UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2004

OR

[_]        TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE ACT OF 1934

Commission File
Number 001-12482

GLIMCHER REALTY
TRUST(Exact name of registrant as specified in its charter)

|Maryland(State or other jurisdiction ofincorporation or organization) | 31-1390518(I.R.S. EmployerIdentification No.)
|--------------------------------------------------------------------- | ---------------------------------------------

|150 East Gay StreetColumbus, Ohio(Address of principal executive offices) | 43215(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 registered
|------------------- | -----------------------------------------

|Common Shares of Beneficial Interest, par value $0.01 per share8 3/4% Series F Cumulative Redeemable Preferred Shares of Beneficial        Interest, par value $0.01 per share8 1/8% Series G Cumulative Redeemable Preferred Shares of Beneficial        Interest, par value $0.01 per share | New York Stock ExchangeNew York Stock ExchangeNew York Stock Exchange
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------

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Securities registered
pursuant to Section 12(g) of the Act: None

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 an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [_]

As of March 3, 2005,
there were 35,697,841 Common Shares of Beneficial Interest outstanding, par value $0.01
per share and 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, 2004, was
$772,749,769.

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 year covered by this Form 10-K with respect to the
Annual Meeting of Shareholders to be held on May 6, 2005 are incorporated by reference
into Part III of this Report.

1 of 74 pages

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TABLE OF CONTENTS

|Item No.   |                                                                                                              | Form 10-KReport Page
|---------- | ------------------------------------------------------------------------------------------------------------ | --------------------
|          
|PART I    
|          
|1.         | Business                                                                                                     | 3                   
|2.         | Properties                                                                                                   | 6                   
|3.         | Legal Proceedings                                                                                            | 12                  
|4.         | Submission of Matters to a Vote of Security Holders                                                          | 13                  
|          
|PART II   
|          
|5.         | Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities | 13                  
|6.         | Selected Financial Data                                                                                      | 13                  
|7.         | Managements Discussion and Analysis of Financial Condition and Results of Operations                        | 15                  
|7A.        | Quantitative and Qualitative Disclosures About Market Risk                                                   | 34                  
|8.         | Financial Statements and Supplementary Data                                                                  | 35                  
|9.         | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 35                  
|9A.        | Controls and Procedures                                                                                      | 35                  
|9B.        | Other Information                                                                                            | 37                  
|          
|PART III  
|          
|10.        | Trustees and Executive Officers of the Registrant                                                            | 37                  
|11.        | Executive Compensation                                                                                       | 37                  
|12.        | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters               | 37                  
|13.        | Certain Relationships and Related Transactions                                                               | 37                  
|14.        | Principal Accounting Fees and Services                                                                       | 37                  
|15.        | Exhibits and Financial Statement Schedules                                                                   | 38                  
|          
|Signatures |                                                                                                              | 44                  

2

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EXPLANATORY NOTE

During
fiscal years 2003 and 2002, the Company increased its provision for doubtful accounts to
address the finalization of the billings for the tenants share of common area
maintenance (CAM), real estate taxes and other recoverable expenditures
incurred in prior years. Our process for recording the tenant reimbursement for CAM, real
estate taxes and recoverable expenditures was evaluated at that time and improvements were
made to the process to reduce the risk of significant adjustments in future periods. Based
upon their significance, we have determined that these charges should have reduced the
tenant reimbursement revenue recognized in prior years.

Accordingly,
the Company is restating its previously issued financial statements for the fiscal years
December 31, 2001 through 2003 to correct the timing by reflecting the adjustments as
reductions to tenant reimbursement revenue recognized in prior years. The restatement
increases net income by $9.1 million ($0.26 per diluted share) for the year ended December
31, 2003, and decreases net income by $2.7 million ($0.08 per diluted share) and $6.4
million ($0.23 per diluted share) for the years ended December 31, 2002 and 2001,
respectively.

For
more information relating to the restatement,  see Item 8. Financial
Statements-Note 21. Restatements and Note 22. Interim Financial Information
(unaudited).  Additionally,  see Item 7. Managements Discussion and Analysis
of  Financial Condition and Results of Operations.  For more information on the
impact of the restatement on years 2001, 2002 and 2003, see Item 6. Selected
Financial Data.

The
Company did not amend its Annual Report on Form 10-K or Quarterly Reports on Form 10-Q for
the periods affected by the restatement, and the financial statements and related
financial information contained in such reports should no longer be relied upon. The
Company previously disclosed its intention to restate its financial statements for such
periods in a Form 8-K filed with the Securities & Exchange Commission
(SEC) on February 22, 2005.

All
referenced amounts in this Annual Report for prior periods and prior period comparisons
reflect the balances and amounts on a restated basis.

PART I

This
Form 10-K, together with other statements and information publicly disseminated by
Glimcher Realty Trust (GRT 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: the effect of economic and
market conditions; tenant bankruptcies; rejection of leases by tenants in bankruptcy; the
failure to qualify as a REIT (as hereinafter defined), failure to consummate financing,
including the repayment of debt; development risks, including lack of satisfactory equity
and debt financing, construction and lease-up delays and cost overruns; the level and
volatility of interest rates; the consummation of asset sales at acceptable prices; the
financial stability of tenants within the retail industry; the rate of revenue increases
versus expense increases; the failure of the closing of the sale of properties to take
place from time to time; the failure to attract innovative retailers; the failure to
complete planned redevelopments of properties; the failure of the Company to make
additional investments in regional mall properties; and the failure to fully recover
tenant obligations for CAM, taxes and other property expenses, as well as other risks
listed from time to time in this Form 10-K and in GRTs other reports filed with the
SEC.

Item 1. Business

|(a) | General
Development of Business
|--- | -------------------------------

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 enclosed regional
and super regional malls (the Malls) and community shopping centers (including
single tenant retail properties) (the Community Centers). The Malls and
Community Centers are each individually referred to herein as a Property and
the Malls and Community Centers in which GRT holds an ownership position (including joint
venture interests) are 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 Glimcher Properties
Limited Partnership (the Operating Partnership or GPLP), 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, 2004, GRT held a 91.1% interest in the Operating Partnership.

3

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GRT,
the Operating Partnership 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
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.

|(b) | Narrative
Description of Business
|--- | ---------------------------------

General:
The Company is a recognized leader in the ownership, management, acquisition and
development of enclosed regional and super-regional malls. At December 31, 2004, the
Properties consisted of 25 Malls containing an aggregate of 21.8 million square feet of
gross leasable area (GLA) and 16 Community Centers (including one single
tenant retail property) containing an aggregate of 2.5 million 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 outparcels
are considered to be stores. The Company computes occupancy on an economic basis, which
means only those spaces where the store is open or the tenant is paying rent are
considered as occupied. The Company includes GLA for certain anchors and outparcels that
are owned by third parties. These differences in treatment between Malls and Community
Centers is consistent with industry practice. Mall anchors which are owned by third
parties, 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. Outparcels at both Community Center or 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 contribute towards Company ancillary
charges, are excluded from GLA.

As
of December 31, 2004, the occupancy rate for all of the Properties was 89.3% of GLA. The
occupied GLA was leased at 86.7%, 7.2% and 6.1% 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, 2004, the Properties had annualized minimum rents of $210.4 million.
Approximately 82.2%, 6.4% and 11.4% of the annualized minimum rents of the Properties as
of December 31, 2004 were derived from national, regional and local retailers,
respectively. There are no tenants representing more than 5.0% of the aggregate annualized
minimum rents of the Properties as of December 31, 2004 (see Note 17 to the consolidated
financial statements for financial information regarding the Companys segments).

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 The
Bon-Ton, Boscovs, Burdines-Macys, Dillards, Elder-Beerman, Foleys,
JCPenney, Kaufmanns, Kohls, Lazarus-Macys, Meier & Frank Co., Neiman
Marcus, Nordstrom, Parisian, Proffitts, Saks and Sears. Mall stores, most of which
are national retailers, include Abercrombie & Fitch, American Eagle Outfitters, Banana
Republic, Barnes & Noble, Bath & Body Works, The Disney Store, Finish Line,
Footlocker, Gap, Hallmark, Kay Jewelers, The Limited, Limited Express, New York and
Company, Old Navy, Pacific Sunwear, Radio Shack, Victorias Secret, Waldenbooks 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 of the Malls, multiple screen movie theaters and
other entertainment activities. The largest operating Mall has 1.6 million square feet of
GLA and approximately 140 stores, while the smallest has 230,000 square feet of GLA and
approximately 30 stores. The Malls also have additional restaurants and retail businesses
such as PF Changs, The Palm, Red Lobster, Best Buy and Pier One located along the
perimeter of the parking areas.

As
of December 31, 2004, the Malls accounted for 89.7% of the total GLA, 94.0% of the
aggregate annualized minimum rents of the Properties and had an overall occupancy rate of
91.8%.

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, supermarkets or drug stores (Community Anchors) 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 Anchors
include nationally recognized retailers such as JCPenney and Kmart 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, 2004, the Community Centers accounted for 10.3% of the total GLA, 6.0% of
the aggregate annualized minimum rents of the Properties and had an overall occupancy rate
of 67.6%.

4

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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, real estate investment trusts. 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 properties, 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 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 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.

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 trustees of GRT determine that it is no longer in the best
interests of GRT to qualify as a REIT.

The
Companys acquisition strategies are to selectively acquire strategically located
properties in markets where management has extensive operating experience. Such 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
following factors, among others, are considered by the Company in making acquisitions: (i)
the geographic area and type of property; (ii) the location, construction quality,
condition and design of the property; (iii) the current FFO generated by the property and
the ability to increase FFO through property repositioning and proactive management of the
tenant base; (iv) the potential for capital appreciation; (v) the terms of tenant leases;
(vi) the existing tenant mix at the property; (vii) the potential for economic growth and
the tax and regulatory environment of the communities in which the property is located;
(viii) the occupancy rates and demand by tenants for properties of similar type in the
vicinity; and (ix) the prospects for financing or refinancing the property.

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, 2004, the Company had a
total-debt-to-total-market-capitalization ratio of 52.0% based upon the closing price of
the Common Shares on the New York Stock Exchange as of December 31, 2004. The Company is
working to maintain this ratio in the mid-fifty percent range by managing outstanding debt
and increasing the value of its outstanding Common Shares. 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, 2004, 89.7% 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 which 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

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Employees:
At December 31, 2004, the Company had an aggregate of 1,092 employees, of which 512 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 requirements, 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. In addition, 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 the 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, 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 practical 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, Executive Compensation
Committee Charter and 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.

Item 2. Properties

The
Companys headquarters are located at 150 East Gay 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, 2004, the Company managed and leased a total of 41 Properties. The Properties
are located in 18 states as follows: Ohio (12), West Virginia (5), Tennessee (4), Florida
(2), North Carolina (2), Pennsylvania (2), South Carolina (2), Texas (2), Alabama (1),
California (1), Indiana (1), Kansas (1), Kentucky (1), Minnesota (1), New Jersey (1), New
York (1), Oregon (1) and Washington (1).

|(a) | Malls
|--- | -----

Twenty-five
of the Properties are Malls and range in size from 230,000 square feet of GLA to 1.6
million square feet of GLA. Seven of the Malls are located in Ohio and 18 are located
throughout the country in the states of Florida (2), Texas (2), West Virginia (2), Alabama
(1), California (1), Kansas (1), Kentucky (1), Minnesota (1), New Jersey (1), New York
(1), North Carolina (1), Oregon (1), Pennsylvania (1), Tennessee (1) and Washington (1).
The location, general character and major tenant information are set forth below.

6

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Summary of Malls
at December 31, 2004

|Property/Location                                             | AnchorsGLA |         | StoresGLA (1) |         | TotalGLA |           | % ofAnchorsOccupied |       | % ofStoresOccupied |      | StoreSales PerSquare Ft.(2) |      | Anchors |                                                                                                             | LeaseExpiration(3) |                                                                 
|------------------------------------------------------------- | ---------- | ------- | ------------- | ------- | -------- | --------- | ------------------- | ----- | ------------------ | ---- | --------------------------- | ---- | ------- | ----------------------------------------------------------------------------------------------------------- | ------------------ | ----------------------------------------------------------------
|                                                              |           
|Almeda Mall,    Houston, TX                                   |            | 586,042 |               | 211,501 |          | 797,543   |                     | 100.0 |                    | 90.6 |                             | $283 |         | FoleysJCPenneyOld NavyPalais RoyalRoss Dress for Less                                                      |                    | (4)(4)01/31/0512/31/0901/31/12                                  
|                                                             
|Ashland Town Center    Ashland, KY                            |            | 263,794 |               | 177,967 |          | 441,761   |                     | 100.0 |                    | 97.3 |                             | $335 |         | GoodysJCPenneyProffittsWal-Mart                                                                           |                    | 03/31/0910/31/0901/31/1011/10/09                                
|                                                             
|Colonial Park Mall    Harrisburg, PA                          |            | 504,446 |               | 240,533 |          | 744,979   |                     | 100.0 |                    | 87.9 |                             | $328 |         | The Bon-TonBoscovsSears                                                                                    |                    | 01/31/15(4)(4)                                                  
|                                                             
|Dayton Mall, The    Dayton, OH                                |            | 912,578 |               | 395,673 |          | 1,308,251 |                     | 100.0 |                    | 89.5 |                             | $323 |         | DSW Shoe  WarehouseElder-BeermanJCPenneyLazarus - MacysLinensN ThingsOld NavySears                        |                    | 07/31/10(4)03/31/11(4)01/31/1707/31/06(4)                       
|                                                             
|Eastland Mall (Eastland    North Carolina)    Charlotte, NC |            | 725,720 |               | 339,053 |          | 1,064,773 |                     | 100.0 |                    | 91.0 |                             | $233 |         | BelkDillardsIce HouseCameron GroupSears                                                                    |                    | (4)(4)07/31/05(7)(4)                                            
|                                                             
|Eastland Mall (Eastland Ohio)    Columbus, OH               |            | 606,534 |               | 293,314 |          | 899,848   |                     | 100.0 |                    | 87.3 |                             | $268 |         | JCPenney (5)Lazarus - MacysSears                                                                           |                    | 01/31/08(4)(4)                                                  
|                                                             
|Grand Central Mall    Parkersburg/Vienna, WV                  |            | 562,394 |               | 339,956 |          | 902,350   |                     | 100.0 |                    | 94.4 |                             | $296 |         | Elder-Beerman (5)GoodysJCPenneyProffittsRegal CinemasSearsSteve & Barrys                                 |                    | 01/31/3304/30/0609/30/0703/31/1801/31/1709/25/0701/31/11        
|                                                             
|Great Mall of the Great Plains, The    Olathe, KS             |            | 397,211 |               | 413,023 |          | 810,234   |                     | 77.5  |                    | 76.2 |                             | $186 |         | Burlington Coat  FactoryDickinson TheatresFoozlesGroup USAJeepers!LinensN ThingsMarshallsVF Factory Outlet |                    | 01/31/0808/13/1701/31/0608/13/0712/31/0601/31/0801/31/1310/31/06

7

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|Property/Location                                        | AnchorsGLA |         | StoresGLA (1) |         | TotalGLA |           | % ofAnchorsOccupied |       | % ofStoresOccupied |      | StoreSales PerSquare Ft.(2) |      | Anchors |                                                                                                                                                                                                                                            | LeaseExpiration(3) |                                                                                                                         
|-------------------------------------------------------- | ---------- | ------- | ------------- | ------- | -------- | --------- | ------------------- | ----- | ------------------ | ---- | --------------------------- | ---- | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------ | ------------------------------------------------------------------------------------------------------------------------
|                                                         |           
|Indian Mound Mall    Newark/Heath, OH                    |            | 389,589 |               | 166,907 |          | 556,496   |                     | 100.0 |                    | 76.4 |                             | $269 |         | Crown CinemaElder-BeermanJCPenneyLazarus - Macys (9)Sears (5)Steve & Barrys                                                                                                                                                              |                    | 12/31/0704/30/0910/31/0609/30/0609/23/2701/31/11                                                                        
|                                                        
|Jersey Gardens    Elizabeth, NJ                          |            | 649,465 |               | 641,310 |          | 1,290,775 |                     | 100.0 |                    | 83.4 |                             | $418 |         | Bed Bath & BeyondBurlington Coat  FactoryCohoes FashionsDaffysDSW Shoe  Warehouse/  Filenes BasementGap Outlet, TheGroup USAHome LivingJeepers!Last CallLoews TheatersMarshallsNike Factory StoreOff 5th Saks Fifth  Ave OutletOld Navy |                    | 01/31/1001/31/1001/31/1001/31/1010/31/1101/31/1012/31/0810/31/0501/31/1011/30/0912/31/2010/31/0911/30/0610/31/1405/31/10
|                                                        
|Lloyd Center    Portland, OR                             |            | 739,759 |               | 704,454 |          | 1,444,213 |                     | 100.0 |                    | 95.2 |                             | $369 |         | Barnes & NobleLloyd Ctr Ice  Rink (6)Lloyd Mall CinemasMarshallsMeier & FrankNordstromRoss Dress for LessSearsToys R Us                                                                                                                  |                    | 01/31/1201/31/0801/31/1201/31/1401/31/06(4)01/31/15(4)01/31/05                                                          
|                                                        
|Mall at Fairfield Commons, The    Beavercreek/Dayton, OH |            | 684,284 |               | 368,376 |          | 1,052,660 |                     | 100.0 |                    | 95.6 |                             | $366 |         | Elder-BeermanJCPenneyLazarus - Macys (5)ParisianSears                                                                                                                                                                                     |                    | 10/31/1510/31/0801/31/1501/31/1410/31/08                                                                                
|                                                        
|Mall at Johnson City, The    Johnson City, TN            |            | 334,605 |               | 200,672 |          | 535,277   |                     | 100.0 |                    | 87.0 |                             | $365 |         | GoodysJCPenneyProffitts for HerProffitts for Men,Kids & HomeSears                                                                                                                                                                       |                    | 05/31/0603/31/1010/31/1206/30/0603/09/06                                                                                
|                                                        
|Montgomery Mall    Montgomery, AL                        |            | 460,341 |               | 266,386 |          | 726,727   |                     | 100.0 |                    | 69.7 |                             | $195 |         | Dillards (9)JCPenneyParisian                                                                                                                                                                                                              |                    | 12/31/0404/30/05(4)                                                                                                     
|                                                        
|Morgantown Mall    Morgantown, WV                        |            | 372,244 |               | 168,178 |          | 540,422   |                     | 96.4  |                    | 92.3 |                             | $309 |         | Carmike CinemasElder-BeermanJCPenneyProffittsSears                                                                                                                                                                                        |                    | 10/31/1001/29/1109/30/1003/15/1109/30/10                                                                                

8

---

|Property/Location                                 | AnchorsGLA |            | StoresGLA (1) |           | TotalGLA |            | % ofAnchorsOccupied |       | % ofStoresOccupied |      | StoreSales PerSquare Ft.(2) |      | Anchors |                                                                                                                     | LeaseExpiration(3) |                                                                         
|------------------------------------------------- | ---------- | ---------- | ------------- | --------- | -------- | ---------- | ------------------- | ----- | ------------------ | ---- | --------------------------- | ---- | ------- | ------------------------------------------------------------------------------------------------------------------- | ------------------ | ------------------------------------------------------------------------
|                                                  |           
|New Towne Mall    New Philadelphia, OH            |            | 351,713    |               | 162,901   |          | 514,614    |                     | 73.5  |                    | 84.7 |                             | $245 |         | Elder-BeermanGoodysJCPenneyRegal CinemasSearsSuper Fitness Center                                                  |                    | 02/02/0908/31/1409/30/0803/31/0710/31/0802/28/14                        
|                                                 
|Northtown Mall    Blaine, MN                      |            | 486,886    |               | 315,312   |          | 802,198    |                     | 20.9  |                    | 86.6 |                             | $365 |         | Best BuySteve & Barrys                                                                                             |                    | 01/31/1001/31/11                                                        
|                                                 
|Northwest Mall    Houston, TX                     |            | 582,339    |               | 211,742   |          | 794,081    |                     | 64.1  |                    | 78.8 |                             | $213 |         | FoleysOfficeMaxPalais RoyalPhils Shoes (8)                                                                        |                    | (4)06/30/0412/31/0901/31/04                                             
|                                                 
|Polaris Fashion Place    Columbus, OH             |            | 1,088,075  |               | 491,657   |          | 1,579,732  |                     | 100.0 |                    | 96.0 |                             | $358 |         | Great Indoors, TheJCPenneyKaufmannsLazarus - MacysLord & TaylorSaks Fifth AvenueSears                             |                    | (4)(4)(4)(4)(4)(4)(4)                                                   
|                                                 
|River Valley Mall    Lancaster, OH                |            | 316,947    |               | 255,011   |          | 571,958    |                     | 100.0 |                    | 95.9 |                             | $270 |         | Elder-BeermanJCPenneyLazarus - MacysRegal CinemasSearsSteve & Barrys                                              |                    | 02/02/0809/30/0709/30/0712/31/0610/31/0901/31/11                        
|                                                 
|Southside Mall    Oneonta, NY                     |            | 142,719    |               | 87,180    |          | 229,899    |                     | 41.5  |                    | 98.6 |                             | $301 |         | JCPenneyOfficeMax                                                                                                   |                    | 07/31/0612/31/12                                                        
|                                                 
|SuperMall of the Great    Northwest    Auburn, WA |            | 541,669    |               | 400,565   |          | 942,234    |                     | 100.0 |                    | 78.8 |                             | $246 |         | Ann Taylor LoftBed Bath & BeyondBurlington Coat  FactoryGart SportsMarshallsNordstromOld NavySams ClubVision Quest |                    | 01/31/0601/31/0601/31/1101/31/1101/31/1108/31/1001/31/0605/31/1911/30/18
|                                                 
|University Mall    Tampa, FL                      |            | 892,308    |               | 424,493   |          | 1,316,801  |                     | 100.0 |                    | 89.0 |                             | $313 |         | Burdines-MacysBurlington Coat  FactoryCobb Theater (6)DillardsJCPenneySears                                       |                    | (4)(4)12/31/1102/01/0910/31/09(4)                                       
|                                                 
|Weberstown Mall    Stockton, CA                   |            | 602,817    |               | 256,192   |          | 859,009    |                     | 100.0 |                    | 96.2 |                             | $381 |         | Barnes & NobleDillardsJCPenneySears                                                                                |                    | 01/31/09(4)03/31/09(4)                                                  
|                                                 
|WestShore Plaza Mall    Tampa, FL                 |            | 769,897    |               | 289,581   |          | 1,059,478  |                     | 100.0 |                    | 92.4 |                             | $442 |         | AMC TheatresBurdines-MacysJCPenneyOld NavySaks Fifth AvenueSears                                                   |                    | 01/31/21(4)09/30/0701/31/0611/30/1809/30/17                             
|                                                  |            |            |               |           |          |           
|Total                                             |            | 13,964,376 |               | 7,821,937 |          | 21,786,313 |                     | 93.7  |                    | 88.5 |                             | $323 |         |                                                                                                                     |                    |                                                                         
|                                                  |            |            |               |           |          |           

9

---

|(1) | Includes
outparcels.
|--- | --------------------

|(2) | Average
2004 store sales per square foot for in-line stores of less than 20,000 square feet.
|--- | --------------------------------------------------------------------------------------------

|(3) | Lease
expiration dates do not contemplate or include options to renew.
|--- | ----------------------------------------------------------------------

|(4) | The
tenant owns the land and the building and operates under an operating agreement.
|--- | ------------------------------------------------------------------------------------

|(5) | This
is a ground lease by the Company to the tenant.  The Company owns the land and not the
building.
|--- | -----------------------------------------------------------------------------------------------------

|(6) | Managed
by Ohio Entertainment Corporation, a wholly owned subsidiary of Glimcher Development
Corporation.
|--- | ---------------------------------------------------------------------------------------------------------

|(7) | Building
owned by third party, space partially occupied at year-end.
|--- | --------------------------------------------------------------------

|(8) | Tenant
is paying month-to-month rent.
|--- | -------------------------------------

|(9) | Tenant
vacated the store but continues to pay rent through the lease expiration.
|--- | --------------------------------------------------------------------------------

|(b) | Community
Centers
|--- | -----------------

Sixteen
of the  Properties are Community  Centers  (including  one single tenant retail
property)  ranging in size from  approximately  33,000 to 443,000 square feet of GLA.
They are located in 7 states as follows:  Ohio (5), West  Virginia (3), Tennessee (3),
Indiana (1), North Carolina (1), Pennsylvania (1) and South Carolina (2).  The location,
general character and major tenant information are set forth below.

