT and GPLP.  He remained Chairman of the Board of
Trustees (“Board”) of GRT until September 2007 at which time he became Chairman
Emeritus.  Under the Employment Agreement, GRT employed Herbert
Glimcher as Senior Advisor and as non-executive Chairman of the
Board.  Mr. Glimcher’s term of employment under the Employment
Agreement began on February 1, 2005 and concluded on May 31, 2007 (the
“Term”).  Neither GRT nor GPC considered Herbert Glimcher to be an
executive officer.
 
 On July
25, 2007, Herbert Glimcher, GRT, and GPLP entered into an amendment of the
Employment Agreement to principally: (a) permit the extension of the expiration
date for certain stock options held by Herbert Glimcher at the time of the
amendment from August 31, 2007 to May 31, 2010 and (b) permit GRT to reduce any
post-employment payments that Herbert Glimcher is entitled to receive from GRT
under the Employment Agreement by the amount of compensation expense incurred by
GRT in connection with the aforementioned extension.  The Company
recorded $121 in stock compensation expense and reduced Herbert Glimcher’s
post-employment compensation expense by the same amount.
 
 Herbert
Glimcher received $46 for serving as the non-executive Chairman of the Board for
GRT and GPC and $114 for serving as Senior Advisor to GRT (the “Salary”) for the
period of January 1, 2007 through May 31, 2007.  Additionally, he will
receive a total of $1,879 in cash during a two-year period following the
termination of his employment under the Employment Agreement (the
“Post-Employment Restricted Period”) from GRT.  GRT recognized $2,000
in compensation expense during the first quarter of 2005 related to the
Employment Agreement.  At December 31, 2008, the Company has paid
Herbert Glimcher $1,675 in accordance with the Employment
Agreement.
 
 GRT
reimbursed Herbert Glimcher for reasonable rent for office space located in
Columbus, Ohio, the reasonable salary of one administrative assistant and
provided a part-time driver.  The Company also maintains a life
insurance policy covering the life of Herbert Glimcher.  For the years
ended December 31, 2008, 2007 and 2006, the aggregate total of reimbursements
paid by GRT under the Employment Agreement was $0, $75 and $119,
respectively.
 
 Corporate
Flight Inc.
 
 The
Company paid Corporate Flight, Inc. (“CFI”), which is wholly owned by Herbert
Glimcher, the following amounts for the use in connection with Company related
matters, of an airplane owned by CFI.
 
 
 For the Years
      Ended
                      
                      
                      Corporate Flight,
      Inc.December
      31, 2008
                      
                      $
                      -December
      31, 2007
                      
                      
                      299December
      31, 2006
                      
                      
                      360Total
                      
                      $
                      659
  84
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - continued
 (dollars
in thousands, except share and unit amounts)
 
 
 Archer-Meek-Weiler
Insurance Agency
 
 The
Company has engaged Archer-Meek-Weiler, a company of which Alan R. Weiler, a
Class II Trustee, was Chairman until October 2007, as its agent for the purpose
of obtaining property, liability, directors and officers, and employment
practices insurance coverage.  In connection with securing such
insurance coverage, Archer-Meek-Weiler received net commissions and fees of
$395, $487 and $343 for the years ended December 31, 2008, 2007 and 2006,
respectively.  The stock of Archer-Meek-Weiler was owned by a trust
for the benefit of Alan R. Weiler’s children and the children of his brother,
Robert J. Weiler, until October 2007 when it was purchased by Sky Insurance,
Inc.
 
 Leasing
Activity
 
 Mayer
Glimcher, a brother of Herbert Glimcher, owns a company that currently leases
four store locations in the Company’s Properties.  Two leases were
terminated during 2006.  Minimum Rents were $204, $206 and $227 for
the years ended December 31, 2008, 2007 and 2006, respectively.
 
 Consulting
Agreement with Trustee
 
 On
February 22, 2007, Philip G. Barach, a former Class I Trustee, entered into a
consulting agreement with GRT to provide consulting services to
GRT.  Mr. Barach was a Class I Trustee for GRT from 1994 until May 11,
2007.  The term of the consulting agreement began on May 11, 2007 and
lasted for a period of one year during which time Mr. Barach received a
consulting fee of $120.  The fee was payable as
follows:  $60 upon commencement of the agreement and a rate of $5 per
month during the twelve month period of the consulting
agreement.  Additionally, under the consulting agreement, reasonable
travel expenses incurred in rendering the consulting services are
reimbursed.  Mr. Barach received $14 upon executing the agreement
for travel expenses incurred as of the execution date.  During the
year ended December 31, 2008, Mr. Barach did not have any travel
expenses.
 
 15.
              Commitments
      and Contingencies
 
 The
Operating Partnership leases office space for its corporate headquarters under
an operating lease that had an initial term of ten years commencing in 2008.
Future minimum rental payments as of December 31, 2008 are as
follows:
 
 Office
                          Lease2009
                        
                        $
                        4812010
                        
                        
                        4812011
                        
                        
                        4812012
                        
                        
                        481Thereafter
                        
                        
                        2,873Total
                        
                        $
                        4,797
 
 Office
rental expenses (including miscellaneous month-to-month lease rentals) for the
years ended December 31, 2008, 2007 and 2006 were $881, $391 and $418,
respectively.
 
 At
December 31, 2008, there were 3.0 million OP Units outstanding.  These
OP Units are redeemable, at the option of the holders, beginning on the first
anniversary of their issuance.  The redemption price for an OP Unit
shall be, at the option of GPLP, payable in the following form and amount: (a)
cash at a price equal to the fair market value of one Common Share of GRT or (b)
one Common Share for each OP Unit.  The fair value of the OP Units
outstanding at December 31, 2008 is $9,317 based upon a per unit value of $3.12
at December 31, 2008 (based upon a five-day average of the Common Stock price
from December 23, 2008 to December 30, 2008).
 
 85
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - continued
 (dollars
in thousands, except share and unit amounts)
 
 
 In July
1998, the New Jersey Economic Development Authority issued approximately
$140,500 of Economic Development Bonds.  On May 29, 2002, the New
Jersey Economic Development Authority refunded certain of the Economic
Development Bonds issued in 1998 and issued approximately $108,940 of
replacement Economic Development Bonds.  The Company began making
quarterly Payment In Lieu of Taxes (“PILOT”) payments commencing May 2001
and terminating on the date of the final payment of the bonds.  Such
PILOT payments are treated as real estate tax expense in the consolidated
statements of operations.  The amount of the annual PILOT payments
beginning with the bond year ended April 1, 2001 was $8,925 and increases 10.0%
every five years until the final payment is made.  The Company has
provided a limited guarantee of franchise tax payments to be received by the
city until franchise tax payments achieve $5,600 annually; any such payments
made by the Company are subject to refund from future franchise tax
payments.  Through December 31, 2008, the Company has made $15,032 in
payments under this agreement.
 
 The
Company has reserved $408 in relation to a contingency associated with the sale
of Loyal Plaza, a community center sold in 2002, relating to environmental
assessment and monitoring matters.
 
 The
Company is involved in lawsuits, claims and proceedings, which arise in the
ordinary course of business.  The Company is not presently involved in
any material litigation.  In accordance with SFAS No. 5, “Accounting
for Contingencies,” the Company makes a provision for a liability when it is
both probable that a liability has been incurred and the amount of the loss can
be reasonably estimated.  Although the outcome of any litigation is
uncertain, the Company does not expect any such legal actions to have a material
adverse effect on the Company’s consolidated financial condition or results of
operations taken as a whole.
 
 16.
              Stock
      Based Compensation
 
 Restricted Common
Stock
 
 Shares of
restricted Common Stock are granted pursuant to GRT’s 2004 Amended and Restated
Incentive Compensation Plan (the “2004 Plan”).  Shares issued for the
years ended December 31, 2008, 2007, and 2006 vest in one-third installments
over a period of five (5) years beginning on the third anniversary of the grant
date.  The restricted Common Stock value is determined by the
Company’s closing market share price on the grant date.  As restricted
Common Stock represents an incentive for future periods, the Company recognizes
the related compensation expense ratably over the applicable vesting
periods.
 