Summary of
Community Centers at December 31, 2004

|Property/Location                                  | AnchorsGLA |         | StoresGLA (1) |         | TotalGLA |         | % ofAnchorsOccupied |       | % ofStoresOccupied |      | Anchors |                                                                                    | LeaseExpiration(2) |                                                                  
|-------------------------------------------------- | ---------- | ------- | ------------- | ------- | -------- | ------- | ------------------- | ----- | ------------------ | ---- | ------- | ---------------------------------------------------------------------------------- | ------------------ | -----------------------------------------------------------------
|                                                   |           
|Ayden Plaza    Ayden, NC                           |            | 21,000  |               | 11,800  |          | 32,800  |                     | 100.0 |                    | 84.7 |         | Food Lion (3)                                                                      |                    | 10/31/07                                                         
|                                                  
|Buckhannon Plaza    Tennerton, WV                  |            | 70,951  |               | 13,865  |          | 84,816  |                     | 0.0   |                    | 0.7  |         | N/A                                                                                |                    | N/A                                                              
|                                                  
|Cumberland Crossing    Jacksboro, TN               |            | 100,034 |               | 44,700  |          | 144,734 |                     | 28.9  |                    | 2.7  |         | Food City                                                                          |                    | 12/13/10                                                         
|                                                  
|East Pointe Plaza    Columbia, SC                  |            | 183,340 |               | 90,868  |          | 274,208 |                     | 100.0 |                    | 69.0 |         | Food Lion (3)Super Petz (3)Wal-Mart (3)                                            |                    | 11/16/1003/31/0601/31/09                                         
|                                                  
|Knox Village Square    Mount Vernon, OH            |            | 173,009 |               | 34,400  |          | 207,409 |                     | 67.8  |                    | 93.0 |         | JCPenneyKmart                                                                      |                    | 05/31/0811/30/17                                                 
|                                                  
|Lowes    Marion, OH                               |            | 72,507  |               | N/A     |          | 72,507  |                     | 100.0 |                    | N/A  |         | Lowes (3)                                                                         |                    | 07/31/13                                                         
|                                                  
|Middletown Plaza    Middletown, OH                 |            | 104,125 |               | 26,000  |          | 130,125 |                     | 73.9  |                    | 69.2 |         | Rooms of Furniture                                                                 |                    | 05/31/09                                                         
|                                                  
|Morgantown Commons    Morgantown, WV               |            | 200,187 |               | 30,656  |          | 230,843 |                     | 79.0  |                    | 59.6 |         | OfficeMaxSuper Kmart                                                               |                    | 08/31/1102/28/21                                                 
|                                                  
|Newberry Square Shopping    Center    Newberry, SC |            | 104,588 |               | 22,240  |          | 126,828 |                     | 37.0  |                    | 16.2 |         | Winn-Dixie                                                                         |                    | 12/09/07                                                         
|                                                  
|Ohio River Plaza    Gallipolis, OH                 |            | 105,857 |               | 43,136  |          | 148,993 |                     | 41.4  |                    | 85.2 |         | Kroger (3)                                                                         |                    | 11/18/09                                                         
|                                                  
|Pea Ridge Shopping Center    Huntington, WV        |            | 110,192 |               | 39,860  |          | 150,052 |                     | 100.0 |                    | 72.4 |         | KmartKroger (6)                                                                    |                    | 09/30/0902/28/05                                                 
|                                                  
|Polaris Towne Center    Columbus, OH               |            | 291,997 |               | 150,948 |          | 442,945 |                     | 100.0 |                    | 98.1 |         | Barnes & NobleBest BuyJo-Ann etc.KrogerLinens `N Things
OfficeMaxOld NavyT.J. Maxx |                    | 01/31/1501/31/1501/31/1011/30/18
01/31/1509/30/1401/31/1003/31/09

10

---

|Property/Location                      | AnchorsGLA |           | StoresGLA (1) |         | TotalGLA |           | % ofAnchorsOccupied |       | % ofStoresOccupied |      | Anchors |                              | LeaseExpiration(2) |                 
|-------------------------------------- | ---------- | --------- | ------------- | ------- | -------- | --------- | ------------------- | ----- | ------------------ | ---- | ------- | ---------------------------- | ------------------ | ----------------
|                                       |           
|Rhea County Shopping    Dayton, TN     |            | 71,952    |               | 40,050  |          | 112,002   |                     | 0.0   |                    | 34.0 |         | N/A                          |                    | N/A             
|                                      
|Roane County Plaza    Rockwood, TN     |            | 124,848   |               | 35,350  |          | 160,198   |                     | 25.6  |                    | 23.9 |         | Ingles (3)                   |                    | 02/28/10        
|                                      
|Scott Town Plaza    Bloomsburg, PA (4) |            | 47,334    |               | 30,300  |          | 77,634    |                     | 0.0   |                    | 89.8 |         | N/A                          |                    | N/A             
|                                      
|Vincennes    Vincennes, IN (5)         |            | 108,682   |               | N/A     |          | 108,682   |                     | 100.0 |                    | N/A  |         | Charter  CommunicationsKmart |                    | 09/30/0506/30/09
|                                       |            |           |               |         |          |          
|Total                                  |            | 1,890,603 |               | 614,173 |          | 2,504,776 |                     | 67.9  |                    | 66.6 |         |                              |                    |                 
|                                       |            |           |               |         |          |          

|(1) | Includes
outparcels.
|--- | --------------------

|(2) | Lease
expiration dates do not contemplate options to renew.
|--- | -----------------------------------------------------------

|(3) | Tenant
vacated the store but continues to pay rent through lease expiration.
|--- | ----------------------------------------------------------------------------

|(4) | Property
was classified as held for sale as of December 31, 2004.
|--- | -----------------------------------------------------------------

|(5) | The
Company leases the land from a third party for this Community Center.
|--- | -------------------------------------------------------------------------

|(6) | Kroger
sublet the store to The Great Outdoors Marine and Sportshop, Inc.
|--- | ------------------------------------------------------------------------

One
of the Community  Centers is subject to a long-term  ground lease where a third party
owns the underlying land and has leased the land to the Company.  The expiration date of
the ground lease (assuming the exercise by the Company  of all of its options to extend
the terms of such leases) is 2050. The Company pays rent of $14,400 per annum,  for the
use of the land and generally is responsible for the costs and expenses  associated with
maintaining the building and improvements  thereon. In addition,  the ground lease
provides for sharing of the percentage rents collected,  if any. At the end of the lease
term, unless extended at the Companys option, the land, together with all improvements
thereon,  will revert to the land  owner without compensation to the lessee.

|(c) | Properties
Subject to Indebtedness
|--- | ----------------------------------

At
December 31, 2004, all of the Malls and 4 of the Community Centers were encumbered by
mortgages and 12 Community Centers were  unencumbered.  The 12 unencumbered  Community
Centers had a net book value of $43.2 million at December  31, 2004. To facilitate the
funding of working capital  requirements  and to finance the acquisition and development
of the Properties,  the Company has entered into a revolving line of credit with several
financial  institutions  which is secured by  mortgage liens on four Malls.

The Credit Facility

On
October 17, 2003,  the Company  replaced its existing line of credit that was  scheduled
to mature on January 31, 2004,  with a new $150 million  three-year  secured bank credit
facility  maturing on October 16, 2006 (the Credit  Facility).  The new
Credit  Facility is  collateralized  with first mortgage liens on four Malls with a net
book value of $118.4  million at December 31, 2004.  The interest rate on the new Credit
Facility  ranges from LIBOR plus 1.15% per annum, to  LIBOR plus 1.70% per annum,
depending on the Companys  ratio of debt to asset value.  The Credit  Facility
currently  bears interest at a rate of LIBOR plus 1.70% per annum.  During 2004, the
weighted  average  interest rate was 3.05% per annum. At  December 31, 2004, the
outstanding balance on the Credit Facility was $74.0 million.

The
Credit Facility contains customary covenants,  representations,  warranties and events of
default,  including  maintenance of a specified minimum net worth requirement,  loan to
value ratios,  project costs to asset value ratios,  total debt to asset value ratios and
EBITDA to total debt service, restrictions on the incurrence of additional indebtedness
and approval of anchor leases with respect to the Properties which secure the Credit
Facility.

11

---

Various Mortgage
Loans

The
following table sets forth certain  information  regarding the mortgages which encumber
various  properties.  All of the mortgages are secured by first mortgage liens on the
Properties.  The information is as of December 31, 2004  (dollars in thousands).

|Encumbered Property                                                      |  | Fixed/ VariableInterest Rate |  | Interest Rate |   | LoanBalance  |     | Annual DebtService (1) |  | BalloonPayment |  | Maturity   | 
|------------------------------------------------------------------------ |  | ---------------------------- |  | ------------- | - | ------------ | --- | ---------------------- |  | -------------- |  | ---------- | 
|$36.4 million SAN Mall note     Almeda Mall     Northwest Mall           |  | Fixed                        |  | 8.35          | % | $     33,985 |     | $  3,320               |  | $  32,615      |  | 10/11/2007 | 
|$58.4 million Morgantown note     Morgantown Mall     Morgantown Commons |  | Fixed                        |  | 6.89          | % | 54,227       |     | $  4,608               |  | $  50,823      |  | 09/11/2008 | 
|Montgomery Mall                                                          |  | Fixed                        |  | 6.79          | % | 44,257       |     | $  3,732               |  | $  43,843      |  | 08/01/2005 | 
|Weberstown Mall                                                          |  | Fixed                        |  | 7.43          | % | 19,383       |     | $  1,708               |  | $  19,033      |  | 05/01/2006 | 
|Colonial Park Mall                                                       |  | Fixed                        |  | 7.73          | % | 33,459       |     | $  3,088               |  | $  32,033      |  | 10/11/2007 | 
|Knox Village Square                                                      |  | Fixed                        |  | 7.41          | % | 8,968        |     | $     772              |  | $    8,624     |  | 02/11/2008 | 
|Eastland Mall (North Carolina)                                           |  | Fixed                        |  | 7.84          | % | 45,292       |     | $  4,308               |  | $  42,302      |  | 09/11/2008 | 
|Grand Central Mall                                                       |  | Fixed                        |  | 7.18          | % | 49,276       |     | $  4,268               |  | $  46,065      |  | 02/01/2009 | 
|Mall at Johnson City, The                                                |  | Fixed                        |  | 8.37          | % | 39,606       |     | $  3,740               |  | $  37,026      |  | 06/01/2010 | 
|Polaris Towne Center                                                     |  | Fixed                        |  | 8.20          | % | 41,387       |     | $  3,858               |  | $  38,543      |  | 06/01/2010 | 
|Ashland Town Center                                                      |  | Fixed                        |  | 7.25          | % | 25,770       |     | $  2,344               |  | $  21,817      |  | 11/01/2011 | 
|Dayton Mall, The                                                         |  | Fixed                        |  | 8.27          | % | 57,481       |     | $  5,556               |  | $  49,864      |  | 07/11/2012 | 
|WestShore Plaza                                                          |  | Fixed                        |  | 5.09          | % | 98,275       |     | $  6,508               |  | $  84,824      |  | 09/09/2012 | 
|University Mall                                                          |  | Fixed                        |  | 7.09          | % | 65,050       |     | $  5,840               |  | $  52,524      |  | 01/11/2013 | 
|Polaris Fashion Place                                                    |  | Fixed                        |  | 5.24          | % | 146,631      |     | $  9,928               |  | $124,572       |  | 04/11/2013 | 
|Lloyd Center                                                             |  | Fixed                        |  | 5.42          | % | 137,285      |     | $  9,456               |  | $116,922       |  | 06/11/2013 | 
|Jersey Gardens                                                           |  | Fixed                        |  | 4.83          | % | 163,827      |     | $10,424                |  | $135,194       |  | 06/08/2014 | 
|Mall at Fairfield Commons, The                                           |  | Fixed                        |  | 5.45          | % | 112,423      |     | $  7,724               |  | $  92,762      |  | 11/01/2014 | 
|SuperMall of the Great Northwest                                         |  | Fixed                        |  | 7.54          | % | 61,107       |     | $  5,412               |  | $  49,969      |  | 02/11/2015 | 
|                                                                         |  |                              |  |               |   |              |    
|Total fixed rate notes                                                   |  |                              |  |               |   | 1,237,689    |     |                        |  |                |  |            | 
|                                                                         |  |                              |  |               |   |              |    
|                                                                        
|Southside Mall                                                           |  | Variable                     |  | 4.34          | % | 7,638        |     | $     336              |  | $    7,638     |  | 05/01/2005 | 
|East Pointe Plaza                                                        |  | Variable                     |  | 4.78          | % | 7,955        |     | $     614              |  | $    7,825     |  | 08/01/2005 | 
|Great Mall of the Great Plains, The                                      |  | Variable                     |  | 4.40          | % | 30,000       |     | $  1,339               |  | $  30,000      |  | 06/09/2006 | 
|Eastland Mall (Ohio)                                                     |  | Variable                     |  | 4.42          | % | 24,000       |     | $  1,075               |  | $  24,000      |  | 01/01/2007 | 
|                                                                         |  |                              |  |               |   |              |    
|Total variable rate notes                                                |  |                              |  |               |   | 69,593       |     |                        |  |                |  |            | 
|                                                                         |  |                              |  |               |   |              |    
|Total Properties:                                                        |  |                              |  |               |   | $1,307,282   | (2) |                        |  |                |  |            | 
|                                                                         |  |                              |  |               |   |              |    

|(1) | Annual
debt service for variable rate notes is calculated based on the interest rate at December
31, 2004.
|--- | ----------------------------------------------------------------------------------------------------------

|(2) | 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 Combinations.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 3.  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.

During
the fourth quarter of 2004, the Company received a subpoena for documents from the SEC in
connection with an investigation  concerning the election by  PricewaterhouseCoopers  LLP
not to renew its engagement as the independent  accountant  for the Company  (which was
previously  reported by the Company in Forms 8-K and 8-K/A filed on June 8 and June 15,
2004,  respectively)  and a related party  transaction  involving  the  Companys  City
Park  development  project  (which  transaction was previously reported by the Company in
its Form 10-K filed on March 12, 2004). The Company is cooperating fully with the
investigation.

12

---

Item 4.  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 2004.

PART II.

Item 5.  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 March 3, 2005,  the last reported
sales price of the Common Shares on the NYSE was $25.71.  The following  table  shows the
high and low sales prices for the Common Shares on the NYSE for the 2004 and 2003
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.

|Quarter Ended      | High   | Low    | DistributionsPer Share
|------------------ | ------ | ------ | ----------------------
|March 31, 2003     | $20.20 | $17.09 | $0.4808               
|June 30, 2003      | $23.37 | $19.69 | $0.4808               
|September 30, 2003 | $23.44 | $19.90 | $0.4808               
|December 31, 2003  | $23.51 | $20.64 | $0.4808               
|March 31, 2004     | $27.42 | $22.05 | $0.4808               
|June 30, 2004      | $27.10 | $19.85 | $0.4808               
|September 30, 2004 | $25.69 | $21.62 | $0.4808               
|December 31, 2004  | $28.72 | $24.62 | $0.4808               

|(b) | Holders
|--- | -------

The
number of holders of record of the Common Shares was 1,009 as of March 3, 2005.

|(c) | Distributions
|--- | -------------

Future
distributions paid by GRT on the Common Shares will be at the discretion of the trustees
of GRT 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 trustees of GRT 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 and authorized
specifically for the plan. As of December 31, 2004, 2,100,000 Common Shares were
authorized, of which 228,243 Common Shares have been issued.

Item 6. 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
further discussion of the restatements discussed in the Explanatory Note and their
specific impact on our historical financial statements, please see Notes 21 and 22 to our
consolidated financial statements. The five-year financial summary set forth in this Item
6 has been revised to reflect the restatement.

13

---

SELECTED FINANCIAL
DATA

|                                                                    | For the Years Ended December 31, | 
|------------------------------------------------------------------- | -------------------------------- | 
|                                                                    |                                  | 
|                                                                    | 2004                             | 
|Operating Data (in thousands, except per shareamounts): (1)         |                                  | 
|Total Revenues                                                      |                                  | 
|Operating income                                                    |                                  | 
|Interest expense                                                    |                                  | 
|Gain (loss) on sales of properties, net                             |                                  | 
|Income (loss) from continuing operations                            |                                  | 
|Income (loss) from continuing operations per share common (diluted) |                                  | 
|Net income                                                          |                                  | 
|Preferred stock dividends                                           |                                  | 
|Net income available to common shareholders                         |                                  | 
|Per common share data: Earnings per share (diluted)                 |                                  | 
|Distributions (per common share)                                    |                                  | 
|                                                                   
|Balance Sheet Data (in thousands):                                  |                                  | 
|Investment in real estate, net                                      |                                  | 
|Total assets                                                        |                                  | 
|Total long-term debt                                                |                                  | 
|Total shareholders equity                                          |                                  | 
|                                                                   
|Other Data:                                                         |                                  | 
|Cash provided by operating activities (in thousands)                |                                  | 
|Cash provided by (used in) investing activities (in thousands)      |                                  | 
|Cash (used in) provided by financing activities (in thousands)      |                                  | 
|Funds from operations (2) (in thousands)                            |                                  | 
|Number of properties (3) (4)                                        |                                  | 
|Total GLA (in thousands) (3) (4)                                    |                                  | 
|Occupancy rate % (3)                                                |                                  | 

|(1) | Operating
data for the years ended December 31, 2004, 2003, 2002, 2001 and 2000 are restated to
reflect the impact of Statements of Financial Accounting Standards (SFAS) No.
144.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 properties,  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 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 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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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.  The joint
venture  interests  which are included  range from 20 - 50 %.  Occupancy of the
Properties is defined as any space where a store is open or a tenant is paying rent at
the date indicated, excluding all tenants with leases having an initial term of less than
one year.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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:  none in 2004, 2003
includes 2.0 million square feet of GLA (2 Properties), 2002 includes  3.8 million square
feet of GLA (4 Properties), 2001 includes 7.6 million square feet of GLA (8 Properties)
and 2000 includes 8.2 million square feet of GLA (9 Properties).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Notes
21 and 22 to our consolidated financial statements further discuss the restatements and
their specific impact on our historical financial statements.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

14

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Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations

Overview

Glimcher
Realty Trust is a  self-administered  and self-managed  Maryland real estate investment
trust, or REIT, which commenced business  operations in January 1994 at the time of its
initial public offering.  We own, lease,  manage  and develop a portfolio of retail
properties  consisting of enclosed regional and super regional malls and community
shopping centers.  As of December 31, 2004, we owned interests in and managed 41
properties,  consisting of 25 Mall Properties and 16  Community Centers (including one
single tenant retail property) located in 18 states.  The Properties contain an aggregate
of approximately 24.3 million square feet of GLA of which approximately 89.3% was
occupied at December 31, 2004.

Our
primary business objective is to achieve growth in net income and funds from operations,
or 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;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 costs.
|- | --------------------------------------------------------------------------------

Our
strategy is to be a leading REIT focusing on enclosed  Malls located  primarily in the
top 100  metropolitan  statistical  areas by  population.  We intend to continue
investing in our existing Mall  Properties  and disposing of  certain Community Centers
as the marketplace creates favorable  opportunities to do so. We expect to continue
investing in select development  opportunities and in strategic  acquisitions of mall
properties that provide growth potential.  We expect to  finance acquisition transactions
with cash on hand, borrowings under credit facilities,  proceeds from asset dispositions,
proceeds from secured mortgage financing,  proceeds from the issuance of equity or debt
securities,  or a combination of one or  more of the foregoing.

Impact of
Restatements

During
fiscal years 2003 and 2002, the Company  increased its provision for doubtful accounts to
address the finalization of the billings for the tenants share of CAM, real estate taxes
and other  recoverable  expenditures  incurred  in prior years. Our process for recording
the tenant  reimbursement for CAM, real estate taxes and recoverable  expenditures was
evaluated at that time and improvements  were made to the process to reduce the risk of
significant  adjustments in future  periods. Based upon their significance, we have
determined that these charges should have reduced the tenant reimbursement revenue
recognized in prior years.

15

---

Accordingly,
the Company is restating its previously issued financial statements for the fiscal years
December 31, 2001 through 2003 to correct the timing by reflecting the adjustments as
reductions to tenant  reimbursement  revenue  recognized in prior years.  The
restatement  increases net income by $9.1 million  ($0.26 per diluted  share) for the
year ended December 31, 2003, and decreases net income by $2.7 million ($0.08 per diluted
share) and $6.4 million ($0.23 per diluted  share) for the years ended December 31, 2002
and 2001, respectively.

For
more information relating to the restatement,  see Item 8. Financial
Statements-Note 21. Restatements and Note 22. Interim Financial  Information
(unaudited).  Additional  information on the impact of the restatement on years
2001, 2002 and 2003, is provided in Item 6. Selected Financial Data.

The
Company did not amend its Annual Report on Form 10-K or Quarterly Reports on Form 10-Q
for the periods affected by the restatement,  and the financial statements and related
financial  information contained in such reports should  no longer be relied upon.  The
Company previously disclosed its intention to restate its financial statements for such
periods in a Form 8-K filed with the SEC on February 22, 2005.

All
referenced amounts in this Annual Report for prior periods and prior period comparisons
reflect the balances and amounts on a restated basis.

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.  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 estimates.  Percentage rents,  tenant  reimbursements  and components of other revenue
associated with the margins related to outparcel  sales include estimates.

Percentage Rents

The
recognition of income from percentage rents requires  management to make certain
estimates with regard to tenants sales levels.  The majority of the Companys  tenants
report sales on a monthly basis,  which provides the Company  with a reasonable  basis
upon which to record this income.  The monthly sales amounts,  however,  are unaudited
and subject to change when the tenant  reports its final sales after the end of the lease
year. In addition,  leases  sometimes  permit the  exclusion of certain types of sales or
services from the calculation of percentage rents due.

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 in the same period these  reimbursable  expenses are incurred.
Differences between estimated  recoveries 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.  Adjustments are also
made  throughout the year to these  receivables  and the related cost recovery  income
based upon the Companys best estimate of the final amounts to be billed and collected.
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  recoveries
versus actual expenses.  If managements  estimate of the percent of recoverable
expenses that can be billed to the  tenants in 2004 differs from actual amounts billed in
2005 by 1%, the amount of income recorded during 2004 would increase or
decrease by $1.0 million.

16

---

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  cost,  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 collection and  consideration of the
retail sector in which the tenant operates.  The allowance for doubtful  accounts is
reviewed  periodically  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  recent  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

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 to determine 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 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  Company  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.

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.  Although the
Company has, from time to time, entered into negotiations or contracts that cover the
sale of individual assets, the asset sales have not been part of a plan to dispose of
specific holdings.

17

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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 and the value of tenant  relationships,  based in each case on
their fair values.  Purchase  accounting was 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.  Due to the high occupancy of the Malls
acquired to date, management has assigned no value to these assets.

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 the  straight-line  method over the
estimated  useful lives of the assets:  forty years for the composite  life of buildings
and  improvements  and five 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.

Derivatives

The
Company has used interest  rate cap  agreements to hedge  interest rate exposure and
interest rate swap  contracts to convert a portion of its variable rate debt to fixed
rate debt.  The Company has a policy of only entering into  contracts  with major
financial  institutions  based upon their credit  ratings and other  factors,  and all
contracts are intended to be effective as hedges of specific  interest rate risk
exposures.  In  connection  with the  determination  of the  effectiveness  of these
hedges and the  recognition  of any  unrealized  gain or loss on these  contracts,  the
Company  computes the fair value of the contracts at each balance sheet date. 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 discounted cash
flow analysis,  replacement cost and termination  cost are used to determine fair value.
All methods of assessing fair value result in a general  approximation  of value,  and
such value may never actually be realized.  The Company at times employs an external,
third party to perform an independent  assessment of the fair value of the derivatives
portfolio.  The aggregate fair value of the Companys derivative instruments was $1,292
and $(990,971) at December 31, 2004 and 2003, respectively.

Funds from Operations

Our
consolidated  financial  statements  have been prepared in accordance  with GAAP. We have
also indicated  that FFO is a key measure of financial  performance.  FFO is an important
and widely used  financial  measure of operating  performance in the REIT 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.

18

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FFO,
as defined by NAREIT  (defined  fully in Item 1) is used by the real estate  industry and
investment  community as a  supplemental  measure of the  performance  of real estate
companies.  FFO does not represent  cash flow from  operating  activities in accordance
with GAAP and should not be considered as an alternative to net income as the primary
indicator of our operating  performance or as an alternative to cash flow as a measure of
liquidity.  Our FFO may not be directly  comparable to similarly titled measures reported
by other real estate investment trusts.

The
following table illustrates the calculation of FFO and the reconciliation of FFO to net
income available to common shareholders for the years ending December 31, 2004, 2003 and
2002 (in thousands):

|                                                                      | For the Years Ended December 31, | 
|--------------------------------------------------------------------- | -------------------------------- | 
|                                                                      |                                  | 
|                                                                      | 2004                             | 
|                                                                      |                                  | 
|Net income available to common shareholders                           |                                  | 
|Add back (less):                                                      |                                  | 
|Real estate depreciation and amortization                             |                                  | 
|Share of joint venture real estate
     depreciation and amortization |                                  | 
|Minority interest in operating partnership                            |                                  | 
|Discontinued operations: Gain on
     sales of properties             |                                  | 
|                                                                      |                                  | 
|Funds from operations                                                 |                                  | 
|                                                                      |                                  | 

FFO
increased by 0.8% or $732,000 for the year ended December 31, 2004 from December 31, 2003.
This increase can be attributed to an increase in net income related to acquisitions made
in 2003 and 2004 which contributed incremental FFO of $10.9 million. This increase was
partially offset by the $4.9 million charge related to the redemption of the Series B
Preferred Shares, the dilutive impact of the sold community centers of $3.3 million,
reductions in results of operations due to decreased termination income and higher general
and administrative costs.

Results of
Operations - Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

We
discuss our results of operations by separating the impact of our acquisitions from the
results from our remaining Properties. In comparing our results for the year ended
December 31, 2004 compared to December 31, 2003, the acquisition impact relates to the
Properties acquired during those two years. Those properties and the dates they are first
included in our consolidated results are as follows: Colonial Park Mall effective March 6,
2003, G & G Blaine, LLC effective April 24, 2003, Eastland Mall (North Carolina)
effective August 14, 2003, WestShore (WestShore) Plaza Mall effective August
27, 2003, Eastland Mall (Ohio) (Eastland Ohio) effective December 22, 2003 and Polaris Fashion Place and
Polaris Towne Center, effective January 5, 2004. We discuss the various components of our
results of operations as it relates to our remaining Properties, which are included in our
consolidated financial results for both periods presented. These Properties are referred
to collectively as Same Centers and individually as a Same Center
in our analysis.

Revenues

Total
revenues increased 14.8%, or $44.4 million, for the year ended December 31, 2004. Of the
$44.4 million increase, $38.4 million resulted from the acquisition of the joint venture
interests not previously owned by us with respect to three Malls and one Community Center
and a $21.6 million increase from the WestShore and Eastland Ohio acquisitions in
2003. Other significant changes in revenue relate to a $818,000 increase in proceeds from
outparcel sales, reduced termination income of $5.7 million, reductions in minimum rent of
$1.8 million due to lower occupancy rates and reduction of $4.7 million in tenant
reimbursement income due to reduced operating costs.

Minimum rents

Minimum
rents increased 18.6% or $33.2 million for the year ended December 31, 2004, primarily due
to the acquisitions contributions of $40.8 million in additional minimum rents. The
Same Center decrease relates to recognition of approximately $1.9 million of income as a
result of the termination of certain leases compared to $7.6 million of recognized lease
termination income for the same period in 2003, a reduction of $5.7 million. The remaining
Same Center decrease relates to a $1.8 million decrease in Same Center minimum rents due
to lower occupancy in 2004, which was partially offset by higher base rent per square
foot.

|             | Increase (Decrease) (dollars in millions) | 
|------------ | ----------------------------------------- | 
|             |                                           | 
|             | Malls                                     | 
|             |                                           | 
|Same Center  |                                           | 
|Acquisitions |                                           | 
|             |                                           | 
|             |                                           | 
|             |                                           | 

19

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Tenant reimbursements

Tenant
reimbursements reflect an increase of 12.9%, or $11.5 million for the year ended December
31, 2004. An increase of $17.0 million is due to the acquisitions. The decrease in Same
Center reimbursements is due to a $4.8 million decrease in recoverable expenses at the
Malls and reduced recovery rates in 2004 for the Community Centers.

|             | Increase (Decrease) (dollars in millions) | 
|------------ | ----------------------------------------- | 
|             |                                           | 
|             | Malls                                     | 
|             |                                           | 
|Same Center  |                                           | 
|Acquisitions |                                           | 
|             |                                           | 
|             |                                           | 
|             |                                           | 

Other revenues

The
$889,000 increase in other revenues is a result of a $3.3 million increase in licensing
agreement income, an $818,000 increase in funds received from the sale of outparcels and a
$281,000 increase in gift card income. The increase was partially offset by a $2.1 million
reduction in management fee income resulting from our acquisition of joint venture
interests not previously owned by us and decreases in marketing income and other
miscellaneous items.

Expenses

Total
expenses increased 14.5%, or $28.0 million for the year ended December 31, 2004. Real
estate taxes and property operating expenses increased $11.6 million, the provision for
doubtful accounts decreased $1.5 million, other operating expenses increased $281,000,
depreciation and amortization increased $13.3 million and general and administrative
expenses increased $4.3 million.

Real estate taxes
and property operating expenses

Real
estate taxes and property operating expenses increased 11.2%, or $11.6 million for the
year ended December 31, 2004. The increase is due primarily to acquisitions, which was
partially offset by the Same Center decrease that resulted from the Companys cost
reduction efforts relating to CAM expenses. This program was commenced in the second half
of 2003 and was fully implemented in August 2004 with the primary savings impact from
bringing housekeeping and security services in-house.

|             | Increase (Decrease) (dollars in millions) | 
|------------ | ----------------------------------------- | 
|             |                                           | 
|             | Malls                                     | 
|             |                                           | 
|Same Center  |                                           | 
|Acquisitions |                                           | 
|             |                                           | 
|             |                                           | 
|             |                                           | 

Provision for
doubtful accounts

The
provision for doubtful  accounts was $5.9 million for the year ended  December 31, 2004
and $7.4 million for 2003. The provision  represented  1.7% of revenues in 2004 and 2.5%
of revenues in 2003. The decrease in 2004 relates to  a $3.3 million provision
established in 2003 (1.1% of revenues) related to specific tenant bankruptcies and other
credit issues.

Other Operating
Expenses

Other
operating expenses were $8.8 million for the twelve months ended December 31, 2004 as
compared to $8.5 million for 2003.  The increase was primarily due to acquisitions.

Depreciation and
Amortization

The
$13.3 million increase in depreciation  and  amortization  primarily  consists of $9.6
million from the  consolidation  of three Malls and one Community  Center that were
previously  reflected as joint ventures and a $4.9 million  increase from the WestShore
and Eastland Ohio acquisitions partially offset by a decrease across the Same Center
portfolio.

20

---

General and
Administrative

General
and  administrative  expense was $14.3 million and  represented  4.1% of total revenues
for the year ended December 31, 2004 compared to $10.0 million and 3.3% of total revenues
for 2003. The increase is primarily due to wage  increases  that became  effective  April
1, 2004,  higher  accrued bonus costs of $2.1 million in 2004 (as the Company met bonus
targets for 2004 but did not meet bonus targets in 2003),  higher  professional  services
fees  associated  with corporate  governance initiatives of $700,000 and increases in
employee benefit expenses.

Interest
expense/capitalized interest

Interest
expense  increased  16.3%, or $13.1 million,  for the year ended December 31, 2004. The
summary below identifies the increase by its various  components  (dollars in thousands).
The decrease in the average interest rate is  primarily attributable to the favorable
terms of the Companys refinancing arrangements in 2003 and 2004.  The increase in the
amount of interest expense relates primarily to the acquisitions.

|                                    | Year Ended December 31, | 
|----------------------------------- | ----------------------- | 
|                                    |                         | 
|                                    | 2004                    | 
|                                    |                         | 
|Average loan balance                |                         | 
|Average rate                        |                         | 
|                                   
|Total interest                      |                         | 
|Amortization of loan fees           |                         | 
|Capitalized interest and other, net |                         | 
|                                    |                         | 
|Interest expense                    |                         | 
|                                    |                         | 

Equity in income of
unconsolidated entities, net

The
$2.5 million decrease is the result of the Company no longer having any joint ventures
which are not consolidated.

Discontinued
Operations

During
2004, we sold twenty-nine Community Centers for $113.3 million and reflected one Community
Center as held for sale. We reported a net gain of $19.8 million associated with the sale
of these Community Centers, which, in accordance with SFAS No. 144, is reported in
discontinued operations. During 2003, we sold five Community Centers for $18.6 million and
reflected two other Community Centers as held for sale. We recorded a net gain on the sale
of discontinued operations of $703,000 and an impairment loss of $2.5 million associated
with these dispositions. Total revenues for discontinued operations were $10.1 million and
$17.6 million for the years ended December 31, 2004 and 2003, respectively. For segment
reporting purposes, revenues and expenses of these Properties would have been reported as
part of the Community Centers.

Income
from operations decreased for the year ended December 31, 2004 compared to December 31,
2003 primarily due to a sale of twenty-five Community Centers in August 2004. Therefore,
the majority of the results from these Properties are included for approximately 7 1/2
months of 2004, compared to the entire year in 2003. The decrease in the income from
operations is $2.4 million, a decrease of 35%.

Results of
Operations - Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

We
discuss our results of operations by separating the impact of our acquisitions from the
results from our remaining properties. In comparing our results for the year ended
December 31, 2003 compared to December 31, 2002, the acquisition impact relates to the
Properties acquired during those two years. Those properties and the dates they are first
included in our consolidated results are as follows: SuperMall of the Great Northwest
effective July 18, 2002, Dayton Mall effective August 5, 2002, Almeda Mall and Northwest
Mall effective November 18, 2002, Colonial Park Mall effective March 6, 2003, G & G
Blaine, LLC effective April 24, 2003, Eastland Mall (North Carolina) effective August 14,
2003, WestShore Plaza Mall effective August 27, 2003 and Eastland Ohio effective December
22, 2003. We discuss the various components of our results of operations as it relates to
our remaining Properties, which are included in our consolidated financial results for
both periods presented. These Properties are referred to collectively as Same
Centers and individually as a Same Center in our analysis.

Revenues

Total
revenues increased 21.6%, or $53.5 million, for the year ended December 31, 2003. Of the
$53.5 million increase, $40.1 million resulted from the acquisition of the joint venture
interests not previously owned by us with respect to six Malls, a $7.4 million increase
from the WestShore Plaza Mall and Eastland Ohio acquisitions and a $4.5 million increase
in termination income.

21

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Minimum Rents

Minimum
rents increased 25.2%, or $35.9 million, for the year ended December 31, 2003. The
increase was primarily due to acquisitions, while the Same Center increase resulted from
both a $4.5 million increase in termination income and favorable Same Center revenue
growth.

|             | Increase (Decrease) (dollars in millions) | 
|------------ | ----------------------------------------- | 
|             |                                           | 
|             | Malls                                     | 
|             |                                           | 
|Same Center  |                                           | 
|Acquisitions |                                           | 
|             |                                           | 
|             |                                           | 
|             |                                           | 

Tenant Reimbursements

Tenant
reimbursements  reflect a net increase of 22.6%,  or $16.4 million,  for the year ended
December 31, 2003.  The Same Center  increase  relates  primarily to increases in real
estate tax expenses that were  reimbursed  from our  tenants.

|             | Increase (Decrease) (dollars in millions) | 
|------------ | ----------------------------------------- | 
|             |                                           | 
|             | Malls                                     | 
|             |                                           | 
|Same Center  |                                           | 
|Acquisitions |                                           | 
|             |                                           | 
|             |                                           | 
|             |                                           | 

Other Revenues

The
$129,000 increase in other revenues is primarily the result of a $3.4 million increase in
licensing agreement revenue and an increase due to marketing income and other
miscellaneous items. The increase was partially offset by a $3.2 million reduction in
management fee income resulting from our acquisition of joint venture interests not
previously owned by us and a $1.8 million decrease in outparcel sales.

Expenses

Total
expenses increased 21.6%, or $34.4 million, for the year ended December 31, 2003 primarily
as a result of Mall acquisitions. Real estate taxes and property operating expenses
increased $19.4 million, provision for doubtful accounts increase $3.9 million, other
operating expenses increased $611,000 and depreciation and amortization increased $10.8
million. These increases were partially offset by a decrease in general and administrative
expenses of $383,000.

Real Estate Taxes
and Property Operating Expenses

Real
estate taxes and property operating expenses increased 23.0%, or $19.4 million, for the
year ended December 31, 2003 as a result of acquisitions as well as increases across the
Same Center portfolio resulting primarily from real estate tax increases from
re-assessments.

|             | Increase (Decrease) (dollars in millions) | 
|------------ | ----------------------------------------- | 
|             |                                           | 
|             | Malls                                     | 
|             |                                           | 
|Same Center  |                                           | 
|Acquisitions |                                           | 
|             |                                           | 
|             |                                           | 
|             |                                           | 

Provision for
Doubtful Accounts

The
provision for doubtful accounts was $7.4 million and $3.5 million for the years ended
December 31, 2003 and 2002,  respectively.  The Company  established  reserves during
2003 for past due receivables owed by bankrupt  companies  and other troubled tenants for
an additional $3.3 million.

Other Operating
Expenses

Other
operating expenses were $8.5 million for the twelve months ended December 31, 2003 as
compared to $7.9 million for the corresponding period in 2002.  The increase was due
primarily to acquisitions.

22

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Depreciation and
Amortization

The
$10.8 million increase in depreciation and amortization  consists primarily of $8.3
million from the consolidation of six Malls that were previously  reflected as owned by
joint ventures and a $1.8 million increase from WestShore  and Eastland Ohio acquisitions.

General and
Administrative

General
and  administrative  expense was $10.0 million and  represented  3.3% of total revenues
for the year ended  December 31, 2003,  compared to $10.4 million and 4.2% of total
revenues for the  corresponding  period in 2002. The  decrease is primarily due to a
reduction in corporate salaries and wages as a result of reductions in the number of
Company personnel.

Interest
expense/capitalized interest

Interest
expense  decreased 5.6%, or $4.8 million for the year ended December 31, 2003. The
summary below  identifies the decrease by its various  components  (dollars in
thousands).  The decrease in interest expense is the result of  lower interest rates on
refinanced fixed-rate loans.  The decrease in loan amortization fees relate to
acceleration of amortization costs associated with debt retirements in 2002.

|                                    | Year Ended December 31, | 
|----------------------------------- | ----------------------- | 
|                                    |                         | 
|                                    | 2003                    | 
|                                    |                         | 
|Average loan balance                |                         | 
|Average rate                        |                         | 
|                                   
|Total interest                      |                         | 
|Amortization of loan fees           |                         | 
|Capitalized interest and other, net |                         | 
|                                    |                         | 
|Interest expense                    |                         | 
|                                    |                         | 

Discontinued
Operations

During
2003, we sold five Community Centers for $18.6 million and reflected two other Community
Centers as held for sale. We recorded a net gain on the sale of discontinued operations of
$703,000 and an impairment loss of $2.5 million associated with these dispositions. During
2002, we sold 27 Community Centers and three single tenant assets for $274.7 million and
recognized a net gain of $15.8 million. Also, at December 31, 2002, one Community Center
was held for sale. In accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, the sold Properties are reported in discontinued operations.
Total revenues for discontinued operations were $17.6 million and $45.5 million for the
years ended December 31, 2003 and 2002, respectively.

Income
from operations decreased for the year ended December 31, 2003 compared to December 31,
2002 by $6.9 million, a decrease of 50%. This decrease was primarily driven by the
decrease in sales volumes. This sales decline of 61% is due to the higher number of
Community Centers that were included in our results in 2002 compared to 2003. The decrease
in income is offset by a $9.1 million charge related to debt extinguishment costs for the
sold Community Centers that was recorded in 2002.

Liquidity and
Capital Resources

Liquidity

Our
short-term (less than one year) liquidity requirements include recurring operating costs,
capital expenditures, debt service requirements and preferred and common dividend
requirements. We anticipate that these needs will be met with cash flows provided by
operations, the refinancing of maturing debt and proceeds from the sale of assets.

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 development projects. Management anticipates that net cash
provided by operating activities, the funds available under the Credit Facility,
construction financing, long-term mortgage debt, 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 relative to the acquisitions,
renovations, expansions and developments.

23

---

At
December 31, 2004, our total-debt-to-total-market capitalization was 52.0% per annum,
compared to 55.5% per annum, at December 31, 2003. We are working to maintain this ratio
in the mid-fifty percent range. We expect to utilize the proceeds from future asset sales
to reduce debt and, to the extent that market capitalization remains in the current range,
to acquire additional regional mall properties. Total-debt-to-total-market capitalization
is calculated below (dollars and shares in thousands, except stock price).

|                                                                     | Dec. 312004 |  | Dec. 312003 |          
|-------------------------------------------------------------------- | ----------- |  | ----------- | ---------
|                                                                     |             |  |             |          
|Stock Price (end of period)                                          |             |  | $           | 27.71    
|Market Capitalization Ratio:                                         |             | 
|Common Shares outstanding                                            |             |  |             | 35,683   
|Operating Partnership Units outstanding                              |             |  |             | 3,474    
|                                                                     |             |  |             |          
|Total Common Shares and Units outstanding
     at end of period      |             |  |             | 39,157   
|                                                                     |             |  |             |          
|                                                                    
|Market capitalization - Common Shares
     outstanding               |             |  | $           | 988,776  
|Market capitalization - Operating
     partnership Units outstanding |             |  |             | 96,264   
|Market capitalization - Preferred
     Shares                        |             |  |             | 210,000  
|Total debt (end of period)                                           |             |  |             | 1,402,604
|                                                                     |             |  |             |          
|Total market capitalization                                          |             |  | $           | 2,697,644
|                                                                     |             |  |             |          
|Total debt / total market capitalization                             |             |  |             | 52.0     
|                                                                     |             |  |             |          

On
March 24, 2004, we filed with the SEC a universal shelf registration statement. This
registration statement permits us to engage in offerings of debt securities, preferred and
common shares, warrants, rights to purchase its common shares, purchase contracts and any
combination of the foregoing. The registration statement was declared effective on April
6, 2004. The amount of securities registered was $400 million, all of which is currently
available for future offerings.

Cash Activity

Net
cash provided by operating activities was $105.2 million for the twelve months ended
December 31, 2004, an increase of $4.6 million from December 31, 2003. The cash
contributed by the Polaris Fashion Place and Polaris Towne Center acquisitions were the
primary reason for this increase.

Net
cash provided by investing activities was $36.2 million for the twelve months ended
December 31, 2004. The primary uses were the investments in real estate of $72.7 million.
These real estate investments were for development and redevelopment activities of $12.7
million, property capital expenditures of $16.2 million and the cash portion of the
purchase price related to the Polaris Properties of $42.9 million. Additionally, we
received proceeds of $106.8 million from the sale of twenty-nine Community Centers and
$2.7 million from the sale of outparcels.

Net
cash used in financing activities was $144.0 million for the twelve months ended December
31, 2004. Proceeds were received from the issuance of $150 million of the Series G
Preferred Shares, which totaled a net amount of $144.8 million. This amount was offset by
the redemption of the Series B Preferred Shares totaling $128.0 million. We received
$231.5 million from the issuance of mortgage notes payable. In the first quarter of 2004,
we received $36.5 million that was used to fund the Polaris Fashion Place acquisition.
During the second quarter of 2004, we refinanced Jersey Gardens Mall with a $165.0 million
permanent mortgage loan and refinanced the Great Mall of the Great Plains with a $30.0
million two-year bridge facility. Cash used to repay mortgage notes payable was $303.4
million, of which $292.7 million related to repayment of the previous debt on Jersey
Gardens Mall, Great Mall of the Great Plains, River Valley Mall and a bridge facility
associated with the Polaris Fashion Place acquisition. The remainder of the repayment
amount relates to scheduled debt amortizations of $17.2 million. We also paid $92.1
million in dividend distributions for the twelve months ended December 31, 2004.

Financing Activity

The
Company, through the Operating Partnership, at December 31, 2002, was a party to a line of
credit with several financial institutions that provided us with the ability to borrow up
to $170.0 million. The line of credit bore interest at a rate ranging from LIBOR plus
1.60% per annum to 1.90% per annum and was designated to an interest rate swap agreement
that fixed LIBOR at 5.39% per annum on $110.0 million until January 31, 2004 (the weighted
average interest rate on total outstanding borrowings after giving effect to the swap
agreement was 6.29% per annum on the outstanding borrowings at December 31, 2002). This
line of credit was paid off and replaced by the new Credit Facility.

On
October 17, 2003, we entered into a new Credit Facility that provides us with the ability
to borrow up to $150.0 million. This Credit Facility expires October 16, 2006 and replaced
the existing line of credit, which was scheduled to mature on January 31, 2004. The new
Credit Facility is collateralized with first mortgage liens on four Malls. The four Malls
that serve as collateral are: Indian Mound Mall in Heath, Ohio, New Towne Mall in New
Philadelphia, Ohio, Northtown Mall in Blaine, Minnesota and River Valley Mall in
Lancaster, Ohio. The interest rate on the new Credit Facility ranges from LIBOR plus 1.15%
per annum to LIBOR plus 1.70% per annum, depending on our ratio of debt to asset value.
During 2004, the weighted average interest rate was 3.05% per annum. At December 31, 2004,
the outstanding balance on the Credit Facility was $74.0 million. Additionally, $4.6
million represents a holdback on the available balance of the Credit Facility for letters
of credit issued under the Credit Facility.