 The
related compensation expense recorded for the years ended December 31, 2008,
2007 and 2006 was $787, $845 and $560, respectively.  The amount of
compensation expense related to unvested restricted shares that we expect to
recognize in future periods is $2,222 over a weighted average period of 3.3
years.  During the years ended December 31, 2008, 2007 and 2006 the
aggregate intrinsic value of shares that vested was $379, $379, and $420,
respectively.
 
 A summary
of the status of Restricted Common Stock at December 31, 2008, 2007 and 2006 and
changes during the years ending on those dates are presented below:
 
 Activity
      for the Years Ending December 31,2008
                                                                                                      
                                                                                                      
                                                                                                      2007
                                                                                                      
                                                                                                      
                                                                                                      2006Weighted
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      Weighted
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      WeightedAverage
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      Average
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      AverageRestricted
                                                                                                      
                                                                                                      
                                                                                                      Grant
      Date
                                                                                                      
                                                                                                      
                                                                                                      Restricted
                                                                                                      
                                                                                                      
                                                                                                      Grant
      Date
                                                                                                      
                                                                                                      
                                                                                                      Restricted
                                                                                                      
                                                                                                      
                                                                                                      Grant
      DateShares
                                                                                                      
                                                                                                      
                                                                                                      Fair
      Value
                                                                                                      
                                                                                                      
                                                                                                      Shares
                                                                                                      
                                                                                                      
                                                                                                      Fair
      Value
                                                                                                      
                                                                                                      
                                                                                                      Shares
                                                                                                      
                                                                                                      
                                                                                                      Fair
      ValueOutstanding
      at beginning of year
                                                                                                      
                                                                                                      
                                                                                                      112,388
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      26.180
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      84,445
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      25.454
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      56,666
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      24.407Shares
      granted
                                                                                                      
                                                                                                      
                                                                                                      90,333
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      10.940
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      43,500
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      26.933
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      58,332
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      26.100Shares
      vested
                                                                                                      
                                                                                                      
                                                                                                      (15,556
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      24.346
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (15,557
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      24.346
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (17,219
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      24.375Shares
      forfeited
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      (13,334
                                                                                                      )
                                                                                                      
                                                                                                      $
                                                                                                      25.227Shares
      outstanding
                                                                                                      
                                                                                                      
                                                                                                      187,165
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      18.977
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      112,388
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      26.180
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      84,445
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      25.454
 
 86
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS - continued
 (dollars
in thousands, except share and unit amounts)
 
 
 Long Term Incentive
Awards
 
 During
the first quarter of 2007, the Company adopted a new Long Term Incentive Plan
for Senior Executives (the “Incentive Plan”).  At the time of the
adoption of the Incentive Plan, performance shares were allocated to certain
senior executive officers.  The total number of performance shares
allocated to all participants was 104,300.
 
 The
compensation costs recorded relating to the Incentive Plan were calculated in
accordance with SFAS No. 123(R) and were calculated using the following
assumptions: risk free rate of 4.5%, volatility of 23.1% and a dividend yield of
7.05%.  The fair value of the unearned portion of the performance
share awards was determined utilizing the Monte Carlo simulation technique and
will be amortized to compensation expense over the Performance Period (defined
below).  The fair value of the performance shares allocated under the
Incentive Plan was determined to be $18.79 per share for a total compensation
amount of $1,960 to be recognized over the Performance Period.
 
 Whether
or not a participant receives performance shares under the Incentive Plan is
determined by: (i) the outcome of the Company’s total shareholder return (“TSR”)
for its Common Shares of Beneficial Interest (“Common Shares”) during the period
of January 1, 2007 to December 31, 2009 (the “Performance Period”) as compared
to the TSR for the common shares of a selected group of sixteen retail oriented
real estate investment companies (the “Peer Group”) and (ii) the timely payment
of quarterly dividends by the Company during the Performance Period on its
Common Shares at dividend rates no lower than those paid during fiscal year 2006
(the “Dividend Criterion”).
 
 During
2008, the Company made a change in its dividend policy which precluded the
Company from satisfying the Dividend Criterion under the Incentive Plan and
paying awards under the Incentive Plan.  Accordingly, compensation
expense of $555 that was recorded prior to the dividend change was reversed
during the first quarter of 2008.  There were no awards issued from
the Incentive Plan during 2008.  The amount of compensation income
(expense) related to the Incentive Plan for the years ended December 31, 2008
and 2007 was $555 and $(555), respectively.
 
 17.
              Share
      Option Plans
 
 GRT has
established the 1997 Incentive Plan (the “Incentive Plan”) and the 2004
Incentive Compensation Plan (“2004 Plan”) for the purpose of attracting and
retaining the Company’s trustees, executive and other employees (the Incentive
Plan and the 2004 Plan are collectively referred to as the
“Plans”).  There are 579,279 options outstanding under the Incentive
Plan of which all are exercisable; and 846,564 options outstanding under the
2004 Plan of which 569,536 are exercisable.
 
 Options
granted under the Company’s share option plans generally vest over a three-year
period, with options exercisable at a rate of 33.3% per annum beginning with the
first anniversary of the grant date.  The options generally expire on
the tenth anniversary of the grant date.  The fair value of each
option grant is estimated on the date of the grant using the Black-Scholes
options pricing model and is amortized over the requisite vesting period.
Compensation expense recorded related to the Company’s share option plans was
$232, $477 and $348 for the year ended December 31, 2008, 2007 and 2006,
respectively.  The amount of compensation expense related to share
options that we expect to recognize in future periods is $188.
 
 87
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 A summary
of the status of the Company’s Plans at December 31, 2008, 2007 and 2006 and
changes during the years ending on those dates are presented below:
 
 Option
      Plans:
                
                Options
                
                
                2008
                  Weighted
                  Average
                  Exercise
                  Price
                
                
                Options
                
                
                2007
                  Weighted
                  Average
                  Exercise
                  Price
                
                
                Options
                
                
                2006
                  Weighted
                  Average
                  Exercise
                  PriceOutstanding
      at beginning of year
                
                
                1,411,097
                
                
                $
                24.013
                
                
                
                2,132,132
                
                
                $
                21.522
                
                
                
                1,953,098
                
                
                $
                20.886Granted
                
                
                121,750
                
                
                $
                10.940
                
                
                
                162,750
                
                
                $
                27.091
                
                
                
                337,250
                
                
                $
                25.233Exercised
                
                
                -
                
                
                $
                -
                
                
                
                (841,032
                )
                
                $
                18.204
                
                
                
                (87,298
                )
                
                $
                18.672Forfeited
                
                
                (107,004
                )
                
                $
                22.053
                
                
                
                (42,753
                )
                
                $
                25.753
                
                
                
                (70,918
                )
                
                $
                25.182Outstanding
      at end of year
                
                
                1,425,843
                
                
                $
                23.044
                
                
                
                1,411,097
                
                
                $
                24.013
                
                
                
                2,132,132
                
                
                $
                21.522Exercisable
      at end of year
                
                
                1,148,815
                
                
                $
                23.803
                
                
                
                1,021,475
                
                
                $
                23.285
                
                
                
                1,541,670
                
                
                $
                20.057
 
 The fair
value of each option grant was estimated on the date of the grant using the
Black-Scholes options pricing mode.  The weighted average per share
value of options granted as well as the assumptions used to value the grants is
listed below:
 
 2008
                  
                  
                  2007
                  
                  
                  2006Weighted
      average per share value of options granted
                  
                  $
                  0.58
                  
                  
                  $
                  3.00
                  
                  
                  $
                  1.03Weighted
      average risk free rates
                  
                  
                  2.8
                  %
                  
                  
                  4.2
                  %
                  
                  
                  5.0
                  %Expected
      average lives in years
                  
                  
                  5.00
                  
                  
                  
                  5.00
                  
                  
                  
                  5.00Annual
      dividend rates
                  
                  $
                  1.2800
                  
                  
                  $
                  1.9232
                  
                  
                  $
                  1.9232Weighted
      average volatility
                  
                  
                  26.6
                  %
                  
                  
                  23.4
                  %
                  
                  
                  12.3
                  %
 
 The
Company uses the following methods to determine its significant assumptions as
it relates to calculating the fair value of options: The weighted average risk
free rates are derived from the 5 year treasury notes issued before the options
are granted. The expected lives are calculated by using historical activity from
options granted to the end of the previous year. The annual dividend rates are
calculated based upon the Company’s current annual dividend. The weighted
average volatility percentage is primarily calculated by using a rolling 5 year
period ending on the date of the new options granted.
 