24

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Total
debt increased by $107.5 million during 2004. The change in outstanding borrowings is
summarized as follows (in thousands):

|                                             | MortgageNotes |  | NotesPayable |           | TotalDebt |  
|-------------------------------------------- | ------------- |  | ------------ | --------- | --------- | -
|                                             |               |  |              |           |           |  
|December 31, 2003                            |               |  | $            | 1,214,258 |           | $
|Acquired mortgage debt:                      |               | 
|Polaris Fashion Place                        |               |  |              | 148,688   |           |  
|Polaris Towne Center                         |               |  |              | 41,751    |           |  
|Polaris Towne Center - Fair Value Adjustment |               |  |              | 2,751     |           |  
|New mortgage debt                            |               |  |              | 231,500   |           |  
|Repayment of debt                            |               |  |              | (292,702  | )         |  
|Debt amortization payments in 2004           |               |  |              | (17,213   | )         |  
|Amortization of fair value adjustment        |               |  |              | (429      | )         |  
|Net repayments, line of credit               |               |  |              |           |           |  
|                                             |               |  |              |           |           |  
|December 31, 2004                            |               |  | $            | 1,328,604 |           | $
|                                             |               |  |              |           |           |  

During
2004 we incurred additional borrowings. In January 2004, we incurred additional debt
totaling $36.5 million with respect to the acquisition of the third party partnership
interest in Polaris Fashion Place. The repayment of this loan was guaranteed by Polaris
Mall, LLC. In addition, as security for repayment of the loan, GPLP pledged 100% of its
membership interest in Polaris Mall, LLC, wholly-owned subsidiary of GPLP and entered into
a negative pledge agreement, whereby it agreed not to grant a lien on twenty-five of
GPLPs Properties. The $36.5 million loan was repaid in full on August 3, 2004.
Additionally during June 2004, we incurred new mortgage notes payable totaling $195.0
million which consist of i) a $165.0 million loan secured by a first mortgage lien on
Jersey Gardens Mall, which matures in June 2014 and bears interest at 4.83% per annum, and
ii) a $30.0 million two year bridge facility secured by a first mortgage lien on The Great
Mall of the Great Plains, which bears interest at LIBOR plus 2.00% per annum (4.40% at
December 31, 2004). On August 30, 2004, a first mortgage lien was granted on River Valley
Mall and this Property was added to the Credit Facility collateral pool. The addition of
River Valley Mall was done primarily to offset the nine Community Centers that previously
served as collateral before they were sold in August 2004. The terms of the Credit
Facility did not change, but the addition of River Valley Mall to the collateral pool
provides the Company with the full borrowing base available under its Credit Facility.

At
December 31, 2004, our Credit Facility was collateralized with first mortgage liens on
four Properties having a net book value of $118.4 million and our mortgage notes payable
were collateralized with first mortgage liens on twenty-five Properties having a net book
value of $1,654.7 million. We also owned twelve unencumbered Properties having a net book
value of $43.2 million at that date.

Certain
of our loans have multiple Properties, as collateral for such loans the Properties have
cross-default provisions and certain of the Properties are subject to guarantees and
financial covenants. Under the cross-default provisions, a default under a single mortgage
that is cross-collateralized may constitute a default under all of the mortgages in the
pool of such cross-collateralized loans and could lead to acceleration of the indebtedness
on all Properties under such loan. Properties which are subject to cross-default
provisions have a total net book value of $199.4 million and represent one Community
Center and seven Malls. Properties under such cross-default provisions relate to i) our
Credit Facility representing four Properties with a net book value of $118.4 million, ii)
the Morgantown Mall Associates LP loan representing two Properties with a net book value
of $41.9 million, and iii) the SAN Mall LP loan representing two Properties with a net
book value of $39.1 million.

Contractual
Obligations and Commercial Commitments

Contractual
Obligations

Long-term
debt obligations are shown including both scheduled interest and principal payments. The
nature of the obligations are disclosed in the notes to the consolidated financial
statements.

At
December 31, 2004, we had the following obligations relating to dividend distributions. In
the fourth quarter of 2004, dividends were declared of $0.4808 per share of Common Shares
and Operating Partnership Units (OP Units) to be paid in the first quarter of
2005. The Series F Preferred Shares and Series G Preferred Shares are not required to be
redeemed and therefore, the dividends on those shares may be paid in perpetuity. However,
as the Series F Preferred Shares are redeemable at our option on or after August 25, 2008,
the obligation for the dividends for the Series F Preferred Shares are included in the
contractual obligations through that date. 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 included in the table for the Series F Preferred
Shares and Series G Preferred Shares is $20.5 million and $53.6 million, respectively.

25

---

Capital
lease obligations are for security equipment, phone systems and generators at the 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, 2004 was $6.3 million.

At
December 31, 2004, there were 3.5 million OP Units outstanding. The OP Units are
redeemable, at the option of the holders, beginning on the first anniversary of their
issuance. The redemption price for OP Units shall be, at the option of GPLP, equal to, (a)
cash at a price equal to the fair market value of an equal number of the Companys
Common Shares, (b) Common Shares at the exchange ratio of one share for each unit, or (c)
any combination of cash and Common Shares (issued at fair market value on a one-to-one
basis). The fair value of the OP Units outstanding at December 31, 2004 is $98.1 million
based upon a per unit value of $28.25 at December 31, 2004, (based upon a five-day average
of the Common Stock price from December 23, 2004 to December 30, 2004).

At
December 31, 2004, we had executed leases committing to $16.3 million in tenant
allowances. The leases will generate gross rents, which approximate $133.2 million over
the original lease term.

Other
purchase obligations relate to commitments to vendors related to various matters such as
development contractors and other miscellaneous purchase commitments as well as a contract
to purchase various land parcels for a development project. These obligations were $8.5
million at December 31, 2004.

Commercial
Commitments

The
Credit Facility terms are discussed in Note 4 to the consolidated financial statements.

We
have standby letters of credits for utility deposits ($150,000), a mortgage guarantee for
the Mall at Fairfield Commons (MFC) ($4.0 million) and certain tenant
improvements ($456,000). These letters of credit will be released upon completion of
specific requirements for certain tenants. We expect the tenants to meet the requirements
and do not anticipate any payment to be required on these letters of credit.

The
guarantee included in the commercial commitments relates to Polaris Fashion Place and is
discussed in Note 11 to the consolidated financial statements. The guarantee relates to
certain tenant allowances and we do not expect to incur any liability.

The
following table shows the Companys contractual and commercial obligations as of
December 31, 2004 (in thousands):

|Contractual Obligations                     | Total |  | 2005 |           | 2006-2007 |   | 2008-2009 |  | Thereafter |        
|------------------------------------------- | ----- |  | ---- | --------- | --------- | - | --------- |  | ---------- | -------
|                                            |       |  |      |           |           |   |           |  |            |        
|Long-term Debt (includes interest payments) |       |  | $    | 1,868,326 |           | $ | 158,306   |  | $          | 324,246
|Distribution Obligations                    |       |  |      | 92,874    |           |   | 23,187    |  |            | 34,875 
|OP Unit Redemptions                         |       |  |      | 98,100    |           |   | 98,100    |  |            | -      
|Lease Obligations                           |       |  |      | 6,302     |           |   | 2,704     |  |            | 2,955  
|Tenant Allowances                           |       |  |      | 16,277    |           |   | 16,277    |  |            | -      
|Other Obligations                           |       |  |      | 8,457     |           |   | 8,397     |  |            | 60     
|                                            |       |  |      |           |           |   |           |  |            |        
|Total Contractual Obligations               |       |  | $    | 2,090,336 |           | $ | 306,971   |  | $          | 362,136
|                                            |       |  |      |           |           |   |           |  |            |        
|                                           
|Commercial Obligations                      |       |  |      |           |           |   |           |  |            |        
|                                            |       |  |      |           |           |   |           |  |            |        
|Lines of Credit                             |       |  | $    | 74,000    |           |   | -         |  | $          | 74,000 
|Standby Letter of Credit                    |       |  |      | 4,606     |           | $ | 4,606     |  |            | -      
|Guarantees                                  |       |  |      | 214       |           |   | 214       |  |            | -      
|                                            |       |  |      |           |           |  
|Total Commercial Obligations                |       |  | $    | 78,820    |           | $ | 4,820     |  | $          | 74,000 
|                                            |       |  |      |           |           |  

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 lots, 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, first-generation and second-generation expenditures. The
first-generation expenditures relate to incremental revenues associated with new
developments or creation of new GLA at our existing Properties. Second-generation
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.

26

---

We
plan to invest approximately $60 million in redevelopment activity in 2005. These projects
focus primarily on eight Mall Properties. In addition, we plan to invest a total of $18
million in property capital expenditures for both operational needs and tenant
improvements.

Off-Balance Sheet
Arrangements

We have no off-balance sheet
arrangements (as defined in Item 303 of Regulation S-K).

Acquisitions

On January 5, 2004, we
acquired from joint venture partners the remaining 60.7% interest in Polaris Mall, LLC,
the owner of Polaris Fashion Place, an approximately 1.6 million square foot upscale
regional mall located in Columbus, Ohio, for approximately $46.5 million, consisting of
$32.9 million in cash and the balance by the issuance of 594,342 OP Units in GPLP. At the
acquisition date, Polaris Fashion Place was subject to an approximately $148.7 million
mortgage which matures in 2013, bears interest at a fixed rate of 5.24% per annum and is
being repaid based on a 30-year principal amortization schedule.

On
January 5, 2004, we also acquired from a joint venture partner the remaining 50% interest
in Polaris Center, LLC, owner of the Polaris Towne Center, an approximately 443,000 square
foot community center located in Columbus, Ohio, for approximately $10 million, which was
paid in cash. At the acquisition date, the Polaris Towne Center was subject to an
approximately $41.8 million mortgage which matures in 2010, bears interest at a fixed rate
of 8.20% per annum and is being repaid based on a 30-year principal amortization schedule.

Expansion,
Renovation and Development Activity

We
continue to be active in its expansion, renovation and development activities. Our
business strategy is to grow the Companys assets, net income and cash flow to, among
other things, provide for dividend requirements and to preserve, maintain and expand value
for shareholders.

Expansions and
Renovations

We
maintain a strategy of selective expansions and renovations in order to improve the
operating performance and the competitive position of its 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.

Malls

Mall
store occupancy decreased to 88.5% at December 31, 2004 from 89.6% at December 31, 2003
primarily due to lower store occupancy at the value malls and certain regional malls in
the early stages of redevelopment. Anchor occupancy in the Malls decreased to 93.7% at
December 31, 2004 from 94.5% at December 31, 2003. The drop in anchors is primarily
related to three new vacancies totaling approximately 285,000 in GLA, Kohls and
Mervyns California at Northtown and Saks Off Fifth at Great Mall of the Great
Plains. This reduction in leased anchor GLA was partially offset by four new anchors
totaling approximately 180,000 of GLA. The new anchors are Steve & Barrys at
Indian Mound Mall, Goodys and Super Fitness at Newtowne Mall and Ross Dress for Less
at Lloyd Center.

Redevelopment
of space at the Lloyd Center, a regional Mall in Portland, Oregon, began in 2003. The
project encompassed ground owned by us adjacent to the Mall and included the addition of
new retailing concepts for the center, including the addition of restaurants and
additional banking services.

Redevelopment
work is in process at Northtown Mall in Blaine, Minnesota. The expansion project includes
tripling the size of the food court, renovating mall entrances and common areas and adding
a new 10,000 square foot freestanding building to house two restaurants and additional
specialty stores.

Eastland
Mall in Columbus, Ohio was acquired in December 2003 with redevelopment plans existing at
the time of the acquisition. The expansion at this Mall includes the addition of a 120,000
square foot Kaufmanns anchor store, approximately 30,000 square feet of outward
facing retail, interior renovations and new in-line tenants. Additional amenities,
including a childrens soft play area, comfortable seating and carpeted areas will
enhance the shopping experience.

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We
have plans to add lifestyle retail components to both Dayton Mall and MFC, our two Dayton,
Ohio Malls, further enhancing the strong market share already enjoyed by these properties.
The Dayton Mall project will include façade renovation and adding 97,000 square
feet in an open-air center. The MFC project will add 35,000 square feet of outward-facing
retail and a 10,000 square foot freestanding retail village. In addition, approximately
84,000 of GLA was added to MFC for a new anchor store. This new anchor space will be
occupied by a sporting goods retailer, Dicks Sporting Goods, and is targeted to open
in the spring of 2005.

Construction
of 30,000 square feet of new freestanding retail GLA is planned at Grand Central Mall in
Parkersburg, West Virginia. The new buildings will replace a vacant older structure of
43,000 square feet that has been demolished. Retailers in the new space will include large
apparel stores, a sit-down restaurant and a fast-casual restaurant. These new stores are
targeted to open in the last half of 2005.

The
Great Mall of the Great Plains in Kansas City, Kansas was originally positioned as a value
mega mall featuring factory-direct and manufacturers outlets. We believe that The Great
Mall of the Great Plains will better serve its market with a traditional retail mix that
continues to focus on adding traditional national tenants. A new anchor tenant, Steve
& Barrys, an athletic goods retailer, will be opening during 2005 in a vacant
64,000 square foot location and brings the total number of anchors to nine, leaving only
one 25,000 square foot anchor location available. This will increase the occupancy rate
for the center by approximately 7%.

Redevelopment
work is underway at Montgomery Mall in Montgomery, Alabama related to anchor and mall
store re-tenanting. We have executed a lease with Steve & Barrys for the anchor
space previously occupied by Dillards, with an expected opening of the new store in
the second quarter of 2005. In addition, JC Penney has notified us that they will be
leaving in the second quarter of 2005 upon the expiration of their lease. We are
evaluating potential replacement tenants for this space once it becomes available.

Developments

One
of our objectives is to increase our portfolio 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, predevelopment leasing, construction financing and construction management.

We
have land under option contracts and are incurring predevelopment costs in connection with
the development of a department store anchored retail project in the Cincinnati, Ohio
market (the City Park development). Our City Park development will offer
shopping, dining and entertainment retailers. At December 31, 2004, we have incurred
approximately $2.4 million in costs in connection with this project.

Portfolio Data

The
table below reflects sales per square foot (Sales PSF) for those tenants
reporting sales for the twelve-month period ended December 31, 2004. The percentage change
is based on those tenants reporting sales for the twenty-four month period ended December
31, 2004.

|                    |                         | Mall
      Properties |                                 | Community
      Centers |                         |     
|------------------- | ----------------------- | --------------------- | ------------------------------- | ----------------------- | ----------------------- | ----
|                    |                         |                       |                                 |                         |                         |     
|Property
      Type | Average
      Sales PSF |                       | Same
      Store
      % Change |                         | Average
      Sales PSF |     
|                    |                         |                       |                                 |                         |                         |     
|Anchors             |                         | $163                  |                                 | 3.9%                    |                         | $170
|Stores
      (1)    |                         | $323                  |                                 | 1.5%                    |                         | $247
|Total               |                         | $236                  |                                 | 2.3%                    |                         | $184

|(1) | Mall
stores sales per square foot exclude outparcel sales.
|--- | ----------------------------------------------------------

As
we continue to upgrade our tenant mix, we believe the regional mall portfolio will
deliver solid  performance in the areas of sales  productivity  and rents.  Average mall
store sales for the 12 months ended December 31, 2004 were  $323 dollars per square foot,
a 5.9%  improvement  from the $305 dollars per square foot reported for the 12 months
ended December 31, 2003.  Comparable  stores sales,  which include only those stores open
for the 12 months ended December 31, 2004 and  the same period of 2003, were also
positive.  Comparable store sales increased 1.5% for in-line stores.

Portfolio occupancy
statistics by property type are summarized below:

|                                      | Occupancy (1) (2) |      
|------------------------------------- | ----------------- | -----
|                                      |                   |      
|                                      | 12/31/04          |      
|                                      |                   |      
|Mall Anchors                          |                   | 93.7%
|Mall Stores                           |                   | 88.5%
|Total Mall Portfolio                  |                   | 91.8%
|Community Center Anchors              |                   | 67.9%
|Community Center Stores               |                   | 66.6%
|Total Community Center Portfolio      |                   | 67.6%
|Comparable Community Center Portfolio |                   | 67.6%

|(1) | Occupancy
statistics included in the above table are based on the total Company portfolio which
includes Properties owned by the Company and Properties held in joint ventures.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Information
Technology

We
implemented the first phase of our commercial management system upgrade in August 2004.
This first phase focused on replacing the former commercial management system and related
Microsoft Access databases with Intuit Real Estate Solutions commercial management
system. The new software is used for lease accounting, tenants sales, accounts
receivables, collections and cash processing. The next phase is the implementation of the
recoveries module to be utilized for the recovery process in 2005. This recoveries module
would be used for calculating and billing the tenants share of CAM, real estate
taxes and insurance.

Accounting
Pronouncements

In
January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interests
Entities  an Interpretation of ARB No. 51. The effective date of the
interpretation was the first interim or annual reporting period ending after March 15,
2004. The interpretation focuses on identifying entities for which a controlling financial
interest is achieved through means other than voting rights. As we held no joint venture
interests at the effective date or through December 31, 2004, implementation of FIN 46 had
no impact on our financial position or results of operations.

In
April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. SFAS No. 149 amends and clarifies accounting for
derivative instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. In particular, SFAS No. 149
clarifies under what circumstances a contract with an initial net investment meets the
characteristics of a derivative and when a derivative contains a financing component that
warrants special reporting in the statement of cash flows. SFAS No. 149 is generally
effective for contracts entered into or modified after June 30, 2003. We have no immediate
impact as a result of this pronouncement.

In
May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes
standards for how an issuer classifies and measures in its statement of financial position
certain financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within the scope as a
liability (or an asset in some circumstances) because that financial instrument embodies
an obligation of the issuer. SFAS No. 150 is effective for financial instruments entered
into or modified after May 31, 2003 and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. There was no material impact on our
financial position as a result of this new pronouncement at December 31, 2004.

In
March 2004, the Emerging Issues Task Force (EITF) reached a final consensus
regarding Issue 03-6, Participating Securities and the Two-Class Method under FAS
128. The issue addresses a number of questions regarding the computation of earnings
per share (EPS) by companies that have issued securities other than common
stock that participate in dividends and earnings of the issuing entity. Such securities
are contractually entitled to receive dividends when and if the entity declares dividends
on common stock. The issue also provides further guidance in applying the two-class method
of calculating EPS once it is determined that a security is participating. The two-class
method is an earnings allocation formula that determines earnings per share for each class
of common stock and participating security according to dividends declared (or
accumulated) and participation rights in undistributed earnings. This consensus is
effective for the period ended June 30, 2004 and did not impact our EPS calculation.

In
December 2004, the FASB issued SFAS No. 123(R), to expand and clarify SFAS No. 123,
Accounting for Stock-Based Compensation, in several areas. The Statement
requires companies to measure the cost of employee services received in exchange for an
award of an equity instrument based on the grant-date fair value of the award. The cost is
recognized over the requisite service period (usually the vesting period) for the
estimated number of instruments where service is expected to be rendered. This Statement
is effective beginning in the third quarter of 2005 for awards issued beginning June 15,
2005. Since we previously adopted the provisions of expensing stock-based compensation
using the fair value based method of accounting as permitted under SFAS No. 123 (see Note
2), we do not expect our financial statements will be materially impacted by SFAS No.
123(R).

Risks, Uncertainties
and Other Factors That May Affect Future Results

Set
forth below and elsewhere in this report and in other documents GRT files with the SEC are
risks and uncertainties that could cause its actual results to differ materially from the
results contemplated by the forward-looking statements contained in this report and other
public statements made. Because of the following factors, as well as other variables
affecting the Companys operating results, past financial performance may not be a
reliable indicator of future performance, and historical trends should not be used to
anticipate results or trends in future periods.

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Risks inherent in
owning real estate investments

Real
property investments are subject to varying degrees of risk. If the Companys
Properties do not generate sufficient income to meet operating expenses and other required
expenditures, the Companys ability to make dividend distributions will be adversely
affected. The Companys income may be adversely affected by the general economic
climate, local economic conditions and other local conditions. Examples of other local
conditions that could adversely affect income include oversupply of space or reduced
demand for rental space and newly developed properties, the attractiveness of the
Companys Properties compared to other space, ability to provide adequate
maintenance, and fluctuation in real estate taxes, insurance and other operating costs.
The Company is covered under its all risk property insurance policies in the amount of
$300 million per incident for acts of terrorism on its consolidated real estate assets
through January 1, 2006. There can be no assurance that the Company will be able to obtain
terrorism insurance on its Properties after that date or, if it can, that the premiums for
the insurance will be reasonable. Income and real estate values may also be adversely
affected by applicable laws, including tax laws, interest rate levels and the availability
of financing. In addition, real estate investments are relatively illiquid and, therefore,
the Companys ability to sell its Properties quickly in response to changes in
economic or other conditions will be limited in certain areas of the country there may be
an oversupply of retail space. The Company cannot be sure that it will be able to lease
space as tenants move out or as to the rents increase it may be able to charge the new
tenants at such space.

Reliance on major
tenants

At
December 31, 2004, the three largest tenants were the Gap, Inc., Limited Brands, Inc. and
Footlocker, Inc., representing 3.2%, 2.9% and 2.7% of annualized minimum rents,
respectively. No other tenant represented more than 2.5% of the aggregate annualized
minimum rents of the Properties as of such date. The Companys 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 its lease as it expires.

Bankruptcy of
tenants or downturns in tenants businesses may reduce cash flow

Since
the Company derives almost all of its income from rental payments, its cash available for
distribution would be adversely affected if a significant number of tenants were unable to
meet their obligations, or if the Company was unable to lease vacant space in its
Properties on economically favorable terms. At any time, a tenant may seek the protection
of the bankruptcy laws, which could result in the rejection and termination of that
tenants lease and thereby cause a reduction in the cash available for distribution.
If a tenant files for bankruptcy, the Company cannot be sure that it will affirm its lease
and continue to make rental payments in a timely manner. Some rents are based on a
percentage of the tenants sales, therefore a downturn in a tenants business
may weaken its financial condition and result in a reduction in the percentage rent paid
by that tenant or in the failure to make rent payments when due. Furthermore, certain of
its tenants, including anchor tenants, hold the right under their leases to terminate
their leases or reduce their rental rate if certain occupancy conditions are not met, if
certain anchor tenants are closed, if certain sales levels or profit margins are not
achieved or if an exclusive use provision is violated, all of which may adversely affect
operating results.

Results of
operations  for the Properties depend on the economic conditions of the regions of the
United States  in which they are located

Results
of operations and distributions to shareholders will be subject generally to economic
conditions in the regions in which the Companys Properties are located. For the year
ended December 31, 2004, approximately 33% of annualized minimum rents came from
Properties in Ohio.

Inability to
successfully develop Properties or operate developed Properties

The
Company intends to selectively pursue development projects. However, as a result of
economic and other conditions, development projects may not be pursued or may be completed
later or with higher costs than anticipated. These projects generally require various
governmental and other approvals, which the Company cannot be sure it will receive.
Development activities involving significant risks include the expenditure of funds on and
devotion of time to projects which may not come to fruition; the risk that construction
costs of a project may exceed original estimates, possibly making the project
uneconomical; the risk that the Company may not be able to obtain construction financing
and permanent financing and the risk that such financing terms may not be favorable; and
the risk that occupancy rates and rents at a completed project will not be sufficient to
make the project profitable. In the event of an unsuccessful development project, the loss
could exceed the investment in the project.

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Certain limitations
on Property sales and conflicts of interest

GPLP
may not enter into certain transactions, including the sale of all or substantially all of
its assets, without consent from the holders of a majority of the OP Units of partnership
interest in GPLP (excluding GRT). This majority vote requirement effectively means that
any such transaction must be approved by Herbert Glimcher and his sons, David Glimcher and
Michael Glimcher, because, together with their spouses, they own approximately 4.8% of the
OP Units in GPLP (which constitutes a majority of the OP Units in GPLP other than those
owned by GRT) outstanding as of December 31, 2004. This veto right may limit the
Companys ability to enter into a liquidating transaction that may be in the
shareholders interest.

As
a result of Herbert Glimchers, David Glimchers and Michael Glimchers
status as holders of both Common Shares and OP Units, they have interests that conflict
with shareholders with respect to business decisions affecting GRT and GPLP. In
particular, as holders of OP Units, they may suffer different and/or more adverse tax
consequences than GRT upon the sale or refinancing of some of the Companys
Properties due to unrealized gains attributable to these Properties.

Therefore,
GRT may have objectives different from Herbert Glimcher, David Glimcher and Michael
Glimcher regarding the appropriate pricing and timing of any sale or refinancing of
certain of GPLPs Properties. Although GRT (through a wholly owned subsidiary), as
the sole general partner of Glimcher Properties Limited Partnership, has the exclusive
authority as to whether and on what terms to sell, refinance or seek to purchase an
interest in an individual property, Herbert Glimcher, David Glimcher and Michael Glimcher
might seek to influence decisions with respect to these actions, even though those actions
might otherwise be financially advantageous or adverse to GRT. They also may seek to
influence management to refinance a Property with a higher level of debt than would be in
GRTs best interests.

Significant costs
related to environmental issues may be incurred

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. The federal Comprehensive Environmental Response, Compensation
& Liability Act, as amended, and similar state laws, impose liability on a joint and
several basis, regardless of whether the owner, operator or other responsible party knew
of or was at fault for the presence of such hazardous substances. In connection with the
ownership or operation of its Properties, the Company could be liable for such costs in
the future. The costs of any required remediation and liability therefore as to any
Property could be substantial under these enactments and could exceed the value of the
Property and or its aggregate assets. The presence of hazardous or toxic substances, or
the failure to properly remediate such substances, also may adversely affect the
Companys ability to sell or rent a Property or to borrow funds using such Property
as collateral. In addition, environmental laws may impose restrictions on the manner in
which the Company uses its Properties or operates its business, and these restrictions may
require expenditures for compliance.

The
Company has established a contingency reserve for one environmental matter as noted in
Note 11 of the consolidated financial statements. The Company does not believe that it
currently is subject to any material environmental remediation obligations. However, it
cannot provide assurance that a material environmental claim or compliance obligation will
not arise in the future. The costs of defending against any claims of liability, of
remediating a contaminated property or of complying with future environmental requirements
could be material and affect operating results.

Significant costs of
complying with the Americans with Disabilities Act and similar laws may be incurred

Under
the Americans with Disabilities Act of 1990, all public accommodations must meet federal
requirements related to access and use by disabled persons. The Company may incur
additional costs when complying with the Americans with Disabilities Act in the future.
Additional federal, state and local laws also may require modifications to Properties, or
restrict the Companys ability to renovate its Properties. The Company cannot predict
the ultimate cost of complying with these laws. If substantial costs are incurred to
comply with this statute and any other legislation, the financial condition, results of
operations, cash flow, the Common Share value and ability to pay distributions could be
adversely affected.

Failure to qualify
as a REIT would have serious adverse consequence

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, of which there are only a limited number
of judicial or administrative interpretations, and the determination of various factual
matters and circumstances not entirely within GRTs control may impact GRTs
ability to qualify as a REIT under the Code. In addition, GRT cannot be sure that
legislation, new regulations, administrative interpretations or court decisions will not
significantly change the tax laws relating to REITs, or the federal income tax
consequences of REIT qualification. Congress has proposed legislation to modify certain
tax rules concerning REITs. It is not known whether these or other laws will be enacted in
the future and, if enacted, what impact they will have on the Companys ability to
operate as a REIT.

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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. In addition, unless entitled to relief under certain statutory provisions, it 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. That would reduce net earnings
available for investment or distribution to shareholders because of the additional tax
liability imposed for the year or years involved. In addition, 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 shareholders may have been
made in anticipation of qualifying as a REIT, GRT might be required to borrow funds or to
liquidate certain of its investments to pay the applicable tax.

Ownership interests
in certain partnerships and other ventures are subject to certain tax risks

All
of the Companys property interests and other investments are made or held through
GPLP or partnerships, limited liability companies or other ventures in which GPLP has an
interest (the Subsidiary Partnerships). The ownership of these interests may
involve special tax risks for us. These risks include possible challenge by the Internal
Revenue Service (IRS) of allocations of income and expense items which could
affect the computation of the Companys taxable income, or a challenge to the status
of GPLP or the Subsidiary Partnerships as partnerships (as opposed to associations taxable
as corporations) for federal income tax purposes, as well as the possibility of action
being taken by GPLP or the Subsidiary Partnerships that could adversely affect
qualification as a REIT, for example, by requiring the sale of a property. The Company
believes that GPLP and each of the Subsidiary Partnerships have been and will be treated
for tax purposes as partnerships (and not treated as associations taxable as
corporations). If the 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 the Companys assets, the Company 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 the Company would not be able to
deduct its share of losses, if any, generated by such entity in computing its taxable
income.

Ability to access
other sources of funds in order to meet REIT distribution requirements

In
order to qualify to be taxed as a REIT, GRT must make annual distributions to its
shareholders of at least 90% of the REITs taxable income (determined by excluding any net
capital gain). The amount available for distribution will be affected by a number of
factors, including cash flow generated by its Properties, distributions received from its
subsidiaries, operating expenses and capital expenditures. GRT has sold a number of
non-core assets and intends in the future to sell additional selected non-core assets. The
loss of rental income associated with the Properties sold will in turn affect net income
and FFO. In order to maintain REIT status, GRT may be required to make distributions in
excess of net income and FFO. In such case, it may be necessary to arrange for short-term
(or possibly long-term) borrowings, or to issue preferred or other securities, to raise
funds.

There are limits on
the ownership of Common Shares and limits on changes in control resulting from a
staggered  board and ability to issue preferred 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.

To
ensure that GRT will not fail to qualify as a REIT under this test, GRTs
organizational documents authorize the trustees to take such action as may be required to
preserve its qualification as a REIT and to limit any person, other than Herbert Glimcher,
David Glimcher (only with respect to the limitation on Common Share ownership) and any
entities or persons approved by the trustees, to direct or indirect ownership exceeding
(i) 8.0% of the lesser of the number or value of the outstanding Common Shares, (ii) 9.9%
of the lesser of the number or value of the total Series F Preferred Shares outstanding
and (iii) 9.9% of the lesser of the number or value of the total Series G Preferred Share
outstanding. The trustees may not grant exemptions from these ownership limitations if it
would cause GRTs status as a REIT to terminate for federal income tax purposes. With
respect to the limitation on Common Share ownership, Herbert Glimcher and David Glimcher
are limited to an aggregate of 25% direct or indirect ownership of the lesser of the
number or value of the total Common Shares outstanding without approval of the trustees
GRTs Common Shares. The trustees have 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
Companys equity securities. However, in no event, shall they be permitted to own,
directly or indirectly, of record or beneficially, more than 14.9% of the lesser of the
number or value of all outstanding shares of GRTs equity securities. Despite these
provisions, GRT cannot be sure that there will not be five or fewer individuals who will
own more that 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 of control of the
Company.

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The
Companys Board of Trustees is divided into three classes. The terms of Class I,
Class II and Class III trustees currently expire in 2005, 2006 and 2007, respectively.
Trustees for each class will be chosen for a three-year term upon the expiration of their
current term and each year one class of trustees will be elected by the shareholders. The
staggered terms for trustees may affect the ability of the shareholders to change control
of the Company even if a change of control were in the interests of the shareholders.

Certain financing
arrangements contain limitations on the amount of debt the Company may incur

The
Companys credit facility is the most restrictive of its financing arrangements, and
as of December 31, 2004, the total borrowings outstanding under the Credit Facility were
$74.0 million, and the additional amount that may be borrowed from this facility or other
sources based upon the restrictive covenants in the Credit Facility is $120.4 million as
of December 31, 2004. The ratio of total-debt-to-total-market capitalization was 52.0% as
of December 31, 2004. As used herein, total market capitalization means the
sum of the outstanding amount of all indebtedness, the total liquidation preference of all
preferred shares and the total market value of Common Shares and OP Units of partnership
interest of GPLP (based on the closing price of shares as of December 31, 2004).

The variable rate of
debt obligations may impede the Companys operating performance and create a
competitive disadvantage

Required
repayments of debt and related interest can adversely affect the Companys operating
performance. As of December 31, 2004, approximately $143.6 million of its indebtedness
bears interest at a variable rate. After taking into account the $4.6 million outstanding
letters of credit and the Companys ability to borrow up to an additional $71.4
million under its existing Credit Facility, which bears interest at a variable rate, an
increase in interest rates on existing indebtedness would increase interest expense, which
could adversely affect cash flow and ability to pay distributions. For example, if market
rates of interest on variable rate debt outstanding as of December 31, 2004 increased by
100 basis points, the increase in interest expense on existing variable rate debt would
decrease future earnings and cash flows by approximately $1.4 million annually.

Financial condition
and distributions could be adversely affected by financial covenants

The
Companys mortgage indebtedness and Credit Facility impose certain financial and
operating restrictions on its Properties and also impose restrictions on subordinated
financing secured by such Properties and financings of other assets and Properties. These
restrictions include restrictions on borrowings, prepayments and distributions.
Additionally, the Credit Facility requires certain financial tests to be met and some of
the mortgage indebtedness provides for prepayment penalties, each of which could restrict
financial flexibility.

Risks associated
with information systems

The
Company is continuing to implement new information systems and problems with the design or
implementation of these new systems could interfere with the Companys operations.

The
Company successfully completed an upgrade to its lease accounting system in 2004 and is in
the process of implementing the upgrade for recoveries accounting, budgeting and treasury
management systems. The Company may not be successful in implementing these new systems
and transitioning data. Although the Company believes that it has identified, to a large
extent, potential problems that could be associated with the implementation, unexpected
problems could arise that have not been foreseen. As the Company continues implementation
and enhancing functionality, the operations could be further disrupted. Such disruptions
could adversely impact the ability to invoice tenants, process cash receipts and generate
key management reports and financial statements.

The failure to fully
recover from tenants cost reimbursements for CAM, taxes and insurance could adversely
affect the Companys operating result

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. Leases are not uniform in dealing with such cost reimbursements
and there are variations in computations dealing with matters such as: which costs are
includable or not includable for reimbursement, what is the square footage of the overall
property space to determine the pro-rata percentages and the applicability of cost
limitation provisions, among other things. Most tenants make monthly fixed payments of
CAM, real estate taxes and other cost reimbursements items. The Company records these
payments as income each month. The Company also makes adjustments, positive or negative,
to adjust the recorded amounts to the Companys best estimate of the final amounts to
be billed and collected with respect to cost reimbursements. After the end of the calendar
year, the Company computes each tenants final cost reimbursements and issues a bill
or credit for the full amount, after considering amounts paid by the tenants during the
year. The differences between the amounts billed, less previously received payments and
the accrual adjustments, are recorded as increases or decreases to tenant reimbursement
income when the final bills are prepared, usually beginning in March and completed by
June. Final adjustments for the year ended December 31, 2004 have not yet been determined.
At December 31, 2004 the Company had recorded in accounts receivables $2.1 million of
costs expected to be recovered from tenants during the first six months of 2005.

33

---

Significant
competition exists which may decrease the occupancy and rental rates of the Companys
Properties

The
Company competes 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 that compete for tenants. The Company faces 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. In addition, many traditional retailers
compete for the same consumers. Furthermore, 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.

Operations could be
affected if the Company loses key management personnel

The
executive officers of the Company have substantial experience in owning, operating,
managing, acquiring and developing shopping centers. Success depends in large part upon
the efforts of these executives, and the Company cannot guarantee that they will remain
with the Company. The loss of key management personnel in leasing, finance, legal and
operations could have a negative impact on operations. In addition, except for isolated
examples, there are generally no restrictions on the ability of these executives to
compete with the Company after termination of their employment.

Debt financing could
adversely affect performance

The
Company had $1.4 billion of combined mortgage indebtedness and Credit Facility borrowings
outstanding as of December 31, 2004. Of the outstanding debt, $77.5 million matures during
2005. As of December 31, 2004, the Company has borrowed $74.0 million from its $150
million secured Credit Facility, which matures on October 16, 2006. A number of
outstanding loans will require lump sum or balloon payments for the
outstanding principal balance at maturity, and the Company may finance future investments
that may be structured in the same manner. The ability to repay indebtedness at maturity
or otherwise may depend on its ability to either refinance such indebtedness or to sell
its Properties. If the Company is unable to repay any of its debt at or before maturity,
it may have to borrow against Properties that are not encumbered or under its Credit
Facility, to the extent it has availability thereunder, to make such repayments. In
addition, a lender could foreclose on the Property or Properties securing its debt. This
could cause the Company to lose part or all of its investment, which could reduce the
value of Common Shares and the distributions payable. Four of the Companys
Properties are pledged as security for repayment of mortgage indebtedness or indebtedness
under its Credit Facility.

The Companys Board
of Trustees has unlimited authority to increase the amount of debt the Company may incur

The
Board of Trustees determines financing objectives and the amount of the indebtedness the
Company may incur and make revisions at any time without shareholders vote. Although the
trustees have no present intention to change these objectives, revisions could result in a
more highly leveraged Company with an increased risk of default on indebtedness and an
increase in debt service charges. The Company may also, without shareholder vote, continue
to use leverage through borrowing under its Credit Facility and on its unencumbered
Properties to increase the number and size of its investments.

Inflation

Inflation
has remained relatively low during the past three years and has had a minimal impact on
the Companys Properties. Many tenants leases contain provisions designed to
lessen the impact of inflation. Such provisions include clauses enabling the Company to
receive percentage rentals based on tenants gross sales, which generally increase as
prices rise, and/or escalation clauses, which generally increase rental rates during the
terms of the leases. In addition, many of the leases are for terms of less than 10 years,
which may enable the Company to replace existing leases with new leases at higher base
and/or percentage rentals if rents in the existing leases are below the then-existing
market rate. Substantially all of the leases, other than those for anchors, require the
tenants to pay a proportionate share of CAM, real estate taxes and insurance, thereby
reducing the Companys exposure to increases in costs and operating expenses
resulting from inflation.

Item 7A.
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, 2004 and 2003 approximately 89.7% and 84.1%, respectively, of our debt, after
giving effect to interest rate protection agreements, bore interest at fixed rates with
weighted-average maturity of 6.9 years and 6.4 years, respectively, and weighted-average
interest rates of approximately 6.41% and 6.59%, respectively. The remainder of our debt
at December 31, 2004 and 2003 bears interest at variable rates with weighted-average
interest rates of approximately 4.34% and 4.09%, respectively.

34

---

At
December 31, 2004 and 2003, the fair value of our debt (excluding our Credit Facility) was
$1,353.6 million and $1,255.1 million, respectively, compared to its carrying amounts of
$1,328.6 million and $1,214.3 million, respectively. We 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, 2004 and 2003, a 100 basis points increase in the market
rates of interest would decrease future earnings and cash flows by $1.4 million and $1.7
million. Also, the fair value of debt would decrease by approximately $43.3 million and
$50.1 million, at December 31, 2004 and 2003. A 100 basis points decrease in the market
rates of interest would increase future earnings and cash flows by $1.4 million and $1.7
million, respectively, and increase the fair value of debt by approximately $46.3 million
and $54.0 million, at the respective balance sheet dates. We have entered into certain cap
and floor agreements, which impact this analysis at certain LIBOR rate levels (see notes 3
and 7 to the consolidated financial statements).

Item 8.  Financial
Statements and Supplementary Data

The
consolidated financial statements and financial statement schedules of GRT and the Report
of Independent Registered Public Accounting Firm thereon, to be filed pursuant to this
Item 8 are included in this report in Item 15.

Item 9.  Changes in
and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A.  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. 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. 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
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.

As
of December 31, 2004, 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, 2004, 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, audited managements
assessment and independently 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.

35

---

Report
of  Independent Registered Public Accounting Firm on Internal Control

Board of Trustees and
ShareholdersGlimcher Realty TrustColumbus, Ohio

We
have audited managements assessment, included in the accompanying
Managements Report on Internal Control over Financial Reporting, that
Glimcher Realty Trust maintained effective internal control over financial reporting as of
December 31, 2004, based on criteria established in Internal Control  Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). 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. Our responsibility is to express an opinion on
managements assessment and an opinion on the effectiveness of 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, evaluating
managements assessment, testing and evaluating the design and operating
effectiveness of internal control, and 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, managements assessment that Glimcher Realty Trust maintained effective
internal control over financial reporting as of December 31, 2004, is fairly stated, in
all material respects, based on criteria established in Internal Control  Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Also in our opinion, Glimcher Realty Trust maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2004, based on
criteria established in Internal Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We
have also 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, 2004 and December 31, 2003 and the related consolidated statements of
income and comprehensive income, shareholders equity, and cash flows for each of the
three years ending December 31, 2004 of Glimcher Realty Trust and our report dated
February 21, 2005 expressed an unqualified opinion.

/s/ BDO Seidman, LLP

Chicago, Illinois

February 21, 2005

Internal
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.

36

---

Item 9B.  Other
Information

None

PART III

Item 10.  Trustees
and Executive Officers of the Registrant

Information
regarding trustees, board committee members and executive officers of the Registrant is
incorporated herein by reference to GRTs definitive proxy statement to be filed with
the Securities and Exchange Commission within 120 days after the year-end of the year
covered by this Form 10-K with respect to its Annual Meeting of Shareholders to be held on
May 6, 2005.

Item 11.  Executive
Compensation

Information
regarding executive compensation of the Company is incorporated herein by reference to the
Registrants definitive proxy statement to be filed with the Securities and Exchange
Commission within 120 days after the year-end of the year covered by this Form 10-K with
respect to its Annual Meeting of Shareholders to be held on May 6, 2005.

Item 12.  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, 2004
is as follows:

|                                                      | Equity Compensation Plan Information                                                     |          
|----------------------------------------------------- | ---------------------------------------------------------------------------------------- | ---------
|Plan Category                                         | Number of securities to beissued upon exercise ofoutstanding options,warrants and rights |          
|                                                      |                                                                                         
|                                                      |                                                                                          | (a)      
|Equity compensation plansapproved by shareholders     |                                                                                          | 2,128,571
|                                                     
|Equity compensation plansnot approved by shareholders |                                                                                          | 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 Securities and Exchange Commission within 120 days after
the year end of the year covered by this Form 10-K with respect to its Annual Meeting of
Shareholders to be held on May 6, 2005.

Item 13. Certain
Relationships and Related Transactions

Information
regarding certain relationships and related transactions of the Company is incorporated
herein by reference to GRTs definitive proxy statement to be filed with the
Securities and Exchange Commission within 120 days after the year end of the year covered
by this Form 10-K with respect to its Annual Meeting of Shareholders to be held on May 6,
2005.

Item 14. 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 Securities and
Exchange Commission within 120 days after the year end of the year covered by this Form
10-K with respect to its Annual Meeting of Shareholders to be held on May 6, 2005.

37

---

Item 15. Exhibits
and Financial Statements

|(a) | (1) | Financial Statements | Page Number | 
|--- | --- | -------------------- | ----------- | 

| |  |  Report of Independent Registered Public Accounting Firm | 45 | 
| |  | --------------------------------------------------------- | -- | 

| |  |  Glimcher Realty Trust Consolidated Balance Sheets
as of       December 31, 2004 and 2003 | 46 | 
| |  | ------------------------------------------------------------------------------------------ | -- | 

| |  |  Glimcher Realty Trust Consolidated Statements of Income and
       Comprehensive Income for the years ended December 31, 2004,       2003 and 2002 | 47 | 
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- | -- | 

| |  |  Glimcher Realty Trust Consolidated Statements of Shareholders
       Equity for the years ended
December 31, 2004, 2003 and 2002 | 48 | 
| |  | ----------------------------------------------------------------------------------------------------------------------------------- | -- | 

| |  |  Glimcher Realty Trust Consolidated Statements of Cash Flows       for the years ended
December 31, 2004, 2003 and 2002 | 49 | 
| |  | ------------------------------------------------------------------------------------------------------------------------ | -- | 

| |  |  Notes to Consolidated Financial Statements | 50 | 
| |  | -------------------------------------------- | -- | 

| | (2) | Financial
Statement Schedules
| | --- | -----------------------------

| |  |  Schedule III  Real Estate and Accumulated Depreciation | 71 | 
| |  | --------------------------------------------------------- | -- | 

| |  |  Notes to Schedule III | 74 | 
| |  | ----------------------- | -- | 

| | (3) | Exhibits
| | --- | --------

| | 3.1 | Amended
and Restated Declaration of Trust of Glimcher Realty Trust. (1)
| | --- | -----------------------------------------------------------------------

| | 3.2 | Bylaws,
as amended. (1)
| | --- | -----------------------

| | 3.3 | Amendment
to the Companys Amended and Restated Declaration of Trust. (2)
| | --- | -------------------------------------------------------------------------

| | 3.4 | Limited
Partnership Agreement of Glimcher Properties Limited Partnership. (3)
| | --- | -----------------------------------------------------------------------------

| | 3.5 | Amendment
to Limited Partnership Agreement of Glimcher Properties Limited Partnership. (3)
| | --- | ------------------------------------------------------------------------------------------

| | 3.6 | Amendment
No. 1 to Limited Partnership Agreement of Glimcher Properties Limited  Partnership. (3)
| | --- | -------------------------------------------------------------------------------------------------

| | 3.7 | Amendment
No. 2 to Limited Partnership Agreement of Glimcher Properties Limited  Partnership. (3)
| | --- | -------------------------------------------------------------------------------------------------

| | 3.8 | Amendment
No. 3 to Limited Partnership Agreement of Glimcher Properties Limited  Partnership. (3)
| | --- | -------------------------------------------------------------------------------------------------

| | 3.9 | Amendment
No. 4 to Limited Partnership Agreement of Glimcher Properties Limited  Partnership. (3)
| | --- | -------------------------------------------------------------------------------------------------

| | 3.10 | Amendment
No. 5 to Limited Partnership Agreement of Glimcher Properties Limited  Partnership. (3)
| | ---- | -------------------------------------------------------------------------------------------------

| | 3.11 | Amendment
No. 6 to Limited Partnership Agreement of Glimcher Properties Limited  Partnership. (3)
| | ---- | -------------------------------------------------------------------------------------------------

| | 3.12 | Amendment
No. 7 to Limited Partnership Agreement of Glimcher Properties Limited  Partnership dated
August 7, 2003. (8)
| | ---- | ----------------------------------------------------------------------------------------------------------------------

| | 3.13 | Amendment
No. 8 to Limited Partnership agreement of Glimcher Properties Limited  Partnership. (10)
| | ---- | --------------------------------------------------------------------------------------------------

| | 3.14 | 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)
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.15 | 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 evidencing 8.125% Series G Cumulative Redeemable Preferred Shares of
Beneficial Interest. (16)
| | --- | -------------------------------------------------------------------------------------------------------------------

| | 10.01 | Glimcher
Realty Trust 1993 Employee Share Option Plan. (1)
| | ----- | ----------------------------------------------------------

| | 10.02 | Glimcher
Realty Trust 1993 Trustee Share Option Plan. (1)
| | ----- | ---------------------------------------------------------

| | 10.03 | Glimcher
Realty Trust 1997 Incentive Plan. (3)
| | ----- | ----------------------------------------------

| | 10.04 | Glimcher
Realty Trust 2004 Incentive Compensation Plan. (17)
| | ----- | ------------------------------------------------------------

| | 10.05 | Exhibit
A to Glimcher Properties Limited Partnership Agreement, as amended, showing new OP  Unit
holders following the purchase of Polaris Center, LLC. (3)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.06 | Severance
Benefits Agreement, dated June 11, 1997, by and among Glimcher Realty Trust,  Glimcher
Properties Limited Partnership and Herbert Glimcher. (3)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.07 | Severance
Benefits Agreement, dated June 11, 1997, by and among Glimcher Realty Trust,  Glimcher
Properties Limited Partnership and William G. Cornely. (3)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.08 | Severance
Benefits Agreement dated June 11, 1997, by and among Glimcher Realty Trust,  Glimcher
Properties Limited Partnership and Michael P. Glimcher. (3)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.09 | Severance
Benefits Agreement, dated June 11, 1997, by and among Glimcher Realty Trust,  Glimcher
Properties Limited Partnership and George A. Schmidt. (3)
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.10 | Severance
Benefits Agreement, dated June 26, 2002, by and among Glimcher Realty Trust,  Glimcher
Properties Limited Partnership and Thomas J. Drought, Jr. (20)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