 The
following table summarizes information regarding the options outstanding at
December 31, 2008 under the Company’s Plans.
 
 Options
      Outstanding
                    
                    Options
      ExercisableRange
      of
                      Exercise
      Prices
                    
                    Number
                      Outstanding
      at
                      December
      31, 2008
                    
                    Weighted
                      Average
                      Remaining
                      Contractual
                      Life
                    
                    Weighted
                      Average
                      Exercise
                      Price
                    
                    Number
                      Exercisable
                      At
                      December
      31, 2008
                    
                    Weighted
                      Average
                      Remaining
                      Contractual
                      Life
                    
                    Weighted
                      Average
                      Exercise
                      Price$15.000
                    
                    2,000
                    
                    0.2
                    
                    $15.000
                    
                    2,000
                    
                    0.2
                    
                    $15.000$12.280
      – $27.280
                    
                    164,101
                    
                    1.4
                    
                    $24.799
                    
                    161,101
                    
                    1.4
                    
                    $24.765$14.750
                    
                    30,982
                    
                    2.2
                    
                    $14.750
                    
                    30,982
                    
                    2.2
                    
                    $14.750$17.610
                    
                    62,503
                    
                    3.2
                    
                    $17.610
                    
                    62,503
                    
                    3.2
                    
                    $17.610$18.930
      – $22.360
                    
                    157,506
                    
                    4.2
                    
                    $19.068
                    
                    157,506
                    
                    4.2
                    
                    $19.068$19.560
      – $26.690
                    
                    265,750
                    
                    5.3
                    
                    $25.403
                    
                    265,750
                    
                    5.3
                    
                    $25.403$24.740
      – $25.670
                    
                    229,084
                    
                    6.2
                    
                    $25.562
                    
                    229,084
                    
                    6.2
                    
                    $25.562$25.220
      – $25.650
                    
                    268,167
                    
                    7.4
                    
                    $25.236
                    
                    183,757
                    
                    7.4
                    
                    $25.236$21.450
      – $27.280
                    
                    132,500
                    
                    8.2
                    
                    $27.048
                    
                    56,132
                    
                    8.2
                    
                    $27.097$10.940
                    
                    113,250
                    
                    9.2
                    
                    $10.940
                    
                    -
                    
                    -
                    
                    $         -1,425,843
                    
                    5.7
                    
                    $23.044
                    
                    1,148,815
                    
                    5.0
                    
                    $23.803
 
 88
 Table of Contents
 TO
CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 All
options granted under the Plans, except the number of options noted as
exceptions, are exercisable over a three-year period.  The three-year
period vests with options exercisable at a rate of 33.3% per annum beginning
with the first anniversary of the date of grant and will remain exercisable
through the tenth anniversary of such date.  Exceptions to this
vesting schedule are options that are exercisable immediately and will remain
exercisable through the tenth anniversary of date granted.  The number
of options that are exercisable immediately are 18,000 shares granted under the
2004 Plan in 2007 and 2006.  There were no options that were
exercisable immediately granted under the 2004 Plan in 2008.  The
aggregate intrinsic value of those options outstanding and those options
exercisable as of December 31, 2008 was $1,671 and $1,273,
respectively.
 
 The
following table summarizes the intrinsic value of options exercised and fair
value of options vested for the three years ended December 31, 2008, 2007 and
2006.
 
 For
      the year ended
                        December 31, 2008
                      
                      
                      For
      the year ended
                        December 31, 2007
                      
                      
                      For
      the year ended
                        December 31, 2006Aggregate
      intrinsic value of options exercised
                      
                      $
                      -
                      
                      
                      $
                      6,179
                      
                      
                      $
                      697Aggregate
      fair value of options vested
                      
                      $
                      294
                      
                      
                      $
                      406
                      
                      
                      $
                      336
 
 18.
              Employee
      Benefit Plan – 401(k) Plan
 
 In
January 1996, the Company established a qualified retirement savings plan under
Code 401(k) for eligible employees, which contains a cash or deferred
arrangement which permits participants to defer up to a maximum of 25.0% of
their compensation, subject to certain limitations.  Employees 21
years old or above who have been employed by the Company for at least six months
are eligible to participate.  For the year ended December 31, 2006
participant’s salary deferrals of up to a maximum of 6% of qualified
compensation were matched at 50.0%.  Effective January 1, 2007, the
Company’s 401(k) plan qualifies as a safe harbor plan.  The Company
has committed to an employer contribution at a required level that will permit
highly compensated employees to defer the maximum amount and the plan is
automatically in compliance for actual deferral percentage and actual
contribution percentage testing.  For the year ended December 31, 2007
and 2008 participants’ salary deferrals of qualified compensation were matched
as follows: the first 3% of qualified compensation were matched at 100% and
qualified compensation of between 4% and 5% were matched at 50%.  The
Company contributed $816, $744 and $417 to the plan in 2008, 2007 and 2006,
respectively.
 
 19.
              Distribution
      Reinvestment and Share Purchase
Plan
 
 The
Company has a Distribution Reinvestment and Share Purchase Plan under which its
shareholders may elect to purchase additional common shares of beneficial
interest and/or automatically reinvest their distributions in Shares. In order
to fulfill its obligations under the plan, the Company may purchase Shares in
the open market or issue Shares that have been registered and authorized
specifically for the plan. As of December 31, 2008, 2,100,000 Shares were
authorized of which 315,872 Shares have been issued.
 
 89
 Table of Contents
 TO
CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 20.
              Earnings
      Per Share
 
 The
presentation of primary EPS and diluted EPS is summarized in the table below
(shares in thousands):
 
 For the Years
      Ended December 31,2008
                                              
                                              
                                              2007
                                              
                                              
                                              2006Per
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              Per
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              PerIncome
                                              
                                              
                                              Shares
                                              
                                              
                                              Share
                                              
                                              
                                              Income
                                              
                                              
                                              Shares
                                              
                                              
                                              Share
                                              
                                              
                                              Income
                                              
                                              
                                              Shares
                                              
                                              
                                              ShareBasic
      EPSIncome
      from continuing operations
                                              
                                              $
                                              17,578
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              14,649
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              33,615Less:
      Preferred stock dividends
                                              
                                              
                                              (17,437
                                              )
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              (17,437
                                              )
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              (17,437
                                              )Add:
      Minority interest adjustments (1)
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              1,764
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              ( 8,470
                                              )Income
      (loss) from continuingoperations
                                              
                                              $
                                              141
                                              
                                              
                                              
                                              37,601
                                              
                                              
                                              $
                                              0.00
                                              
                                              
                                              $
                                              (1,024
                                              )
                                              
                                              
                                              37,232
                                              
                                              
                                              $
                                              (0.03
                                              )
                                              
                                              $
                                              7,708
                                              
                                              
                                              
                                              36,611
                                              
                                              
                                              $
                                              0.21Discontinued
      operations
                                              
                                              $
                                              (809
                                              )
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              23,708
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              (110,780
                                              )Less:
      Minority interest adjustment (1)
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              (1,764
                                              )
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              8,470Discontinued
      operations
                                              
                                              $
                                              (809
                                              )
                                              
                                              
                                              37,601
                                              
                                              
                                              $
                                              (0.02
                                              )
                                              
                                              $
                                              21,944
                                              
                                              
                                              
                                              37,232
                                              
                                              
                                              $
                                              0.59
                                              
                                              
                                              $
                                              (102,310
                                              )
                                              
                                              
                                              36,611
                                              
                                              
                                              $
                                              (2.79
                                              )Net
      (loss) income available to commonshareholders
                                              
                                              $
                                              (668
                                              )
                                              
                                              
                                              37,601
                                              
                                              
                                              $
                                              (0.02
                                              )
                                              
                                              $
                                              20,920
                                              
                                              
                                              
                                              37,232
                                              
                                              
                                              $
                                              0.56
                                              
                                              
                                              $
                                              (94,602
                                              )
                                              
                                              
                                              36,611
                                              
                                              
                                              $
                                              (2.58
                                              )Diluted
      EPSIncome
      from continuing operations
                                              
                                              $
                                              17,578
                                              
                                              
                                              
                                              37,601
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              14,649
                                              
                                              
                                              
                                              37,232
                                              
                                              
                                              
                                              
                                              
                                              
                                              $
                                              33,615
                                              
                                              
                                              
                                              36,611Less:
      Preferred stock dividends
                                              
                                              
                                              (17,437
                                              )
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              (17,437
                                              )
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              (17,437
                                              )Add:
      Minority interest
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              1,635
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              (7,733
                                              )Operating
      Partnership Units
                                              
                                              
                                              
                                              
                                              
                                              
                                              2,987
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              2,996
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              3,035Options
                                              
                                              
                                              
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              361Restricted
                                              
                                              
                                              
                                              
                                              
                                              174
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              82Income
      (loss) from continuingoperations
                                              
                                              $
                                              141
                                              
                                              
                                              
                                              40,762
                                              
                                              
                                              $
                                              0.00
                                              
                                              
                                              $
                                              (1,153
                                              )
                                              
                                              
                                              40,228
                                              
                                              
                                              $
                                              (0.03
                                              )
                                              
                                              $
                                              8,445
                                              
                                              
                                              
                                              40,089
                                              
                                              
                                              $
                                              0.21Discontinued
      operations
                                              
                                              $
                                              (809
                                              )
                                              
                                              
                                              40,762
                                              
                                              
                                              $
                                              (0.02
                                              )
                                              
                                              $
                                              23,708
                                              
                                              
                                              
                                              40,228
                                              
                                              
                                              $
                                              0.59
                                              
                                              
                                              $
                                              (110,780
                                              )
                                              
                                              
                                              40,089
                                              
                                              
                                              $
                                              (2.76
                                              )(Loss)
      income available to commonshareholders
      before minority interest
                                              
                                              $
                                              (668
                                              )
                                              
                                              
                                              40,762
                                              
                                              
                                              $
                                              (0.02
                                              )
                                              
                                              $
                                              22,555
                                              
                                              
                                              
                                              40,228
                                              
                                              
                                              $
                                              0.56
                                              
                                              
                                              $
                                              (102,335
                                              )
                                              
                                              
                                              40,089
                                              
                                              
                                              $
                                              (2.55
                                              )
 
 (1)
              The
      minority interest adjustment reflects the reclassification of the minority
      interest expense from continuing to discontinued operations for
      appropriate allocation in the calculation of the earnings per share for
      discontinued operations.
 
 Options
with exercise prices greater than the average share prices for the periods
presented were excluded from the respective computations of diluted EPS because
to do so would have been antidilutive for 2008 and 2006.  The
number of such options was 1,426 and 329 for the years ended December
31, 2008 and 2006, respectively.  All common stock equivalents
have been excluded in 2007.
 
 21.
              Fair
      Value of Financial Instruments
 
 The
carrying values of cash and cash equivalents, restricted cash, tenant accounts
receivable, accounts payable and accrued expenses are reasonable estimates of
their fair values because of the short maturity of these financial
instruments.  The carrying value of the Credit Facility is also a
reasonable estimate of its fair value because it bears variable rate interest at
current market rates.  Based on the discounted amount of future cash
flows using rates currently available to GRT for similar liabilities (ranging
from 4.65% to 6.50% per annum at December 31, 2008 and from 5.58% to 7.85%
at December 31, 2007), the fair value of GRT’s mortgage notes payable is
estimated at $1,302,039 and $1,246,972 at December 31, 2008 and 2007,
respectively.  The fair value of the debt instruments considers in
part the credit of GRT as an entity, and not just the individual entities and
Properties owned by GRT.
 
 90
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 22.
              Acquisitions
 
 On
October 9, 2007 the Company purchased Merritt Square Mall (“Merritt”) in Merritt
Island, Florida for $84,000.  The company purchased Merritt subject to
an existing $57,000 mortgage loan with a fixed interest rate of 5.35% with the
remaining portion of the purchase price being paid in cash.  The loan
matures on September 1, 2015.
 
 Intangibles,
which were recorded at the acquisition date, associated with acquisitions of
WestShore Plaza, Eastland Mall Ohio, Polaris Fashion Place, Polaris Towne Center
and Merritt, are comprised of an asset for acquired above-market leases of
$9,638, a liability for acquired below-market leases of $24,370, an asset for
tenant relationships of $4,156 and an asset for in place leases for
$5,339.  The intangibles related to above and below-market leases are
being amortized as a net increase to minimum rents on a straight-line basis over
the lives of the leases with a remaining weighted average amortization period of
8.4 years.  Amortization of the tenant relationship is recorded as
amortization expense on a straight-line basis over the estimated life of 12.5
years.  Amortization of the in place lease value is being recorded as
amortization expense over the life of the leases to which they pertain with a
remaining weighted amortization period of 7.1 years.  Net amortization
for all of the acquired intangibles is an increase to net income in the amount
of $264, $271 and $656 for the years ended December 31, 2008, 2007 and 2006,
respectively.  The net book value of the above-market leases is $4,611
and $5,531 as of December 31, 2008 and 2007, respectively, and is included in
the accounts payable and accrued liabilities on the consolidated balance
sheet.  The net book value of the below-market leases is $11,766 and
$15,407 as of December 31, 2008 and 2007, respectively, and is included in the
accounts payable and accrued liabilities on the consolidated balance
sheet.  The net book value of the tenant relationships is $2,511 and
$2,840 as of December 31, 2008 and 2007, respectively, and is included in
prepaid and other assets on the consolidated balance sheet.  The net
book value of in place leases is $2,497 and $4,625 as of December 31, 2008
and 2007, respectively, and is included in the developments, improvements and
equipment on the consolidated balance sheet.
 
 The table
below shows the net amortization of intangibles as an increase to net income
over the next five years as follows:
 
 Net
amortization of intangibles as an increase to net income will be as
follows:
 
 For
      the year ending December 31, 2009
                    
                    $
                    398For
      the year ending December 31, 2010
                    
                    
                    581For
      the year ending December 31, 2011
                    
                    
                    435For
      the year ending December 31, 2012
                    
                    
                    268For
      the year ending December 31, 2013
                    
                    
                    92$
                    1,774
 
 23.
              Discontinued
      Operations
 
 Financial
results of Properties the Company sold in previous periods and Properties that
the Company classifies as held-for-sale as of year-end 2008 are reflected in
discontinued operations for all periods reported in the consolidated statements
of operations.  The table below summarizes key financial results for
these operations:
 
 For
      the Years Ended December 31,2008
                    
                    
                    2007
                    
                    
                    2006Revenues
                    
                    $
                    12,569
                    
                    
                    $
                    35,564
                    
                    
                    $
                    61,621Operating
      expenses
                    
                    
                    (9,659
                    )
                    
                    
                    (24,352
                    )
                    
                    
                    (37,524
                    )Operating
      income
                    
                    
                    2,910
                    
                    
                    
                    11,212
                    
                    
                    
                    24,097Interest
      expense, net
                    
                    
                    (4,963
                    )
                    
                    
                    (7,389
                    )
                    
                    
                    (15,319
                    )Costs
      associated with debt defeasance
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (9,357
                    )Net
      (loss) income from operations
                    
                    
                    (2,053
                    )
                    
                    
                    3,823
                    
                    
                    
                    (579
                    )Gain
      on sale of assets
                    
                    
                    1,244
                    
                    
                    
                    47,349
                    
                    
                    
                    1,717Impairment
      losses on real estate
                    
                    
                    -
                    
                    
                    
                    (27,464
                    )
                    
                    
                    (111,918
                    )Net
      (loss) income from discontinued operations
                    
                    $
                    (809
                    )
                    
                    $
                    23,708
                    
                    
                    $
                    (110,780
                    )
 
 91
 Table of Contents
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS – continued
 (dollars
in thousands, except share and unit amounts)
 
 
 The
impairment losses recorded in 2007 primarily relate to two of our held-for-sale
Mall assets.  The Great Mall of the Great Plains in Olathe, Kansas
(“Great Mall”) had an impairment charge of $21,064 and Eastland Mall in
Charlotte, North Carolina (“Eastland”) had a $3,657 impairment.  The
additional impairment charge involving Great Mall primarily related to the
Company’s year end 2007 decision to sell the property and was recorded based
upon the anticipated sales price for the property.  The impairment
charge for Eastland was due to the change in the Company’s disposition plans for
this Mall.  The Company has been marketing this asset with an expected
sales price equating to the amount of the existing mortgage loan.  In
the fourth quarter of 2007 additional impairment charges were recorded to reduce
the carrying value of the asset to equate to the anticipated net consideration
to be received if the Company would forfeit its rights to the
Property.
 