38

---

| | 10.11 | Severance
Benefits Agreement, dated June 28, 2004 by and among Glimcher Realty Trust,  Glimcher
Properties Limited Partnership and Lisa A. Indest. (23)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.12 | Severance
Benefits Agreement, dated August 30, 2004, between Glimcher Realty Trust,  Glimcher
Properties Limited Partnership and Mark E. Yale. (11)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.13 | Employment
Agreement by and between Glimcher Realty Trust and William G. Cornely, dated  December 1,
2000. (5)
| | ----- | --------------------------------------------------------------------------------------------------------------

| | 10.14 | Promissory
Note dated as of December 17, 1997, issued by Glimcher University Mall Limited
Partnership in the amount of sixty four million eight hundred ninety eight thousand five
hundred forty six dollars ($64,898,546). (7)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.15 | Mortgage,
assignment of rents, security agreement and fixture filing by Glimcher  University Mall
Limited Partnership to Nomura Asset Capital Corporation dated as of  December 17, 1997.
(7)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.16 | Promissory
note dated as of July 15, 1998, issued by Montgomery Mall Associates Limited  Partnership
in the amount of forty seven million seven hundred fifty thousand dollars  ($47,750,000).
(4)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.17 | Mortgage
and security agreement by Montgomery Mall Associates Limited Partnership to  Lehman
Brothers Holdings, Inc. dated as of July 15, 1998. (4)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.18 | Promissory
Note dated as of September 1, 1998, issued by Morgantown Mall Associates  Limited
Partnership in the amount of fifty eight million three hundred fifty thousand  dollars
($58,350,000). (4)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.19 | Deed
of trust, assignment of leases and rents and security agreement by Morgantown Mall
Associates Limited Partnership to Michael B. Keller (Trustee) for the use and benefit of
The Capital Company of America, LLC dated as of September 1, 1998. (4)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.20 | Promissory
Note dated as of November 1, 1998, issued by Glimcher Properties Limited  Partnership in
the amount of nineteen million dollars ($19,000,000). (4)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.21 | Deed
of Trust and security agreement by Grand Central Limited Partnership for the benefit  of
Lehman Brothers Holdings Inc. dated as of January 21, 1999. (18)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.22 | Promissory
Note dated as of January 21, 1999, issued by Grand Central Limited Partnership  in the
amount of fifty two million five hundred thousand dollars ($52,500,000). (18)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.23 | Deed
of Trust Security Agreement by Weberstown Mall, LLC for the benefit of Lehman  Brothers
Holding Inc. dated as of April 26,1999. (19)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------

| | 10.24 | Promissory
Note dated as of April 26, 1999, issued by Weberstown Mall, LLC in the amount  of twenty
million five hundred thousand dollars ($20,500,000). (19)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.25 | Open-end
Mortgage and Security Agreement by Mount Vernon Venture, LLC to Lehman Brothers  Bank,
FSB dated as of January 16, 2001. (6)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------

| | 10.26 | Promissory
Note dated as of January 16, 2001, issued by Mount Vernon Venture, LLC in the  amount of
nine million three hundred thousand dollars ($9,300,000). (6)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.27 | Mortgage,
Assignment of Leases and Rents, Security Agreement, and Fixture Filing by  Glimcher
Ashland Venture, LLC to KeyBank National Association dated as of October 15,  2001. (6)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.28 | 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). (6)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.29 | Mortgage
Note dated as of April 16, 2002, issued by Southside Mall, LLC in the amount of  seven
million six hundred thirty seven thousand five hundred dollars ($7,637,500.00). (20)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.30 | Mortgage,
Assignment of Rents and Security Agreement by Southside Mall, LLC to Bank One,  NA dated
as of April 16, 2002. (20)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------

| | 10.31 | Mortgage
Note dated as of February 21, 2003 issued by Glimcher Properties Limited  Partnership in
the amount of five million ($5,000,000.00). (21)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.32 | Mortgage,
Assignment of Rents Security Agreement and Fixture filing by Glimcher Properties  Limited
Partnership to Bank One, NA dated as of February 21, 2003. (21)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.33 | 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). (22)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.34 | 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). (22)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.35 | Purchase
and Sale Agreement and Escrow Instructions, dated as of June 30, 2003, between  American
Freeholds, a Nevada general partnership, and Glimcher Properties Limited  Partnership, a
Delaware limited partnership relating to WestShore Plaza Mall. (9)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.36 | Second
Amendment to WestShore Plaza Mall Purchase and Sales Agreement and Escrow  Instructions,
dated as of August 26, 2003, between American Freeholds, a Nevada general  partnership,
and Glimcher Properties Limited Partnership, a Delaware limited partnership,  relating to
WestShore Plaza Mall. (9)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.37 | Membership
Interest Purchase Agreement, dated as of June 20, 2003, between HIG Mall, LLC,  a Florida
limited liability company, and Glimcher Properties Limited Partnership, a  Delaware
limited partnership, relating to Eastland Mall. (9)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.38 | 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)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------

39

---

| | 10.39 | 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)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.40 | Mortgage,
Assignment of Leases and Rents and Security Agreement by Glimcher Westshore, LLC  to
Morgan Stanley Mortgage Capital Inc. dated as of August 27, 2003. (9)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.41 | Guaranty
by Glimcher Properties Limited Partnership to Morgan Stanley Mortgage Capital,  Inc.
dated as of August 27, 2003, relating to WestShore Plaza Mall. (9)
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.42 | 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). (9)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.43 | 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. (9)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.44 | Promissory
Note dated as of October 1, 1997, issued by Catalina Partners, L.P. to Nomura  Asset
Capital Corporation in the amount of thirty six million ($36,000,000), relating to
Colonial Park Mall. (9)
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.45 | Open-end
Fee Mortgage, Leasehold Mortgage, Assignment of Rents, Security Agreement and  Fixture
Filing dated as of October 1, 1997 by Catalina Partners, L.P. to Nomura Asset  Capital
Corporation, relating to Colonial Park Mall. (9)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.46 | Credit
Agreement, dated as of October 17, 2003, by and among Glimcher Properties Limited
Partnership, KeyBank National Association, as administrative agent and lead arranger, and
the several lenders thereto. (13)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.47 | Credit
Agreement (Acquisition), dated as of October 17, 2003, by and among Glimcher  Properties
Limited Partnership, KeyBank National Association, as administrative agent and  lead
arranger, and the several lenders thereto. (13)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.48 | Guaranty
From Parent Entities, dated October 17, 2003, by Glimcher Realty Trust and  Glimcher
Properties Limited Partnership to KeyBank National Association, relating to the  Credit
Facility. (13)
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.49 | Subsidiary
Guaranty, dated October 17, 2003, by New Boston Mall, LLC and Glimcher  Northtown
Venture, LLC to KeyBank National Association, relating to the Credit Facility.  (13)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.50 | Open
End Mortgage Assignment of Rents, Security Agreement and Fixture Filing, dated  October
17, 2003, between Glimcher Properties Limited Partnership and KeyBank National
Association, relating to the mortgage on Chillicothe, Ohio (Pertains to Credit Facility).
(13)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.51 | Open
End Mortgage Assignment of Rents, Security Agreement and Fixture Filing, dated  October
17, 2003, between Glimcher Properties Limited Partnership and KeyBank National
Association, relating to the mortgage Indian Mound Mall in Heath, Ohio (Pertains to
Credit  Facility). (13)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.52 | Open
End Mortgage Assignment of Rents, Security Agreement and Fixture Filing, dated  October
17, 2003, between Glimcher Properties Limited Partnership and KeyBank National
Association, relating to a mortgage on New Towne Mall, in New Philadelphia, Ohio
(Pertains  to Credit Facility). (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.53 | Open
End Mortgage Assignment of Rents, Security Agreement and Fixture Filing, dated  October
17, 2003, between Glimcher Properties Limited Partnership and KeyBank National
Association, relating to a mortgage on New Boston Mall in Portsmouth, Ohio (Pertains to
Credit Facility). (13)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.54 | Mortgage
Assignment of Rents, Security Agreement and Fixture Filing, dated October 17,  2003,
between Glimcher Properties Limited Partnership and KeyBank National Association,
relating to the mortgage on Clarksville Place in Clarksville, Indiana (Pertains to Credit
Facility). (13)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.55 | Mortgage
Assignment of Rents, Security Agreement and Fixture Filing, dated October 17,  2003,
between Glimcher Properties Limited Partnership and KeyBank National Association,
relating to the mortgage on Logan Place in Russellville, Kentucky (Pertains to Credit
Facility). (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.56 | Mortgage
Assignment of Rents, Security Agreement and Fixture Filing, dated October 17,  2003,
between Glimcher Properties Limited Partnership and KeyBank National Association,
relating to the mortgage on Prestonburg Mall in Prestonburg, Kentucky (Pertains to Credit
Facility). (13)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.57 | Mortgage,
dated October 17, 2003, between Glimcher Properties Limited Partnership and  KeyBank
National Association, relating to the mortgage on Gratiot Center in Saginaw,  Michigan
(Pertains to Credit Facility). (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.58 | Deed
of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated October  17,
2003, by Glimcher Properties Limited Partnership to Chicago Title Insurance Company,  as
Trustee for the benefit of KeyBank National Association relating to Sycamore Square in
Ashland City, Tennessee and Liberty Plaza in Morristown, Tennessee (Pertains to Credit
Facility). (13)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.59 | Amended
and Restated Mortgage, Security Agreement, Absolute Assignment of Leases and Rents  and
Fixture Filing, dated October 17, 2003, between Glimcher Northtown Venture, LLC and
KeyBank National Association relating to Northtown Mall in Blaine, Minnesota (Pertains to
Credit Facility). (13)
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.60 | Future
Advance Deed of Trust Assignment of Rents, Security Agreement and Fixture Filing,  dated
October 17, 2003, by Glimcher Properties Limited Partnership to Chicago Title  Insurance
Company as Trustee for the benefit of KeyBank National Association, relating to  Walnut
Cove Shopping Center in Walnut Cove, North Carolina (Pertains to Credit Facility).  (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

40

---

| | 10.61 | Credit
Line Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing,  dated
October 17,2003, between Glimcher Properties Limited Partnership and KeyBank  National
Association, relating to Twin County Plaza in Galax, Virginia (Pertains to Credit
Facility). (13)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.62 | Credit
Line Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing,  dated
October 17, 2003, made by Glimcher Properties Limited Partnership to Molly Baber  Frick
as Trustee for the benefit of KeyBank National Association, relating to Pea Ridge  Plaza
in Huntington, West Virginia (Pertains to Credit Facility). (13)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.63 | 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)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.64 | 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)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.65 | 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)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.66 | 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)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.67 | Purchase
Agreement, dated October 22, 2003, between Columbus East Joint Venture, an Ohio  general
partnership, and Glimcher Properties Limited Partnership, relating to Eastland  Columbus.
(13)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.68 | First
Amendment to Purchase Agreement, dated December 15, 2003, between Columbus East  Joint
Venture, an Ohio general partnership, and Glimcher Properties Limited Partnership,
relating to Eastland Columbus. (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.69 | Open
End Mortgage, Assignment of Rents and Security Agreement, dated December 22, 2003, by  EM
Columbus, LLC, a Delaware limited liability company, to The Huntington National Bank,
relating to Eastland Columbus. (13)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.70 | Note,
dated December 22, 2003, issued by EM Columbus, LLC, to The Huntington National Bank  in
the amount of $36,000,000, relating to the purchase of Eastland Columbus. (13)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.71 | Loan
Commitment Letter, dated December 22, 2003, from The Huntington National Bank to EM
Columbus, LLC, together with all exhibits thereto, relating to Eastland Columbus. (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.72 | Unconditional
Guaranty of Payment and Performance, dated December 22, 2003, by Glimcher  Properties
Corporation to The Huntington National Bank, relating to Eastland Columbus.  (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.73 | Unconditional
Guaranty of Payment and Performance, dated December 22, 2003, by Glimcher  Properties
Limited Partnership to The Huntington National Bank, relating to Eastland  Columbus. (13)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.74 | Membership
Interest Purchase Agreement, dated as of November 26, 2003, between Glimcher  Properties
Limited Partnership and NP Limited Partnership, relating to Polaris Towne  Center. (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.75 | Membership
Interest Purchase Agreement, dated as of November 26, 2003, by and among  Glimcher
Properties Limited Partnership, NP Limited Partnership and the Class A Members,  relating
to Polaris Fashion Place. (13)
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.76 | 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.  (13)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.77 | 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)
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.78 | Amended
and Restated Promissory Note A, between UBS Warburg Real Estate Investments Inc.  and PFP
Columbus, LLC, dated May 22, 2003, for $135,000,000, relating to the Polaris  Fashion
Place existing debt. (13)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.79 | Amended
and Restated Promissory Note B, between UBS Warburg Real Estate Investments Inc.  and PFP
Columbus, LLC, dated May 22, 2003, for $24,837,623 relating to the Polaris Fashion  Place
existing debt. (13)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.80 | 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)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.81 | Promissory
Note, dated January 5, 2004, issued by Glimcher Properties Limited Partnership  to Bank
One, NA in the amount of $36,500,000, relating to Polaris Fashion Place. (13)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.82 | Guaranty
of Payment by Polaris Mall, LLC to Bank One, NA, dated January 5, 2004, relating  to
Polaris Fashion Place. (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------

| | 10.83 | Pledge
and Security Agreement of Membership Interest (51.01%), dated January 5, 2004, by
Glimcher Properties Limited Partnership to Bank One, NA, relating to Promissory Note for
Polaris Fashion Place. (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.84 | Pledge
and Security Agreement of Membership Interest (48.99%) dated January 5, 2004, by
Glimcher Properties Limited Partnership to Bank One, NA, relating to Promissory Note for
Polaris Fashion Place. (13)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.85 | Negative
Pledge Agreement dated January 5, 2004, by Glimcher Properties Limited  Partnership to
Bank One, NA, relating to Promissory Note for Polaris Fashion Place. (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

41

---

| | 10.86 | Loan
Agreement, dated as of January 5, 2004, between Glimcher Properties Limited  Partnership
and Bank One, NA, relating to Polaris Fashion Place. (13)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.87 | Loan
Agreement, dated as of April 1, 2003, between PFP Columbus, LLC, as borrower, and UBS
Warburg Real Estate Investments Inc., as lender. (13)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.88 | 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. (23)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.89 | 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. (23)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.90 | 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. (23)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.91 | Fee
and Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement dated  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.  (23)
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.92 | 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. (23)
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.93 | Amended
and Restated Promissory Note, dated June 9, 2004, between GM Olathe, LLC and  Morgan
Stanley Mortgage Capital Inc. in the amount of $30,000,000, relating to The Great  Mall
in Olathe, Kansas. (23)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.94 | Loan
Agreement dated June 9, 2004, between GM Olathe, LLC and Morgan Stanley Mortgage  Capital
Inc. relating to The Great Mall in Olathe, Kansas. (23)
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.95 | Amended
and Restated Fee and Leasehold Mortgage, Assignment of Leases and Rents and  Security
Agreement, dated June 9, 2004, between GM Olathe, LLC and Morgan Stanley Mortgage
Capital Inc. in the amount of $30,000,000, relating to The Great Mall in Olathe, Kansas.
(23)
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.96 | Guaranty
of Payment, dated June 9, 2004, by Glimcher Properties Limited Partnership to  Morgan
Stanley Mortgage Capital Inc., relating to The Great Mall in Olathe, Kansas. (23)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.97 | Guaranty
of Recourse Obligations, dated June 9, 2004, by Glimcher Properties Limited  Partnership
to Morgan Stanley Mortgage Capital Inc., relating to The Great Mall in Olathe,  Kansas.
(23)
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.98 | Bond
Pledge Agreement dated June 9, 2004 between GM Olathe, LLC, Morgan Stanley Mortgage
Capital Inc., and acknowledged and agreed to by the Huntington National Bank. (23)
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.99 | Open
End Mortgage, Assignment of Rents, Security Agreement, and Fixture Filing, dated as  of
August 30, 2004, between Glimcher River Valley Mall, LLC and KeyBank National
Association, relating to the River Valley Mall in Lancaster, Ohio. (12)
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.100 | Joinder
to Guaranty, dated August 30, 2004, by Glimcher River Valley Mall, LLC, Glimcher
Properties Limited Partnership and Glimcher Development Corporation. (12)
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.101 | Employment
& Consulting Agreement, dated January 20, 2005, between Herbert Glimcher, Glimcher Realty
Trust and Glimcher Properties Limited Partnership. (14)
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.102 | Form
Option Award Agreement for the Glimcher Realty Trust 2004 Incentive Compensation Plan
(Non-Qualified Stock Options).
| | ------ | -------------------------------------------------------------------------------------------------------------------------

| | 10.103 | Form
Option Award Agreement for the Glimcher Realty Trust 2004 Incentive Compensation Plan
(Incentive Stock Options).
| | ------ | ---------------------------------------------------------------------------------------------------------------------

| | 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.
| | ---- | ----------------------------------------------------------------------------------------------

42

---

|(1) | Incorporated
by reference to Glimcher Realty Trusts Registration Statement 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 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 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 Annual Report Form 10-K for the  fiscal year
ended December 31, 2000, filed with the Securities and Exchange Commission on  March 16,
2001.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated
by reference to Glimcher Realty Trusts Annual Report Form 10-K for the  fiscal year
ended December 31, 2001, filed with the Securities and Exchange Commission on  March 16,
2002.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated
by reference to Glimcher Realty Trusts Form 8-K filed with the  Securities and
Exchange Commission on December 31, 1997.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|(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 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 Form 8-A filed with the  Securities and
Exchange Commission on August 22, 2003.
|---- | ------------------------------------------------------------------------------------------------------------------------------------

|(16) | Incorporated
by reference to Glimcher Realty Trusts Form 8-A filed with the  Securities and
Exchange Commission on February 20, 2004.
|---- | --------------------------------------------------------------------------------------------------------------------------------------

|(17) | Incorporated
by reference to Appendix B of Glimcher Realty Trusts Schedule 14A Proxy  Statement
filed with the Securities and Exchange Commission on March 29, 2004.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(18) | Incorporated
by reference to Glimcher Realty Trusts Quarterly Report 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 Form 10-Q for  the period
ended June 30, 1999, filed with the Securities and Exchange Commission on  August 12,
1999.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(20) | Incorporated
by reference to Glimcher Realty Trusts Quarterly Report 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 Form 10-Q for  the period
ended March 31, 2003, filed with the Securities and Exchange Commission on May  14, 2003.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(22) | Incorporated
by reference to Glimcher Realty Trusts Quarterly Report Form 10-Q for  the period
ended June 30, 2003, filed with the Securities and Exchange Commission on  August 12,
2003.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(23) | Incorporated
by reference to Glimcher Realty Trusts Annual Report Form 10-Q for the  period
ended June 30, 2004, filed with the Securities and Exchange Commission on August  13,
2004.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

43

---

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. YaleSenior Vice President and Chief Financial Officer(Principal Accounting and
Financial Officer)March 9, 2005
| | ----------------------------------------------------------------------------------------------------------------------

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

Michael P. Glimcher | Chief Executive Officer (Principal
Executive Officer), President
and Trustee | March 9, 2005
|-------------------------------------------- | ---------------------------------------------------------------------------- | -------------

|/s/ George A. Schmidt

George A. Schmidt | Executive Vice President,
General Counsel, Secretary
and Trustee | March 9, 2005
|---------------------------------------- | ---------------------------------------------------------------- | -------------

|/s/ Mark E. Yale

Mark E. Yale | Senior Vice President and
Chief Financial Officer
(Principal Accounting and Financial Officer) | March 9, 2005
|------------------------------ | ---------------------------------------------------------------------------------------------- | -------------

|/s/ Herbert Glimcher

Herbert Glimcher | Chairman of the Board
and Trustee | March 9, 2005
|-------------------------------------- | --------------------------------- | -------------

|/s/ Philip G. Barach

Philip G. Barach | Member, Board of Trustees | March 9, 2005
|-------------------------------------- | ------------------------- | -------------

|/s/ Wayne S. Doran

Wayne S. Doran | Member, Board of Trustees | March 9, 2005
|---------------------------------- | ------------------------- | -------------

|/s/ Howard Gross

Howard Gross | Member, Board of Trustees | March 9, 2005
|------------------------------ | ------------------------- | -------------

|/s/ Niles C. Overly

Niles C. Overly | Member, Board of Trustees | March 9, 2005
|------------------------------------ | ------------------------- | -------------

|/s/ Alan R. Weiler

Alan R. Weiler | Member, Board of Trustees | March 9, 2005
|---------------------------------- | ------------------------- | -------------

|/s/ William S. Williams

William S. Williams | Member, Board of Trustees | March 9, 2005
|-------------------------------------------- | ------------------------- | -------------

44

---

Report of
Independent Registered Public Accounting Firm

To  the Board of
Trustees and Shareholders  of Glimcher Realty Trust;Columbus, Ohio

We have audited the
accompanying consolidated balance sheets of Glimcher Realty Trust as of December 31, 2004
and 2003 and the related consolidated statements of income and comprehensive income,
shareholders equity and cash flows for each of the three years in the period ended
December 31, 2004. We have also audited the schedule listed in the accompanying index.
These financial statements and the schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements and
the 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 the 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 the schedule. An audit also
includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements and
the 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, 2004 and 2003,
and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2004, in conformity with accounting principles generally
accepted in the United States of America.

Also, in our opinion,
the schedule presents fairly, in all material respects, the information set forth therein.

We also have 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, 2004, based on criteria established in Internal Control
 Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) and our report dated February 21, 2005, expressed an
unqualified opinion thereon.

Also as discussed in
Note 2 to the consolidated financial statements, the Company, on January 1, 2003, adopted
the provisions of Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation as amended, by Financial Accounting Standards No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure.

As discussed in Note
21 to the consolidated financial statements, the Company has restated its consolidated
financial statements as of December 31, 2003 and for the years ended December 31, 2003 and
2002 (which were previously audited by other independent auditors).

/s/ BDO Seidman, LLP

Chicago, Illinois
February 21, 2005

45

---

GLIMCHER REALTY
TRUSTCONSOLIDATED BALANCE SHEETS(dollars in thousands, except share, par value and unit amounts)

ASSETS

|                                                                          | December 31, | 
|------------------------------------------------------------------------- | ------------ | 
|                                                                          | 2004         | 
|Investment in real estate:                                                |              | 
|Land                                                                      |              | 
|Buildings, improvements and equipment                                     |              | 
|Developments in progress                                                  |              | 
|                                                                          |              | 
|                                                                          |              | 
|Less accumulated depreciation                                             |              | 
|                                                                          |              | 
|Property
     and equipment, net                                          |              | 
|Deferred costs, net                                                       |              | 
|Assets held for sale                                                      |              | 
|Investment in and advances to unconsolidated
     real estate entities    |              | 
|                                                                          |              | 
|Investment
     in real estate, net                                       |              | 
|                                                                          |              | 
|Cash and cash equivalents                                                 |              | 
|Restricted cash                                                           |              | 
|Tenant accounts receivable, net                                           |              | 
|Deferred expenses, net                                                    |              | 
|Prepaid and other assets                                                  |              | 
|                                                                          |              | 
|                                                                          |              | 
|                                                                          |              | 
|                                                                         
|LIABILITIES AND SHAREHOLDERS EQUITY                                     
|                                                                         
|Mortgage notes payable                                                    |              | 
|Notes payable                                                             |              | 
|Accounts payable and accrued expenses                                     |              | 
|Distributions payable                                                     |              | 
|                                                                          |              | 
|                                                                          |              | 
|                                                                          |              | 
|                                                                         
|Minority interest in operating partnership                                |              | 
|                                                                          |              | 
|                                                                         
|Shareholders equity:                                                    
|Series B cumulative preferred shares of
     beneficial interest, $0.01  
|par value, 5,118,000
     shares issued and outstanding                   |              | 
|Series F cumulative preferred shares of
     beneficial interest, $0.01  
|par value, 2,400,000
     shares issued and outstanding                   |              | 
|Series G cumulative preferred shares of
     beneficial interest, $0.01  
|par value, 6,000,000
     shares issued and outstanding                   |              | 
|Common shares of beneficial interest,
     $0.01 par value, 35,682,858   
|and 35,066,112 shares
     issued and outstanding as of December 31, 2004 |              | 
|and December 31, 2003,
     respectively                                  |              | 
|Additional paid-in capital                                                |              | 
|Distributions in excess of accumulated
     earnings                      |              | 
|Accumulated other comprehensive loss                                      |              | 
|                                                                          |              | 
|                                                                          |              | 
|                                                                          |              | 
|                                                                          |              | 
|                                                                          |              | 

The  accompanying
notes are an integral part of these consolidated financial statements.