 The
impairment losses recorded in 2006 primarily relate to three of our
held-for-sale Mall assets.  Montgomery Mall had impairment charges of
$56,994, Great Mall had impairment charges of $46,688 and Eastland had
impairment charges of approximately $6,778.
 
 24.
              Subsequent
      Events
 
 On
January 5, 2009 the Company sold Great Mall for $20,500.  The proceeds
were applied toward repayment of the $30,000 mortgage on the Great Mall with the
balance of the mortgage repaid using proceeds from the Company’s Line of
Credit.
 
 On
January 30, 2009, the Company entered into a loan agreement to borrow up to
$47,000 (the “Loan”).  The initial funding amount of the loan was
$25,000 with the remaining proceeds to be drawn in subsequent fundings subject
to the execution of additional loan participation agreements.  The
Loan is represented by a promissory note secured by a first mortgage lien and
assignment of leases and rents on Grand Central Mall located in the City of
Vienna, West Virginia.  The Loan has a floating interest rate of
LIBOR plus 3.50% per annum, subject to an interest rate floor of 5.50%, and a
maturity date of February 1, 2012.  The loan agreement requires the
Company to make periodic payments of principal and interest with all outstanding
principal and accrued interest being due and payable at the maturity
date.  The agreement contains default provisions customary for
transactions of this nature.  The proceeds of the Loan, along with
additional borrowings on our line of credit, were used towards the payoff of the
previous $46,065 loan that matured on February 1, 2009.
 
 25.
              Interim
      Financial Information (unaudited)
 
 First
                    
                    
                    Second
                    
                    
                    Third
                    
                    
                    FourthYear
      Ended December 31, 2008
                    
                    Quarter
                    
                    
                    Quarter
                    
                    
                    Quarter
                    
                    
                    QuarterTotal
      revenues
                    
                    $
                    78,119
                    
                    
                    $
                    77,642
                    
                    
                    $
                    81,419
                    
                    
                    $
                    81,956Operating
      income
                    
                    $
                    25,261
                    
                    
                    $
                    24,827
                    
                    
                    $
                    22,571
                    
                    
                    $
                    26,726Net
      income
                    
                    $
                    4,098
                    
                    
                    $
                    5,673
                    
                    
                    $
                    916
                    
                    
                    $
                    6,082Net
      (loss) income available to common shareholders
                    
                    $
                    (261
                    )
                    
                    $
                    1,314
                    
                    
                    $
                    (3,444
                    )
                    
                    $
                    1,723(Loss)
      earnings per share (diluted)
                    
                    $
                    (0.01
                    )
                    
                    $
                    0.03
                    
                    
                    $
                    (0.09
                    )
                    
                    $
                    0.04First
                    
                    
                    Second
                    
                    
                    Third
                    
                    
                    FourthYear
      Ended December 31, 2007
                    
                    Quarter
                    
                    
                    Quarter
                    
                    
                    Quarter
                    
                    
                    QuarterTotal
      revenues
                    
                    $
                    72,699
                    
                    
                    $
                    71,430
                    
                    
                    $
                    73,455
                    
                    
                    $
                    84,582Operating
      income
                    
                    $
                    25,008
                    
                    
                    $
                    21,493
                    
                    
                    $
                    26,826
                    
                    
                    $
                    29,115Net
      income (loss)
                    
                    $
                    5,467
                    
                    
                    $
                    (918
                    )
                    
                    $
                    50,752
                    
                    
                    $
                    (16,944
                    )Net
      income (loss) available to common shareholders
                    
                    $
                    1,108
                    
                    
                    $
                    (5,277
                    )
                    
                    $
                    46,392
                    
                    
                    $
                    (21,303
                    )Earnings
      (loss) per share (diluted)
                    
                    $
                    0.03
                    
                    
                    $
                    (0.14
                    )
                    
                    $
                    1.23
                    
                    
                    $
                    (0.56
                    )
 
 Total
revenues and operating income for 2008 and 2007 are restated to reflect SFAS No.
144.  Net income available to shareholders reflects the net gains and
losses associated with the sale of discontinued operations.  It also
reflects the income and loss from discontinued operations.
 
 92
 Table of Contents
 GLIMCHER
      REALTY TRUSTSCHEDULE
      III - REAL ESTATE AND ACCUMULATED DEPRECIATIONas
      of December 31, 2008(dollars
      in
thousands)
  Costs
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                LifeCapitalized
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Upon
      WhichSubsequent
      to
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Gross
      Amounts at Which
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Depreciation
      inInitial
      Cost
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Acquisition
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Carried
      at Close of Period
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Date
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                LatestBuildings
      and
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Improvements
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Buildings
      and
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Construction
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                StatementDescription
      and Location
                                                                                                                                                
                                                                                                                                                Encumbrances
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Improvements
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                and
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Improvements
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Total
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Accumulated
                                                                                                                                                
                                                                                                                                                Was
                                                                                                                                                
                                                                                                                                                Date
                                                                                                                                                
                                                                                                                                                of
      Operationsof
      Property
                                                                                                                                                
                                                                                                                                                [d]
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Land
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                [a]
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Adjustments
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Land
      [b]
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                [c]
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                [b]
      [c]
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                Depreciation
                                                                                                                                                
                                                                                                                                                Completed
                                                                                                                                                
                                                                                                                                                Acquired
                                                                                                                                                
                                                                                                                                                is
      Computed
  MALL
      PROPERTIESAshland
      Town CenterAshland,
      KY
                                                                                              
                                                                                              $
                                                                                              23,701
                                                                                              
                                                                                              
                                                                                              $
                                                                                              3,866
                                                                                              
                                                                                              
                                                                                              $
                                                                                              21,454
                                                                                              
                                                                                              
                                                                                              $
                                                                                              8,084
                                                                                              
                                                                                              
                                                                                              $
                                                                                              4,054
                                                                                              
                                                                                              
                                                                                              $
                                                                                              29,350
                                                                                              
                                                                                              
                                                                                              $
                                                                                              33,404
                                                                                              
                                                                                              
                                                                                              $
                                                                                              14,444
                                                                                              
                                                                                              1989
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Colonial
      Park MallHarrisburg,
      PA
                                                                                              
                                                                                              $
                                                                                              42,250
                                                                                              
                                                                                              
                                                                                              
                                                                                              9,765
                                                                                              
                                                                                              
                                                                                              
                                                                                              43,770
                                                                                              
                                                                                              
                                                                                              
                                                                                              2,129
                                                                                              
                                                                                              
                                                                                              
                                                                                              9,704
                                                                                              
                                                                                              
                                                                                              
                                                                                              45,960
                                                                                              
                                                                                              
                                                                                              
                                                                                              55,664
                                                                                              
                                                                                              
                                                                                              
                                                                                              17,102
                                                                                              
                                                                                              
                                                                                              
                                                                                              2003
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Dayton
      MallDayton,
      OH
                                                                                              
                                                                                              $
                                                                                              54,015
                                                                                              
                                                                                              
                                                                                              
                                                                                              9,068
                                                                                              
                                                                                              
                                                                                              
                                                                                              90,676
                                                                                              
                                                                                              
                                                                                              
                                                                                              36,948
                                                                                              
                                                                                              
                                                                                              
                                                                                              8,710
                                                                                              
                                                                                              
                                                                                              
                                                                                              127,982
                                                                                              
                                                                                              
                                                                                              
                                                                                              136,692
                                                                                              
                                                                                              
                                                                                              
                                                                                              35,299
                                                                                              
                                                                                              
                                                                                              
                                                                                              2002
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Eastland
      MallColumbus,
      OH
                                                                                              
                                                                                              $
                                                                                              43,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              12,570
                                                                                              
                                                                                              
                                                                                              
                                                                                              17,794
                                                                                              
                                                                                              
                                                                                              
                                                                                              30,354
                                                                                              
                                                                                              
                                                                                              
                                                                                              12,555
                                                                                              
                                                                                              
                                                                                              
                                                                                              48,163
                                                                                              
                                                                                              
                                                                                              
                                                                                              60,718
                                                                                              
                                                                                              
                                                                                              
                                                                                              12,117
                                                                                              
                                                                                              
                                                                                              
                                                                                              2003
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Grand
      Central MallParkersburg,
      WV
                                                                                              
                                                                                              $
                                                                                              46,135
                                                                                              
                                                                                              
                                                                                              
                                                                                              3,961
                                                                                              
                                                                                              
                                                                                              
                                                                                              41,135
                                                                                              
                                                                                              
                                                                                              
                                                                                              43,108
                                                                                              
                                                                                              
                                                                                              
                                                                                              4,015
                                                                                              
                                                                                              
                                                                                              
                                                                                              84,189
                                                                                              
                                                                                              
                                                                                              
                                                                                              88,204
                                                                                              
                                                                                              
                                                                                              
                                                                                              33,341
                                                                                              
                                                                                              
                                                                                              
                                                                                              1993
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Indian
      Mound MallNewark,
      OH
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              892
                                                                                              
                                                                                              
                                                                                              
                                                                                              19,497
                                                                                              
                                                                                              
                                                                                              
                                                                                              13,011
                                                                                              
                                                                                              
                                                                                              
                                                                                              773
                                                                                              
                                                                                              
                                                                                              
                                                                                              32,627
                                                                                              
                                                                                              
                                                                                              
                                                                                              33,400
                                                                                              
                                                                                              
                                                                                              
                                                                                              19,798
                                                                                              
                                                                                              1986
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Jersey
      Gardens MallElizabeth,
      NJ
                                                                                              
                                                                                              $
                                                                                              153,260
                                                                                              
                                                                                              
                                                                                              
                                                                                              32,498
                                                                                              
                                                                                              
                                                                                              
                                                                                              206,478
                                                                                              
                                                                                              
                                                                                              
                                                                                              31,093
                                                                                              
                                                                                              
                                                                                              
                                                                                              34,479
                                                                                              
                                                                                              
                                                                                              
                                                                                              235,590
                                                                                              
                                                                                              
                                                                                              
                                                                                              270,069
                                                                                              
                                                                                              
                                                                                              
                                                                                              78,848
                                                                                              
                                                                                              2000
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Lloyd
      Center MallPortland,
      OR
                                                                                              
                                                                                              $
                                                                                              128,779
                                                                                              
                                                                                              
                                                                                              
                                                                                              47,737
                                                                                              
                                                                                              
                                                                                              
                                                                                              115,219
                                                                                              
                                                                                              
                                                                                              
                                                                                              34,577
                                                                                              
                                                                                              
                                                                                              
                                                                                              38,566
                                                                                              
                                                                                              
                                                                                              
                                                                                              158,967
                                                                                              
                                                                                              
                                                                                              
                                                                                              197,533
                                                                                              
                                                                                              
                                                                                              
                                                                                              46,404
                                                                                              
                                                                                              
                                                                                              
                                                                                              1998
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]The
      Mall at Fairfield CommonsBeavercreek,
      OH
                                                                                              
                                                                                              $
                                                                                              105,686
                                                                                              
                                                                                              
                                                                                              
                                                                                              5,438
                                                                                              
                                                                                              
                                                                                              
                                                                                              102,914
                                                                                              
                                                                                              
                                                                                              
                                                                                              20,709
                                                                                              
                                                                                              
                                                                                              
                                                                                              6,949
                                                                                              
                                                                                              
                                                                                              
                                                                                              122,112
                                                                                              
                                                                                              
                                                                                              
                                                                                              129,061
                                                                                              
                                                                                              
                                                                                              
                                                                                              49,703
                                                                                              
                                                                                              1993
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]The
      Mall at Johnson CityJohnson
      City, TN
                                                                                              
                                                                                              $
                                                                                              37,827
                                                                                              
                                                                                              
                                                                                              
                                                                                              4,462
                                                                                              
                                                                                              
                                                                                              
                                                                                              39,439
                                                                                              
                                                                                              
                                                                                              
                                                                                              17,251
                                                                                              
                                                                                              
                                                                                              
                                                                                              4,405
                                                                                              
                                                                                              
                                                                                              
                                                                                              56,747
                                                                                              
                                                                                              
                                                                                              
                                                                                              61,152
                                                                                              
                                                                                              
                                                                                              
                                                                                              15,646
                                                                                              
                                                                                              
                                                                                              
                                                                                              2000
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Merritt
      SquareMerritt
      Island, FL
                                                                                              
                                                                                              $
                                                                                              57,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              14,460
                                                                                              
                                                                                              
                                                                                              
                                                                                              70,810
                                                                                              
                                                                                              
                                                                                              
                                                                                              (1,350
                                                                                              )
                                                                                              
                                                                                              
                                                                                              14,460
                                                                                              
                                                                                              
                                                                                              
                                                                                              69,460
                                                                                              
                                                                                              
                                                                                              
                                                                                              83,920
                                                                                              
                                                                                              
                                                                                              
                                                                                              4,736
                                                                                              
                                                                                              
                                                                                              
                                                                                              2007
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Morgantown
      MallMorgantown,
      WV
                                                                                              
                                                                                              $
                                                                                              39,951
                                                                                              
                                                                                              
                                                                                              
                                                                                              1,273
                                                                                              
                                                                                              
                                                                                              
                                                                                              40,484
                                                                                              
                                                                                              
                                                                                              
                                                                                              5,935
                                                                                              
                                                                                              
                                                                                              
                                                                                              1,556
                                                                                              
                                                                                              
                                                                                              
                                                                                              46,136
                                                                                              
                                                                                              
                                                                                              
                                                                                              47,692
                                                                                              
                                                                                              
                                                                                              
                                                                                              21,946
                                                                                              
                                                                                              1990
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]New
      Towne MallNew
      Philadelphia, OH
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              1,190
                                                                                              
                                                                                              
                                                                                              
                                                                                              23,475
                                                                                              
                                                                                              
                                                                                              
                                                                                              9,473
                                                                                              
                                                                                              
                                                                                              
                                                                                              1,107
                                                                                              
                                                                                              
                                                                                              
                                                                                              33,031
                                                                                              
                                                                                              
                                                                                              
                                                                                              34,138
                                                                                              
                                                                                              
                                                                                              
                                                                                              17,130
                                                                                              
                                                                                              1988
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Northtown
      MallBlaine,
      MN
                                                                                              
                                                                                              $
                                                                                              40,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              13,264
                                                                                              
                                                                                              
                                                                                              
                                                                                              40,988
                                                                                              
                                                                                              
                                                                                              
                                                                                              37,933
                                                                                              
                                                                                              
                                                                                              
                                                                                              16,044
                                                                                              
                                                                                              
                                                                                              
                                                                                              76,141
                                                                                              
                                                                                              
                                                                                              
                                                                                              92,185
                                                                                              
                                                                                              
                                                                                              
                                                                                              19,903
                                                                                              
                                                                                              
                                                                                              