46

---

GLIMCHER REALTY
TRUSTCONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME(dollars in thousands, except per share and unit amounts)

|                                                                                     | For the Years Ended December 31, | 
|------------------------------------------------------------------------------------ | -------------------------------- | 
|                                                                                     | 2004                             | 
|Revenues:                                                                            |                                  | 
|Minimum rents                                                                        |                                  | 
|Percentage rents                                                                     |                                  | 
|Tenant reimbursements                                                                |                                  | 
|Other                                                                                |                                  | 
|                                                                                     |                                  | 
|Total
     revenues                                                                  |                                  | 
|                                                                                     |                                  | 
|Expenses:                                                                            |                                  | 
|Property operating expenses                                                          |                                  | 
|Real estate taxes                                                                    |                                  | 
|                                                                                     |                                  | 
|                                                                                     |                                  | 
|Provision for doubtful accounts                                                      |                                  | 
|Other operating expenses                                                             |                                  | 
|Depreciation and amortization                                                        |                                  | 
|General and administrative                                                           |                                  | 
|                                                                                     |                                  | 
|Total
     expenses                                                                  |                                  | 
|                                                                                     |                                  | 
|                                                                                    
|Operating
     income                                                                |                                  | 
|                                                                                    
|Interest income                                                                      |                                  | 
|Interest expense                                                                     |                                  | 
|Equity in income of unconsolidated entities, net                                     |                                  | 
|                                                                                     |                                  | 
|Income before minority interest in operating partnership and discontinued operations |                                  | 
|Minority interest in operating partnership                                           |                                  | 
|                                                                                     |                                  | 
|Income from continuing operations                                                    |                                  | 
|Discontinued operations:                                                             |                                  | 
|Gain on sales of properties, net                                                     |                                  | 
|Impairment losses                                                                    |                                  | 
|Income from operations                                                               |                                  | 
|                                                                                     |                                  | 
|Net
     income                                                                      |                                  | 
|Less: Preferred stock dividends                                                      |                                  | 
|Less: Issuance costs related to preferred stock redemption                           |                                  | 
|                                                                                     |                                  | 
|Net
     income available to common shareholders                                     |                                  | 
|                                                                                     |                                  | 
|                                                                                    
|Earnings Per Common Share (EPS):                                                   |                                  | 
|Basic:                                                                               |                                  | 
|Continuing operations                                                                |                                  | 
|Discontinued operations                                                              |                                  | 
|Net income                                                                           |                                  | 
|                                                                                    
|Diluted:                                                                             |                                  | 
|Continuing operations                                                                |                                  | 
|Discontinued operations                                                              |                                  | 
|Net income                                                                           |                                  | 
|                                                                                    
|Weighted average common shares outstanding                                           |                                  | 
|Weighted average common shares and common share equivalent outstanding               |                                  | 
|                                                                                    
|Cash distributions declared per common share of beneficial interest                  |                                  | 
|                                                                                     |                                  | 
|                                                                                    
|Net income                                                                           |                                  | 
|Other comprehensive income on derivative instruments, net                            |                                  | 
|                                                                                     |                                  | 
|Comprehensive income                                                                 |                                  | 
|                                                                                     |                                  | 

The accompanying
notes are an integral part of these consolidated financial statements

47

---

GLIMCHER REALTY
TRUSTCONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITYFor  the Years Ended
December 31, 2004, 2003, and 2002(dollars in thousands, except  share, par value
and unit amounts)

|                                                                                             | Series BConvertiblePreferred |                    | Series FCumulativePreferred |         | Series GCumulativePreferred |          | Common Shares ofBeneficial Interest |            | AdditionalPaid-in |      | Distributionsin Excess ofAccumulated |           | AccumulatedOtherComprehensiveIncome/ |           |        |          
|-------------------------------------------------------------------------------------------- | ---------------------------- | ------------------ | --------------------------- | ------- | --------------------------- | -------- | ----------------------------------- | ---------- | ----------------- | ---- | ------------------------------------ | --------- | ------------------------------------ | --------- | ------ | ---------
|                                                                                             | Shares                       |                    | Shares                      |         | Shares                      |          | Shares                              |            | Amount            |      | Capital                              |           | Earnings                             |           | (Loss) |          
|Balance, December 31, 2001 (as restated)                                                     |                              | $127,950           |                             |         |                             |          |                                     | 30,093,231 |                   | $301 |                                      | $ 441,701 |                                      | $(173,386 | )      | $(6,466  
|                                                                                            
|Distributions declared, $1.9232 per share                                                    |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      | (62,505   | )      |          
|Distribution Reinvestment and Share Purchase Plan                                            |                              |                    |                             |         |                             |          |                                     | 29,571     |                   |      |                                      | 539       |                                      |           |        |          
|Exercise of stock options                                                                    |                              |                    |                             |         |                             |          |                                     | 602,467    |                   | 6    |                                      | 8,749     |                                      |           |        |          
|OP unit conversion                                                                           |                              |                    |                             |         |                             |          |                                     | 139,377    |                   | 1    |                                      | 2,497     |                                      |           |        |          
|Issuance of Shares from public offering                                                      |                              |                    |                             |         |                             |          |                                     | 3,450,000  |                   | 35   |                                      | 58,198    |                                      |           |        |          
|Preferred stock dividends declared, Series B                                                 |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      | (11,833   | )      |          
|Net income                                                                                   |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      | 33,604    |        |          
|Other comprehensive income on derivative instruments                                         |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      |           |        | 304      
|Transfer from minority interest in partnership                                               |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      | (2,337    | )                                    |           |        |          
|                                                                                             |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      |           |        |          
|Balance, December 31, 2002 (as restated)                                                     |                              | 127,950            |                             |         |                             |          |                                     | 34,314,646 |                   | 343  |                                      | 509,347   |                                      | (214,120  | )      | (6,162   
|                                                                                            
|Distributions declared, $1.9232 per share                                                    |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      | (66,919   | )      |          
|Distribution Reinvestment and Share Purchase Plan                                            |                              |                    |                             |         |                             |          |                                     | 27,709     |                   |      |                                      | 560       |                                      |           |        |          
|Exercise of stock options                                                                    |                              |                    |                             |         |                             |          |                                     | 413,532    |                   | 4    |                                      | 6,833     |                                      |           |        |          
|OP unit conversion                                                                           |                              |                    |                             |         |                             |          |                                     | 310,225    |                   | 3    |                                      | 6,701     |                                      |           |        |          
|Issuance of Preferred Equity                                                                 |                              |                    |                             | 60,000  |                             |          |                                     |            |                   |      |                                      | (2,451    | )                                    |           |        |          
|Preferred stock dividends declared, Series B and F                                           |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      | (13,688   | )      |          
|Net income                                                                                   |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      | 32,961    |        |          
|Other comprehensive income on derivative instruments                                         |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      |           |        | 4,935    
|Stock option expense                                                                         |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      | 62        |                                      |           |        |          
|Transfer from minority interest in partnership                                               |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      | (4,420    | )                                    |           |        |          
|                                                                                             |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      |           |        |          
|Balance, December 31, 2003 (as restated)                                                     |                              | 127,950            |                             | 60,000  |                             |          |                                     | 35,066,112 |                   | 350  |                                      | 516,632   |                                      | (261,766  | )      | (1,227   
|                                                                                            
|Distributions declared, $1.9232 per share                                                    |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      | (68,380   | )      |          
|Distribution Reinvestment and Share Purchase Plan                                            |                              |                    |                             |         |                             |          |                                     | 23,658     |                   | 1    |                                      | 569       |                                      |           |        |          
|Exercise of stock options                                                                    |                              |                    |                             |         |                             |          |                                     | 503,882    |                   | 5    |                                      | 8,752     |                                      |           |        |          
|OP unit conversion                                                                           |                              |                    |                             |         |                             |          |                                     | 89,206     |                   | 1    |                                      | 2,365     |                                      |           |        |          
|Issuance of Series G cumulative redeemable
    preferred shares of beneficial interest       |                              |                    |                             |         |                             | 150,000  |                                     |            |                   |      |                                      | (5,198    | )                                    |           |        |          
|Redemption of Series B cumulative redeemable    preferred shares of beneficial
     interest |                              | (127,950           | )                           |         |                             |          |                                     |            |                   |      |                                      |           |                                      |           |        |          
|Preferred stock dividends declared, Series B, F and G                                        |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      | (17,517   | )      |          
|Net income                                                                                   |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      | 51,755    |        |          
|Issuance costs of Series B cumulative redeemable
    preferred shares of beneficial interest |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      | 4,878     |                                      | (4,878    | )      |          
|Other comprehensive income on derivative instruments                                         |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      |           |        | 1,192    
|Stock option expense                                                                         |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      | 237       |                                      |           |        |          
|Transfer to minority interest in partnership                                                 |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      | 6,051     |                                      |           |        |          
|                                                                                             |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      |           |        |          
|Balance, December 31, 2004                                                                   |                              | $                0 |                             | $60,000 |                             | $150,000 |                                     | 35,682,858 |                   | $357 |                                      | $ 534,286 |                                      | $(300,786 | )      | $     (35
|                                                                                             |                              |                    |                             |         |                             |          |                                     |            |                   |      |                                      |           |                                      |           |        |          

The  accompanying
notes are an integral part of these consolidated financial statements.

48

---

GLIMCHER REALTY
TRUSTCONSOLIDATED STATEMENTS OF CASH FLOWS(dollars in  thousands)

|                                                                     | For the Years Ended December 31, | 
|-------------------------------------------------------------------- | -------------------------------- | 
|                                                                     | 2004                             | 
|Cash flows from operating activities:                                |                                  | 
|Net income                                                           |                                  | 
|Adjustments to reconcile net income to net cash provided            
|by operating activities:                                             |                                  | 
|Provision for doubtful accounts                                      |                                  | 
|Depreciation and amortization                                        |                                  | 
|Loan fee amortization                                                |                                  | 
|Equity in income of unconsolidated entities                          |                                  | 
|Capitalized development costs charged
     to expense                |                                  | 
|Minority interest in operating partnership                           |                                  | 
|(Gain) loss on sales of properties from discontinued
     operations |                                  | 
|Gain on sales of outparcels                                          |                                  | 
|Net changes in operating assets and liabilities:                     |                                  | 
|Tenant accounts receivable, net                                      |                                  | 
|Prepaid and other assets                                             |                                  | 
|Accounts payable and accrued expenses                                |                                  | 
|                                                                     |                                  | 
|                                                                    
|Net
     cash provided by operating activities                       |                                  | 
|                                                                     |                                  | 
|                                                                    
|Cash flows from investing activities:                                |                                  | 
|Acquisitions and additions to investment in real estate              |                                  | 
|Proceeds from unconsolidated entities                                |                                  | 
|Proceeds from sales of properties - discontinued operations          |                                  | 
|Proceeds from sale of outparcels                                     |                                  | 
|Withdrawals from (payments to) restricted cash                       |                                  | 
|Additions to deferred expenses                                       |                                  | 
|                                                                     |                                  | 
|                                                                    
|Net
     cash provided by (used in) investing activities             |                                  | 
|                                                                     |                                  | 
|                                                                    
|Cash flows from financing activities:                                |                                  | 
|(Payments to) proceeds from revolving line of credit, net            |                                  | 
|Proceeds from issuance of mortgages and notes payable                |                                  | 
|Principal payments on mortgages and notes payable                    |                                  | 
|Loss on early extinguishment of debt                                 |                                  | 
|Proceeds from issuance of common shares of beneficial                |                                  | 
|interest, net of underwriting and other offering
     costs of $723  |                                  | 
|Proceeds from issuance of Preferred Stock - Series F, net of         |                                  | 
|underwriting and other offering costs of $2,451                      |                                  | 
|Proceeds from issuance of Preferred Stock - Series G, net of         |                                  | 
|underwriting and other offering costs of $5,198                      |                                  | 
|Redemption of preferred shares                                       |                                  | 
|Dividend reinvestment and share purchase plan and other              |                                  | 
|Cash distributions                                                   |                                  | 
|                                                                     |                                  | 
|                                                                    
|Net
     cash (used in) provided by financing activities             |                                  | 
|                                                                     |                                  | 
|                                                                    
|Net change in cash and cash equivalents                              |                                  | 
|                                                                    
|Cash and cash equivalents, at beginning of period                    |                                  | 
|                                                                     |                                  | 
|                                                                    
|Cash and cash equivalents, at end of period                          |                                  | 
|                                                                     |                                  | 

The  accompanying
notes are an integral part of these consolidated financial statements.

49

---

GLIMCHER REALTY
TRUSTNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(dollars in thousands, except share and unit amounts)

|1. | Organization
and Basis  of Presentation
|-- | ---------------------------------------

Organization

Glimcher
Realty Trust 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, including single tenant retail properties (Community
Centers). At December 31, 2004, the Company owned and operated a total of 41
Properties consisting of 25 Malls and 16 Community Centers. The Company refers
to Glimcher Realty Trust, Glimcher Properties Limited Partnership, a Delaware limited
partnership, as well as entities in which the Company has an interest.

Basis of Presentation

The
consolidated financial statements include the accounts of Glimcher Realty Trust
(GRT), Glimcher Properties Limited Partnership (the Operating
Partnership, OP or GPLP) and Glimcher Development
Corporation (GDC). As of December 31, 2004, GRT was a limited partner in GPLP
with a 90.6% ownership interest and GRTs wholly owned subsidiary, Glimcher
Properties Corporation, was GPLPs sole general partner. GDC 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 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
Investments in 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. Straight-line receivables were $25,643 and $22,901 at December 31,
2004 and 2003, respectively. Percentage rents, which are based on tenants sales, are
recognized once the sales reported by such tenants exceed any applicable breakpoints as
specified in the tenants leases. Recoveries from tenants for real estate taxes,
insurance and other shopping center operating expenses are recognized as revenues in the
period 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, temporary tenant 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 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 collection and consideration of the
retail sector in which the tenant operates. The allowance for doubtful accounts is
reviewed periodically based upon the Companys historical experience. Tenant accounts
receivable in the accompanying balance sheets are shown net of an allowance for doubtful
accounts of $8,545 and $7,972 as of December 31, 2004 and 2003, respectively.

Investment in Real
Estate

Real
estate assets, including acquired assets, are stated at cost. Costs incurred for the
development, construction and improvement of Properties are capitalized, including direct
costs incurred by GRT for these activities. Interest and real estate taxes incurred during
construction periods are capitalized and amortized on the same basis as the related
assets.

Depreciation
expense is computed using the 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 five to ten years. Expenditures for leasehold improvements and
construction allowances paid to tenants are capitalized and amortized over the term of
each lease. Maintenance and repairs are charged to expense as incurred.

50

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

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 future cash flows are less than the carrying
amount for a particular Property. The estimated cash flows used for the impairment
analysis and to determine 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. As of
December 31, 2004, management believes that no impairments exist based on periodic
reviews. Impairment losses of $2,460 and $0 were recognized for the years ended December
31, 2003 and 2002, respectively.

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.

Investment in Real
Estate  Held for Sale

The
Company evaluates held for sale classification of its owned real estate on a quarterly
basis.

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
Company 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
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 and the value of tenant relationships, based in each case on their fair
values. Purchase accounting was 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. Due to the high occupancy of the Malls acquired to date, management has
assigned no value to these assets.

51

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

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.

Stock-Based
Compensation

Effective
January 1, 2003, the Company adopted the fair value recognition provision of SFAS No. 123,
Accounting for Stock-Based Compensation, and as amended by SFAS No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure,
prospectively to all awards granted, modified or settled on or after January 1, 2003.
Accordingly, the Company recognizes as compensation expense the fair value of all awards
granted after January 1, 2003. Prior to January 1, 2003, the Company applied Accounting
Principles Board Opinion No. 25 (APB 25) and related interpretations in
accounting for its plans. Under the provisions of APB 25, the Company was not required to
recognize compensation expense related to options, as the options were granted at a price
equal to the market price on the day of grant. Had compensation costs for the plans been
determined based on the fair value at the grant dates for grants under these plans
consistent with SFAS No. 123, the Companys net income available to common
shareholders would have been decreased to the pro forma amounts indicated below:

|                                                                              | 2004 |  | 2003 |        | 2002 |  
|----------------------------------------------------------------------------- | ---- |  | ---- | ------ | ---- | -
|Net income available to common shareholders:                                  |      |  |      |        |      |  
|As reported                                                                   |      |  | $    | 29,360 |      | $
|Pro forma                                                                     |      |  | $    | 29,321 |      | $
|                                                                             
|Stock Compensation Expense:                                                   |      | 
|Recorded in reported net income for awards
        after January
     1, 2003 |      |  | $    | 237    |      | $
|Included in Pro forma for awards before January 1, 2003                       |      |  | $    | 39     |      | $
|                                                                             
|Earnings per share (basic):                                                   |      | 
|As reported                                                                   |      |  | $    | 0.83   |      | $
|Pro forma                                                                     |      |  | $    | 0.83   |      | $
|                                                                             
|Earnings per share (diluted):                                                 |      | 
|As reported                                                                   |      |  | $    | 0.82   |      | $
|Pro forma                                                                     |      |  | $    | 0.82   |      | $

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.  At
December 31, 2004 and 2003, 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 and property
reserves for maintenance and expansion or leasehold improvements as required by certain
of the loan agreements.

52

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

Deferred Expenses

Deferred
expenses  consist  principally of financing  fees.  These costs are amortized over the
terms of the respective  agreements.  Deferred  expenses in the  accompanying
consolidated  balance sheets are shown net of accumulated  amortization of $9,449 and
$13,857 as of December 31, 2004 and 2003,  respectively.  During 2004, 2003 and 2002, the
Company  expensed  $1,765,  $826 and $2,260,  respectively,  of unamortized  financing
fees in connection with the early retirement of  debt. Such amounts have been reported as
interest  expense in the accompanying  financial  statements.  In addition,  in 2002 the
Company  expensed $952 of unamortized  financing fees in connection with the early
retirement of debt from  discontinued  operations and recorded a $8,115 prepayment
penalty as interest expense in discontinued operations.

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
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 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 ineffectiveness  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/accreted  into interest income or
interest expense over the remaining  term of the hedge  relationship  using the effective
interest method.  Should the hedged item be sold, mature 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.

Interest Costs

|                          | Year Ended December 31, | 
|------------------------- | ----------------------- | 
|                          | 2004                    | 
|Interest expense          |                         | 
|Amortization of loan fees |                         | 
|                          |                         | 
|Total interest expense    |                         | 
|Interest capitalized      |                         | 
|                          |                         | 
|Total interest costs      |                         | 
|                          |                         | 

Investment in
Unconsolidated Real Estate Entities

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 from 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.

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. Net advertising expense was $1,118,
$2,106 and $1,164 for the years ended December 31, 2004, 2003 and 2002, respectively.

53

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

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.

Effective
January 1, 2001, the Companys subsidiary, GDC, elected taxable REIT subsidiary
status under Section 856(l) of the Code. GRT wholly owns GDC. For federal income tax
purposes, GDC is treated as a separate entity and taxed as a regular 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 carryforwards 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 OP Units outstanding. The issuance of additional shares of beneficial interest (the
Common Shares or Share) or OP Units changes the percentage
ownership of both the Unit Holders and the Company. Since a 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

As
a result of the Companys acquisitions of joint venture interests not previously
owned, the Company had non-cash debt assumptions and issued OP Units. $193,190, $80,439
and $156,598 of debt was assumed for the years ending December 31, 2004, 2003 and 2002,
respectively. In January 2004, the Company issued 594,342 new OP Units with an approximate
value of $13,564 in connection with the acquisition of Polaris Fashion Place. During the
fourth quarter of 2002, the Company issued 195,149 new OP Units with a value of $3,176 in
connection with the SAN Mall, LLC transaction. Non-cash transactions resulting from other
accounts payable and accrued expenses for ongoing operations such as real estate
improvements and other assets were $537 and $3,020 as of December 31, 2004 and December
31, 2003, respectively.

Share
distributions of $17,157 and $16,860 and Operating Partnership distributions of $1,670 and
$1,427 had been declared but not paid as of December 31, 2004 and 2003, respectively.
Series B cumulative preferred share distributions of $2,959 had been declared but not paid
as of December 31, 2003. Series F cumulative preferred share distributions of $1,313 and
$1,313 had been declared but not paid as of December 31, 2004 and 2003, respectively.
Series G cumulative preferred share distributions of $3,046 have been declared but not
paid as of December 31, 2004. Amounts paid for interest, exclusive of capitalized
interest, were $89,864, $76,520 and $83,746 in 2004, 2003 and 2002, respectively. Amounts
paid for state and local taxes were $523, $765 and $660 in 2004, 2003 and 2002,
respectively.

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
shareholders 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.

54

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

New Accounting
Pronouncements

In
January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interests
Entities  an Interpretation of ARB No. 51. The effective date of the
interpretation was the first interim or annual reporting period ending after March 15,
2004. The interpretation focuses on identifying entities for which a controlling financial
interest is achieved through means other than voting rights. The Company held no joint
venture interests at the effective date through December 31, 2004, therefore the
implementation of FIN 46 has no impact on the Companys financial position or results
of operations.

In
April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments andHedging Activities. SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities under SFAS No. 133. In
particular, SFAS No. 149 clarifies under what circumstances a contract with an
initial net investment meets the characteristics of a derivative and when a derivative
contains a financing component that warrants special reporting in the statement of cash
flows. SFAS No. 149 is generally effective for contracts entered into or modified
after June 30, 2003. There is no immediate impact on the Companys financial position
or results of operations as a result of this pronouncement.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of bothLiabilities and Equity. SFAS
No. 150 establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial instrument that is
within the scope as a liability (or an asset in some circumstances) because that financial
instrument embodies an obligation of the issuer. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003 and otherwise is
effective at the beginning of the first interim period beginning after June 15, 2003.
There was no material impact on the Companys financial position as a result of this
new pronouncement at December 31, 2004.

In
March 2004, the Emerging Issues Task Force (EITF) reached a final consensus
regarding Issue 03-6, Participating Securities and the Two-Class Method under FAS
128. The issue addresses a number of questions regarding the computation of earnings
per share (EPS) by companies that have issued securities other than common
stock that participate in dividends and earnings of the issuing entity. Such securities
are contractually entitled to receive dividends when and if the entity declares dividends
on common stock. The issue also provides further guidance in applying the two-class method
of calculating EPS once it is determined that a security is participating. The two-class
method is an earnings allocation formula that determines earnings per share for each class
of common stock and participating security according to dividends declared (or
accumulated) and participation rights in undistributed earnings. This consensus is
effective for the period ended June 30, 2004 and did not impact the Companys EPS
calculation.

In
December 2004, the  FASB issued SFAS No. 123(R), to expand and clarify SFAS No. 123 in
several areas. The  Statement requires companies to measure the cost of employee services
received in exchange  for an award of an equity instrument based on the grant-date fair
value of the award. The  cost is recognized over the requisite service period (usually
the vesting period) for the  estimated number of instruments where service is expected to
be rendered. This Statement  is effective beginning in the third quarter of 2005 for
awards issued beginning June 15,  2005. Since the Company previously adopted the
provisions of expensing stock-based  compensation using the fair value based method of
accounting as permitted under SFAS No.  123, the Company does not expect its financial
statements will be materially impacted by  SFAS No. 123(R).