                                                                                              1998
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Polaris
      Fashion PlaceColumbus,
      OH
                                                                                              
                                                                                              $
                                                                                              137,144
                                                                                              
                                                                                              
                                                                                              
                                                                                              36,687
                                                                                              
                                                                                              
                                                                                              
                                                                                              167,251
                                                                                              
                                                                                              
                                                                                              
                                                                                              29,983
                                                                                              
                                                                                              
                                                                                              
                                                                                              40,981
                                                                                              
                                                                                              
                                                                                              
                                                                                              192,940
                                                                                              
                                                                                              
                                                                                              
                                                                                              233,921
                                                                                              
                                                                                              
                                                                                              
                                                                                              41,898
                                                                                              
                                                                                              
                                                                                              
                                                                                              2004
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]River
      Valley MallLancaster,
      OH
                                                                                              
                                                                                              $
                                                                                              50,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              875
                                                                                              
                                                                                              
                                                                                              
                                                                                              26,910
                                                                                              
                                                                                              
                                                                                              
                                                                                              21,541
                                                                                              
                                                                                              
                                                                                              
                                                                                              2,228
                                                                                              
                                                                                              
                                                                                              
                                                                                              47,098
                                                                                              
                                                                                              
                                                                                              
                                                                                              49,326
                                                                                              
                                                                                              
                                                                                              
                                                                                              25,284
                                                                                              
                                                                                              1987
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Supermall
      of Great NWAuburn,
      WA
                                                                                              
                                                                                              $
                                                                                              57,675
                                                                                              
                                                                                              
                                                                                              
                                                                                              1,058
                                                                                              
                                                                                              
                                                                                              
                                                                                              104,612
                                                                                              
                                                                                              
                                                                                              
                                                                                              3,407
                                                                                              
                                                                                              
                                                                                              
                                                                                              7,187
                                                                                              
                                                                                              
                                                                                              
                                                                                              101,890
                                                                                              
                                                                                              
                                                                                              
                                                                                              109,077
                                                                                              
                                                                                              
                                                                                              
                                                                                              41,561
                                                                                              
                                                                                              
                                                                                              
                                                                                              2002
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Weberstown
      MallStockton,
      CA
                                                                                              
                                                                                              $
                                                                                              60,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              3,237
                                                                                              
                                                                                              
                                                                                              
                                                                                              23,479
                                                                                              
                                                                                              
                                                                                              
                                                                                              9,319
                                                                                              
                                                                                              
                                                                                              
                                                                                              3,298
                                                                                              
                                                                                              
                                                                                              
                                                                                              32,737
                                                                                              
                                                                                              
                                                                                              
                                                                                              36,035
                                                                                              
                                                                                              
                                                                                              
                                                                                              15,808
                                                                                              
                                                                                              
                                                                                              
                                                                                              1998
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Westshore
      PlazaTampa,
      FL
                                                                                              
                                                                                              $
                                                                                              91,921
                                                                                              
                                                                                              
                                                                                              
                                                                                              15,653
                                                                                              
                                                                                              
                                                                                              
                                                                                              145,158
                                                                                              
                                                                                              
                                                                                              
                                                                                              10,505
                                                                                              
                                                                                              
                                                                                              
                                                                                              15,653
                                                                                              
                                                                                              
                                                                                              
                                                                                              155,663
                                                                                              
                                                                                              
                                                                                              
                                                                                              171,316
                                                                                              
                                                                                              
                                                                                              
                                                                                              31,943
                                                                                              
                                                                                              
                                                                                              
                                                                                              2003
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]                                93
 Table of Contents
 GLIMCHER
      REALTY TRUSTSCHEDULE
      III - REAL ESTATE AND ACCUMULATED DEPRECIATIONas
      of December 31, 2008(dollars
      in
thousands)
  Costs
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        LifeCapitalized
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Upon
      WhichSubsequent
      to
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Gross
      Amounts at Which
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Depreciation
      inInitial
      Cost
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Acquisition
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Carried
      at Close of Period
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Date
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        LatestBuildings
      and
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Improvements
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Buildings
      and
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Construction
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        StatementDescription
      and Location
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Encumbrances
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Improvements
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        and
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Improvements
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Total
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Accumulated
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Was
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Date
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        of
      Operationsof
      Property
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        [d]
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Land
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        [a]
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Adjustments
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Land
      [b]
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        [c]
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        [b]
      [c]
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Depreciation
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Completed
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        Acquired
                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                        is
      Computed
 COMMUNITY
      CENTERSMorgantown
      CommonsMorgantown,
      WV
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              175
                                                                                              
                                                                                              
                                                                                              $
                                                                                              7,549
                                                                                              
                                                                                              
                                                                                              $
                                                                                              13,340
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              21,064
                                                                                              
                                                                                              
                                                                                              $
                                                                                              21,064
                                                                                              
                                                                                              
                                                                                              $
                                                                                              7,873
                                                                                              
                                                                                              1991
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Polaris
      Town CenterColumbus,
      OH
                                                                                              
                                                                                              $
                                                                                              39,423
                                                                                              
                                                                                              
                                                                                              
                                                                                              19,082
                                                                                              
                                                                                              
                                                                                              
                                                                                              38,950
                                                                                              
                                                                                              
                                                                                              
                                                                                              (1,440
                                                                                              )
                                                                                              
                                                                                              
                                                                                              19,082
                                                                                              
                                                                                              
                                                                                              
                                                                                              37,510
                                                                                              
                                                                                              
                                                                                              
                                                                                              56,592
                                                                                              
                                                                                              
                                                                                              
                                                                                              8,583
                                                                                              
                                                                                              
                                                                                              
                                                                                              2004
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]CORPORATE
      ASSETSGlimcher
      Properties LimitedPartnership
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              1,780
                                                                                              
                                                                                              
                                                                                              
                                                                                              10,645
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              12,425
                                                                                              
                                                                                              
                                                                                              
                                                                                              12,425
                                                                                              
                                                                                              
                                                                                              
                                                                                              5,964
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Lloyd
      Ice RinkOEC
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              187
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              187
                                                                                              
                                                                                              
                                                                                              
                                                                                              187
                                                                                              
                                                                                              
                                                                                              
                                                                                              84
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]University
      Mall TheaterOEC
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              620
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              620
                                                                                              
                                                                                              
                                                                                              
                                                                                              620
                                                                                              
                                                                                              
                                                                                              
                                                                                              479
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]$
                                                                                              237,211
                                                                                              
                                                                                              
                                                                                              $
                                                                                              1,389,822
                                                                                              
                                                                                              
                                                                                              $
                                                                                              387,362
                                                                                              
                                                                                              
                                                                                              $
                                                                                              245,806
                                                                                              
                                                                                              
                                                                                              $
                                                                                              1,768,589
                                                                                              
                                                                                              
                                                                                              $
                                                                                              2,014,395
                                                                                              
                                                                                              
                                                                                              $
                                                                                              565,894DEVELOPMENTS
      IN PROGRESSAshland
      Town CenterAshland,
      KY
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              6,673
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              6,673
                                                                                              
                                                                                              
                                                                                              $
                                                                                              6,673Creekside
      ShoppesCincinnati,
      OH
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              12,962
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              12,962
                                                                                              
                                                                                              
                                                                                              
                                                                                              12,962Eastland
      Mall- Former Macy's StoreColumbus,
      OH
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              4,308
                                                                                              
                                                                                              
                                                                                              
                                                                                              3,272
                                                                                              
                                                                                              
                                                                                              
                                                                                              1,036
                                                                                              
                                                                                              
                                                                                              
                                                                                              4,308Georgesville
      SquareColumbus,
      OH
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              514
                                                                                              
                                                                                              
                                                                                              
                                                                                              46
                                                                                              
                                                                                              
                                                                                              
                                                                                              468
                                                                                              
                                                                                              
                                                                                              
                                                                                              514Lloyd
      Center MallPortland,
      OR
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              24,285
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              24,285
                                                                                              
                                                                                              
                                                                                              
                                                                                              24,285Northtown
      MallBlaine,
      MN
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              554
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              554
                                                                                              
                                                                                              
                                                                                              
                                                                                              554Polaris
      LifestyleColumbus,
      OH
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              27,818
                                                                                              
                                                                                              
                                                                                              
                                                                                              4,660
                                                                                              
                                                                                              
                                                                                              
                                                                                              23,158
                                                                                              
                                                                                              
                                                                                              
                                                                                              27,818The
      Mall at Johnson City RedevelopmentJohnson
      City, TN
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              13,857
                                                                                              
                                                                                              
                                                                                              
                                                                                              3,926
                                                                                              
                                                                                              
                                                                                              
                                                                                              9,931
                                                                                              
                                                                                              
                                                                                              
                                                                                              13,857Vero
      Beach FountainsVero
      Beach, FL
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              7,079
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              7,079
                                                                                              
                                                                                              
                                                                                              
                                                                                              7,079Other
      Developments
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              5,759
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              5,759
                                                                                              
                                                                                              
                                                                                              
                                                                                              5,759$
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              103,809
                                                                                              
                                                                                              
                                                                                              $
                                                                                              11,904
                                                                                              
                                                                                              
                                                                                              $
                                                                                              91,905
                                                                                              
                                                                                              
                                                                                              $
                                                                                              103,809                                  94
 Table of Contents
 GLIMCHER
      REALTY TRUSTSCHEDULE
      III - REAL ESTATE AND ACCUMULATED DEPRECIATIONas
      of December 31, 2008(dollars
      in
thousands)
  Costs
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      LifeCapitalized
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Upon
      WhichSubsequent
      to
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Gross
      Amounts at Which
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Depreciation
      inInitial
      Cost
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Acquisition
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Carried
      at Close of Period
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Date
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      LatestBuildings
      and
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Improvements
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Buildings
      and
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Construction
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      StatementDescription
      and Location
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Encumbrances
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Improvements
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      and
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Improvements
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Total
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Accumulated
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Was
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Date
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      of
      Operationsof
      Property
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      [d]
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Land
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      [a]
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Adjustments
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Land
      [b]
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      [c]
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      [b]
      [c]
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Depreciation
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Completed
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      Acquired
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      is
      Computed
 ASSETS
      HELD FOR SALE (f)Ohio
      River PlazaGallipolis,
      OH
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              502
                                                                                              
                                                                                              
                                                                                              $
                                                                                              6,373
                                                                                              
                                                                                              
                                                                                              $
                                                                                              (486
                                                                                              )
                                                                                              
                                                                                              $
                                                                                              351
                                                                                              
                                                                                              
                                                                                              $
                                                                                              6,038
                                                                                              
                                                                                              
                                                                                              $
                                                                                              6,389
                                                                                              
                                                                                              
                                                                                              $
                                                                                              3,004
                                                                                              
                                                                                              1989
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Great
      Mall of the Great PlainsOlathe,
      KS
                                                                                              
                                                                                              $
                                                                                              30,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              15,646
                                                                                              
                                                                                              
                                                                                              
                                                                                              101,790
                                                                                              
                                                                                              
                                                                                              
                                                                                              (59,303
                                                                                              )
                                                                                              
                                                                                              
                                                                                              12,321
                                                                                              
                                                                                              
                                                                                              
                                                                                              45,812
                                                                                              
                                                                                              
                                                                                              
                                                                                              58,133
                                                                                              
                                                                                              
                                                                                              
                                                                                              38,982
                                                                                              
                                                                                              1999
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]Eastland
      MallCharlotte,
      NC
                                                                                              
                                                                                              $
                                                                                              42,229
                                                                                              
                                                                                              
                                                                                              
                                                                                              5,357
                                                                                              
                                                                                              
                                                                                              
                                                                                              47,860
                                                                                              
                                                                                              
                                                                                              
                                                                                              (8,613
                                                                                              )
                                                                                              
                                                                                              
                                                                                              5,305
                                                                                              
                                                                                              
                                                                                              
                                                                                              39,299
                                                                                              
                                                                                              
                                                                                              
                                                                                              44,604
                                                                                              
                                                                                              
                                                                                              
                                                                                              5,143
                                                                                              
                                                                                              
                                                                                              
                                                                                              2003
                                                                                              
                                                                                              
                                                                                              [e
                                                                                              ]21,505
                                                                                              
                                                                                              
                                                                                              
                                                                                              156,023
                                                                                              
                                                                                              
                                                                                              
                                                                                              (68,402
                                                                                              )
                                                                                              
                                                                                              
                                                                                              17,977
                                                                                              
                                                                                              
                                                                                              
                                                                                              91,149
                                                                                              
                                                                                              
                                                                                              
                                                                                              109,126
                                                                                              
                                                                                              
                                                                                              
                                                                                              47,129Total
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              $
                                                                                              258,716
                                                                                              
                                                                                              
                                                                                              $
                                                                                              1,545,845
                                                                                              
                                                                                              
                                                                                              $
                                                                                              422,769
                                                                                              
                                                                                              
                                                                                              $
                                                                                              275,687
                                                                                              
                                                                                              
                                                                                              $
                                                                                              1,951,643
                                                                                              
                                                                                              
                                                                                              $
                                                                                              2,227,330
                                                                                              
                                                                                              
                                                                                              $
                                                                                              613,023
 Note:  The
      total for buildings and improvements for the assets held for sale does not
      include deferred expenses of $1,342 that appear on the Balance
      Sheet.






95
 Table of Contents




GLIMCHER
REALTY TRUST
 
 NOTES
TO SCHEDULE III
 (dollars
in thousands)
  
 (a)
                Initial
      cost for constructed and acquired property is cost at end of first
      complete calendar year subsequent to opening or
    acquisition.
 
 (b)
              The
      aggregate gross cost of land as of December 31,
  2008.
 
 (c)
              The
      aggregate gross cost of building, improvements and equipment as of
      December 31, 2008.
 
 (d)
                See
      description of debt in Note 5 of Notes to Consolidated Financial
      Statements.
  (e)
                Depreciation
      is computed based upon the following estimated weighted average composite
      lives:  Buildings and improvements-40 years; equipment and
      fixtures-3 to 10 years.
  (f)
                Properties
      were held for sale at December 31, 2008.  The total for building
      and improvements for the assets held-for-sale excludes the deferred costs
      of $1,342 that appear on the consolidated balance
  sheet.
  
 
 Reconciliation
of Real Estate
  Year Ended December 31,2008
                                            
                                            
                                            2007
                                            
                                            
                                            2006Balance
      at beginning of year
                                            
                                            $
                                            2,039,701
                                            
                                            
                                            $
                                            1,976,887
                                            
                                            
                                            $
                                            2,211,614Additions:Improvements
                                            
                                            
                                            97,740
                                            
                                            
                                            
                                            101,814
                                            
                                            
                                            
                                            79,512Acquisitions
                                            
                                            
                                            -
                                            
                                            
                                            
                                            90,365
                                            
                                            
                                            
                                            61,276Deductions
                                            
                                            
                                            (19,237
                                            )
                                            
                                            
                                            (129,365
                                            )
                                            
                                            
                                            (375,515
                                            )Balance
      at close of year
                                            
                                            $
                                            2,118,204
                                            
                                            
                                            $
                                            2,039,701
                                            
                                            
                                            $
                                            1,976,887
  
 Reconciliation
of Accumulated Depreciation
  Year Ended December 31,2008
                                                
                                                
                                                2007
                                                
                                                
                                                2006Balance
      at beginning of year
                                                
                                                $
                                                500,710
                                                
                                                
                                                $
                                                483,115
                                                
                                                
                                                $
                                                470,397Depreciation
      expense and other
                                                
                                                
                                                75,952
                                                
                                                
                                                
                                                71,559
                                                
                                                
                                                
                                                70,281Deductions
                                                
                                                
                                                (10,768
                                                )
                                                
                                                
                                                (53,964
                                                )
                                                
                                                
                                                (57,563
                                                )Balance
      at close of year
                                                
                                                $
                                                565,894
                                                
                                                
                                                $
                                                500,710
                                                
                                                
                                                $
                                                483,115








96