Reclassifications

Certain
reclassifications of prior period amounts, including the presentation of the statements of
operations required by SFAS No. 144, have been made in the financial statements to conform
to the 2004 presentation.

55

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

|3. | Mortgage
Notes  Payable
|-- | -----------------------

|Description                                       | Carrying
      Amount of
      Mortgage Notes Payable |              | Interest
      Rate |              | Interest
      Terms |      | Payment
      Terms/PrepaymentDate |      | Payment
      at
      Maturity |     | Maturity/
      Date |       
|------------------------------------------------- | ----------------------------------------------------- | ------------ | ------------------- | ------------ | -------------------- | ---- | ---------------------------------- | ---- | ------------------------------- | --- | -------------------- | ------
|                                                 
|                                                  |                                                       | 2004         |                     | 2003         |                      | 2004 |                                    | 2003 |                                
|Fixed Rate:                                       |                                                       |              |                     |              |                      |      |                                    |      |                                 |     |                      |       
|Montgomery Mall Associates, LP                    |                                                       | $     44,257 |                     | $     44,909 |                      | 6.79 | %                                  | 6.79 | %                               |     |                      | (a)   
|Weberstown Mall, LLC                              |                                                       | 19,383       |                     | 19,617       |                      | 7.43 | %                                  | 7.43 | %                               |     |                      | (a)   
|SAN Mall, LP                                      |                                                       | 33,985       |                     | 34,402       |                      | 8.35 | %                                  | 8.35 | %                               |     |                      | (a)   
|Colonial Park Mall, LP                            |                                                       | 33,459       |                     | 33,899       |                      | 7.73 | %                                  | 7.73 | %                               |     |                      | (a)   
|Mount Vernon Venture, LLC                         |                                                       | 8,968        |                     | 9,062        |                      | 7.41 | %                                  | 7.41 | %                               |     |                      | (a)   
|Charlotte Eastland Mall, LLC                      |                                                       | 45,292       |                     | 45,974       |                      | 7.84 | %                                  | 7.84 | %                               |     |                      | (a)   
|Morgantown Mall Associates, LP                    |                                                       | 54,227       |                     | 55,005       |                      | 6.89 | %                                  | 6.89 | %                               |     |                      | (a)   
|Grand Central, LP                                 |                                                       | 49,276       |                     | 49,921       |                      | 7.18 | %                                  | 7.18 | %                               |     |                      | (a)   
|Johnson City Venture, LLC                         |                                                       | 39,606       |                     | 39,957       |                      | 8.37 | %                                  | 8.37 | %                               |     |                      | (a)   
|Polaris Center, LLC                               |                                                       | 41,387       |                     | -            |                      | 8.20 | %                                  | -    |                                 |     |                      | (a)   
|Ashland Venture, LLC                              |                                                       | 25,770       |                     | 26,196       |                      | 7.25 | %                                  | 7.25 | %                               |     |                      | (a)   
|Dayton Mall Venture, LLC                          |                                                       | 57,481       |                     | 58,171       |                      | 8.27 | %                                  | 8.27 | %                               |     |                      | (a)   
|Glimcher WestShore, LLC                           |                                                       | 98,275       |                     | 99,658       |                      | 5.09 | %                                  | 5.09 | %                               |     |                      | (a)   
|University Mall, LP                               |                                                       | 65,050       |                     | 66,158       |                      | 7.09 | %                                  | 7.09 | %                               |     |                      | (a)   
|PFP Columbus, LLC                                 |                                                       | 146,631      |                     | -            |                      | 5.24 | %                                  | -    |                                 |     |                      | (a)   
|LC Portland, LLC                                  |                                                       | 137,285      |                     | 139,120      |                      | 5.42 | %                                  | 5.42 | %                               |     |                      | (a)   
|JG Elizabeth, LLC                                 |                                                       | 163,827      |                     | -            |                      | 4.83 | %                                  | -    |                                 |     |                      | (a)   
|MFC Beavercreek, LLC                              |                                                       | 112,423      |                     | 113,874      |                      | 5.45 | %                                  | 5.45 | %                               |     |                      | (a)   
|Glimcher SuperMall Venture, LLC                   |                                                       | 61,107       |                     | 61,804       |                      | 7.54 | %                                  | 7.54 | %                               |     |                      | (a)   
|Tax Exempt Bonds                                  |                                                       | 19,000       |                     | 19,000       |                      | 6.00 | %                                  | 6.00 | %                               |     |                      | (c)   
|                                                  |                                                       |              |                     |              |                     
|                                                  |                                                       | 1,256,689    |                     | 916,727      |                      |      |                                    |      |                                 |     |                      |       
|                                                  |                                                       |              |                     |              |                     
|                                                 
|Variable Rate/Bridge:                             |                                                      
|GM Olathe, LLC                                    |                                                       | 30,000       |                     | -            |                      | 4.40 | %                                  | -    |                                 | (l) |                      | (b)   
|EM Columbus, LLC                                  |                                                       | 24,000       |                     | 24,000       |                      | 4.42 | %                                  | 3.15 | %                               | (m) |                      | (b)   
|Other Variable Rate Debt                          |                                                       | 15,593       |                     | 15,816       |                      | (n)  |                                    | (n)  |                                 |     |                      | (a)(b)
|                                                  |                                                       |              |                     |              |                     
|                                                  |                                                       | 69,593       |                     | 39,816       |                      |      |                                    |      |                                 |     |                      |       
|                                                  |                                                       |              |                     |              |                     
|                                                 
|Other:                                            |                                                      
|Fair value adjustment -
      Polaris Center, LLC |                                                       | 2,322        |                     | -            |                      |      |                                    |      |                                 |     |                      |       
|Extinguished Debt                                 |                                                       | -            |                     | 257,715      |                      | -    |                                    | (p)  |                                 |     |                      |       
|                                                  |                                                       |              |                     |              |                     
|                                                 
|Total Mortgage Notes Payable                      |                                                       | $1,328,604   |                     | $1,214,258   |                      |      |                                    |      |                                 |     |                      |       
|                                                  |                                                       |              |                     |              |                     

|(a) | The
loan requires monthly payments of principal and interest.
|--- | -------------------------------------------------------------

|(b) | The
loan requires monthly payments of interest only.
|--- | ----------------------------------------------------

|(c) | The
loan requires semi-annual payments of interest.
|--- | ---------------------------------------------------

|(d) | The
loan matures in August 2028, with an optional prepayment date in 2005.
|--- | --------------------------------------------------------------------------

|(e) | The
loan matures in October 2027, with an optional prepayment date in 2007.
|--- | ---------------------------------------------------------------------------

|(f) | The
loan matures in September 2028, with an optional prepayment date in 2008.
|--- | -----------------------------------------------------------------------------

|(g) | The
loan matures in June 2030, with an optional prepayment date in 2010.
|--- | ------------------------------------------------------------------------

|(h) | The
loan matures in July 2027, with an optional prepayment date in 2012.
|--- | ------------------------------------------------------------------------

|(i) | The
loan matures in January 2028, with an optional prepayment date in 2013.
|--- | ---------------------------------------------------------------------------

|(j) | The
loan matures in June 2033, with an optional prepayment date in 2013.
|--- | ------------------------------------------------------------------------

|(k) | The
loan matures in September 2029, with an optional prepayment date in 2015.
|--- | -----------------------------------------------------------------------------

|(l) | Interest
rate of LIBOR (capped by a derivative at 6.00%) plus 200 basis points until maturity.
|--- | ----------------------------------------------------------------------------------------------

|(m) | Interest
rate of LIBOR plus 200 basis points.
|--- | ---------------------------------------------

|(n) | Interest
rates  ranging from LIBOR plus 195 to 250 basis points (4.34% to 4.78% at December 31,
2004 and  3.12% to 3.69% at December 31, 2003).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

|(o) | Final
maturity dates ranging from May 2005 to August 2005.
|--- | ----------------------------------------------------------

|(p) | Interest
rates ranging from 3.09% to 10.53% at December 31, 2003.
|--- | -----------------------------------------------------------------

All
mortgage notes payable are collateralized by certain properties owned by the respective
entities with net book values of $1,654,690 and $1,493,456 at December 31, 2004 and 2003,
respectively. Certain of the loans contain financial covenants regarding minimum net
operating income and coverage ratios. Additionally, certain of the loans have
cross-default provisions and are cross-collateralized with mortgages on the Properties
owned by the borrowers of SAN Mall, LP and Morgantown Mall Associates, LP. Under such
cross-default provisions, a default under any mortgage included in a cross-defaulted loan
may constitute a default under all such mortgages under that loan and may lead to
acceleration of the indebtedness due on each Property within the collateral pool.
Additionally, $54,591 of mortgage notes payable relating to certain Properties have been
guaranteed by GPLP as of December 31, 2004.

56

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

Principal
maturities (excluding extension options) on mortgage notes payable during the five years
subsequent to December 31, 2004, are as follows: 2005 $77,523; 2006 $91,644; 2007 $84,058;
2008 $120,528; 2009 $63,917; thereafter $890,934.

|4. | Notes
Payable
|-- | -------------

The
Companys credit facility (Credit Facility) provides it with the ability
to borrow up to $150 million. This Credit Facility expires October 16, 2006 and is
collateralized with first mortgage liens on four Malls. The interest rate on the Credit
Facility ranges from LIBOR plus 1.15% to LIBOR plus 1.70% per annum depending on the ratio
of debt to asset value. The Credit Facility contains customary covenants, representations,
warranties and events of default, including maintenance of a specified minimum net worth
requirement, loan to value ratios, project costs to asset value ratios, total debt to
asset value ratios and EBITDA to total debt service, restrictions on the incurrence of
additional indebtedness and approval of anchor leases with respect to the Properties which
secure the Credit Facility. The Companys most restrictive covenant is the total debt
to asset value leverage ratio, which limits the Companys outstanding debt to 65% of
a computed total asset value. Management believes they are in compliance with these
covenants at December 31, 2004.

At
December 31, 2004 and 2003, the outstanding balance on the Credit Facility was $74.0
million and $80.8 million, respectively. Additionally, $4.6 million and $4.2 million
represents a holdback on the available balance of the Credit Facility for letters of
credit issued under the Credit Facility at December 31, 2004 and 2003, respectively. As of
December 31, 2004 and 2003, the unused balance of the Credit Facility available to the
Company was $71.4 million and $65.0 million, respectively. The interest rate on the Credit
Facility was 4.10% and 2.62% at December 31, 2004 and 2003, respectively.

|5. | Income
taxes
|-- | ------------

The
following table reconciles the Companys net income to taxable income for the years
ended December 31, 2004, 2003 and 2002:

|                                                            | 2004 |  | 2003 |         | 2002 |  
|----------------------------------------------------------- | ---- |  | ---- | ------- | ---- | -
|Net income                                                  |      |  | $    | 51,755  |      | $
|Add: Net loss of taxable REIT subsidiaries                  |      |  |      | 1,696   |      |  
|                                                            |      |  |      |         |      |  
|Net income from REIT operations                             |      |  |      | 53,451  |      |  
|Add: Book depreciation and amortization                     |      |  |      | 75,817  |      |  
|Less: Tax depreciation and amortization                     |      |  |      | (59,207 | )    |  
|Book loss/(gain) from capital transactions                  |      |  |      | (18,087 | )    |  
|Tax gain/(loss) from capital transactions                   |      |  |      | 6,736   |      |  
|Other book/tax differences, net                             |      |  |      | (14,436 | )    |  
|                                                            |      |  |      |         |      |  
|Taxable income before adjustments                           |      |  |      | 44,274  |      |  
|Less: Capital gains                                         |      |  |      | (6,736  | )    |  
|                                                            |      |  |      |         |      |  
|Adjusted taxable income subject to 90% dividend requirement |      |  | $    | 37,538  |      | $
|                                                            |      |  |      |         |      |  

|(1) | All
adjustments to Net income 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, 2004, 2003 and 2002:

|                                               | 2004 |  | 2003 |         | 2002 |  
|---------------------------------------------- | ---- |  | ---- | ------- | ---- | -
|Cash dividends paid                            |      |  | $    | 85,511  |      | $
|Less: Dividends designated to prior year       |      |  |      | (21,131 | )    |  
|Plus: Dividends designated from following year |      |  |      | 21,516  |      |  
|Less: Portion designated return of capital     |      |  |      | (41,622 | )    |  
|                                               |      |  |      |         |      |  
|Dividends paid deduction                       |      |  | $    | 44,274  |      | $
|                                               |      |  |      |         |      |  

57

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

Characterization of
distributions:

The
following table characterizes distributions paid per common share for the years ended
December 31, 2004, 2003 and 2002:

|                               | 2004   |         | 2003 |        | 2002   |        
|------------------------------ | ------ | ------- | ---- | ------ | ------ | -------
|                               |        |        
|                               | Amount |         | %    |        | Amount |        
|                               |        |        
|Ordinary income                |        | $0.6380 |      | 33.18  | %      | $0.3888
|Return of Capital              |        | 1.1707  |      | 60.87  |        | 1.5344 
|Capital gains                  |        | 0.0000  |      | 0.00   |        | 0.0000 
|Unrecaptured Section 1250 gain |        | 0.1145  |      | 5.95   |        | 0.0000 
|                               |        |         |      |        |        |        
|                               |        | $1.9232 |      | 100.00 | %      | $1.9232
|                               |        |         |      |        |        |        

The
following table characterizes distributions paid per Series B preferred share for the
years ended December 31, 2004, 2003 and 2002:

|                               | 2004   |         | 2003 |        | 2002   |        
|------------------------------ | ------ | ------- | ---- | ------ | ------ | -------
|                               |        |        
|                               | Amount |         | %    |        | Amount |        
|                               |        |        
|Ordinary income                |        | $0.3104 |      | 84.79  | %      | $2.3125
|Return of Capital              |        | 0.0000  |      | 0.00   |        | 0.0000 
|Capital gains                  |        | 0.0000  |      | 0.00   |        | 0.0000 
|Unrecaptured Section 1250 gain |        | 0.0557  |      | 15.21  |        | 0.0000 
|                               |        |         |      |        |        |        
|                               |        | $0.3661 |      | 100.00 | %      | $2.3125
|                               |        |         |      |        |        |        

The
following table characterizes distributions paid per Series F preferred share for the
years ended December 31, 2004 and 2003:

|                               | 2004   |         | 2003 |       
|------------------------------ | ------ | ------- | ---- | ------
|                               |        |        
|                               | Amount |         | %    |       
|                               |        |        
|Ordinary income                |        | $1.8548 |      | 84.79 
|Return of Capital              |        | 0.0000  |      | 0.00  
|Capital gains                  |        | 0.0000  |      | 0.00  
|Unrecaptured Section 1250 gain |        | 0.3328  |      | 15.21 
|                               |        |         |      |       
|                               |        | $2.1876 |      | 100.00
|                               |        |         |      |       

The
following table characterizes distributions paid per Series G preferred share for the year
ended December 31, 2004:

|                               | 2004   |        
|------------------------------ | ------ | -------
|                               |        |        
|                               | Amount |        
|                               |        |        
|Ordinary income                |        | $1.4687
|Return of Capital              |        | 0.0000 
|Capital gains                  |        | 0.0000 
|Unrecaptured Section 1250 gain |        | 0.2635 
|                               |        |        
|                               |        | $1.7322
|                               |        |        

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): | 2004 |  | 2003 |        | 2002 |  
|---------------------------------- | ---- |  | ---- | ------ | ---- | -
|                                  
|Investment in partnership          |      |  | $    | (1     | )    | $
|Capitalized development costs      |      |  |      | (198   | )    |  
|Depreciation and amortization      |      |  |      | 36     |      |  
|Charitable contributions           |      |  |      | 22     |      |  
|Allowance for doubtful accounts    |      |  |      | -      |      |  
|Interest expense                   |      |  |      | 248    |      |  
|Other                              |      |  |      | (3     | )    |  
|Tax loss carryforwards, net        |      |  |      | 1,957  |      |  
|                                   |      |  |      |        |      |  
|Net deferred tax asset (liability) |      |  |      | 2,061  |      |  
|Valuation allowance                |      |  |      | (2,061 | )    |  
|                                   |      |  |      |        |      |  
|Net deferred tax asset (liability) |      |  | $    | 0      |      | $
|                                   |      |  |      |        |      |  

58

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

The
gross tax loss carryforwards total $4,893 and expire $2,731, $355, $144, $479, $623 and
$561 in 2018, 2020, 2021, 2022, 2023 and 2024, respectively.

The
income tax provision consisted of $12, $49 and $48 in 2004, 2003 and 2002, 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, $968 and $969 in 2004, 2003 and
2002, respectively. A full valuation allowance had previously been provided against the
tax loss carryforwards utilized.

In
2004, the Company continued to maintain a valuation allowance for the Companys net
deferred tax assets, which consisted primarily of tax loss carryforwards. 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 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 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.

|6. | 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
November 17, 1997, GRT completed a $120,000 public offering of 4,800,000 shares of 9.25%
Series B Cumulative Preferred Shares of Beneficial Interest (the Series B Preferred
Shares). On November 25, 1997, GRT sold an additional 318,000 Series B Preferred
Shares as a result of the underwriters exercising the over-allotment option granted to
them. Aggregate net proceeds of the offering were $123,072. Distributions on the Series B
Preferred Shares are payable quarterly in arrears. The Company could redeem the Series B
Preferred Shares anytime on or after November 15, 2003, at a redemption price of $25.00
per share, plus accrued and unpaid distributions. On February 27, 2004, the Company
redeemed 5,118,000 of the Series B Preferred Shares. Shareholders of record at the close
of business on February 27, 2004 received a redemption price of $25.00 per share plus an
amount equal to the dividends accrued and unpaid. The total cost to redeem the shares was
$129,824.

The
redemption of the Series B Preferred Shares resulted in a $4,878 non-cash charge as
required under Emerging Issues Task Force Topic Number D-42, The Effect on the
Calculation of Earnings Per Share for the Redemption or Induced Conversion of Preferred
Stock. This one time non-cash charge represents costs that were incurred and
recorded in Additional Paid In Capital at the time of the initial issuance of
the Series B Preferred Shares in 1997.

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 GRT Common Share. The
distribution was made on March 22, 1999, to the shareholders of record at the close of
business on that date. 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 right 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.

On
August 25, 2003, the Company completed a $60,000 public offering of 2,400,000 shares of
8.75% Series F Cumulative Preferred Shares of Beneficial Interest, par value $0.01 per
share, (the Series F Preferred Shares), 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.

59

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NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

On
February 23, 2004, the Company completed a $150,000 public offering of 6,000,000 shares of
8.125% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest. (the
Series G Preferred Shares). Aggregate net proceeds of the offering were $145.3
million. 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. The proceeds were used to redeem the Series B
Preferred Shares on February 27, 2004 and to pay down $16.9 million of the Companys
Credit Facility, which was recently drawn upon to pay off $17.0 million of subordinated
mortgage debt relating to the Companys Great Mall of the Great Plains in Olathe,
Kansas on February 9, 2004.

|7. | Derivative
Financial Instruments
|-- | --------------------------------

The
Company accounts for its derivatives and hedging activities under SFAS No. 133 as amended
by SFAS No. 138 and 149. During the year ended December 31, 2002, the Company recognized
additional other comprehensive income of $304 to adjust the carrying amount of the
interest rate swaps and caps to fair values at December 31, 2002, which includes $7,189 in
reclassifications to earnings for interest rate swap settlements during the period and
$121 in minority interest participation. During the year ended December 31, 2003, the
Company recognized additional other comprehensive income of $4,935 to adjust the carrying
amount of the interest rate swaps and caps to their fair values at December 31, 2003,
which includes $6,688 in reclassifications to earnings for interest rate swap settlements
and interest rate cap amortization during the period and $552 in minority interest
participation. During the year ended December 31, 2004, the Company recognized additional
other comprehensive income of $1,192 to adjust the carrying amount of the interest rate
swaps and caps to their fair values at December 31, 2004, which includes $1,325 in
reclassifications to earnings for interest rate swap settlements and interest rate cap
amortization during the period and $100 in minority interest participation. The interest
rate swap settlements were offset by a corresponding reduction in interest expense related
to the interest payments being hedged.

The
Company may be exposed to the risk associated with variability of interest rates that
might impact the cash flows and the results of operations of the Company. Our hedging
strategy, therefore, 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, 2004. The notional
values provide an indication of the extent of the Companys involvement in these
instruments at that time, but does not represent exposure to credit, interest rate or
market risks.

|Hedge Type      |  | Notional Value |  | InterestRate |  | Maturity      |  | Fair Value | 
|--------------- |  | -------------- |  | ------------ |  | ------------- |  | ---------- | 
|Cap - Cash Flow |  | $30,000        |  | 6.00%        |  | June 15, 2006 |  | $1         | 

On
December 31, 2004, the derivative instruments were reported at their fair value of $1 in
accounts payable and accrued expenses in the accompanying balance sheet, 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 of
$35 held in accumulated other comprehensive income will be reclassified to earnings, of
which $11 is expected to be reclassified in 2005. This reclassification will correlate
with the recognition of the hedged interest payments in earnings. There was no hedge
ineffectiveness during the year ended December 31, 2004.

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.

|8. | 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 2027. The minimum future base
rentals under non-cancelable operating leases as of December 31, 2004 are as follows:

|2005       | $   195,179
|---------- | -----------
|2006       | 174,848    
|2007       | 156,697    
|2008       | 140,008    
|2009       | 120,247    
|Thereafter | 364,831    
|           |            
|           | $1,151,810 
|           |            

60

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NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

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 increases which aggregated $614, $2,065 and $2,214 for the years ended December
31, 2004, 2003 and 2002, respectively. In 2004, 2003 and 2002, 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.

|9. | Investment
in  Unconsolidated Entities
|-- | --------------------------------------

Investment
in unconsolidated real estate entities for the period January 1, 2004 through January 4,
2004 consisted of a 50% interest in Polaris Center, LLC and a 39.29% interest in Polaris
Mall, LLC. On January 5, 2004, the Company acquired the remaining 50% joint venture
interest in Polaris Center, LLC for $10.0 million in cash and the assumption of an
existing mortgage. At the acquisition date, the Polaris Towne Center was subject to an
approximately $41.8 million mortgage which matures in 2010, bears interest at a fixed rate
of 8.20% per annum and is being repaid based on a 30-year principal amortization schedule.
On the same day, the Company also acquired the remaining 60.71% joint venture interest in
Polaris Mall, LLC for approximately $46,500, which was paid for with approximately $32,900
in cash and 594,342 OP Units valued at approximately $13,564 (based upon a five-day
average of the stock price from December 26, 2003 to January 2, 2004) and the assumption
of an existing mortgage. At the acquisition date, Polaris Fashion Place was subject to an
approximately $148.7 million mortgage which matures in 2013, bears interest at a fixed
rate of 5.24% per annum and is being repaid based on a 30-year principal amortization
schedule. As a result of the completion of these transactions, the Company has acquired
all remaining joint venture interests not previously owned by the Company. At December 31,
2003 investment in unconsolidated real estate entities consists of a 50.00% interest in
Polaris Center, LLC, and a 39.29% interest in Polaris Mall, LLC.

The
share of net income for the period January 1, 2002 through July 17, 2002, includes the
Companys 37.85% joint venture interest in Glimcher SuperMall Venture, LLC. Effective
July 18, 2002, the Company acquired the remaining 62.15% joint venture interests in
Glimcher SuperMall Venture, LLC. The share of net income from January 1, 2002 through
August 4, 2002, includes the Companys 50.00% joint venture interest in Dayton Mall
Venture, LLC. Effective August 5, 2002, the Company acquired the remaining 50.00% joint
venture interest in Dayton Mall Venture, LLC. Additionally, the share of net income for
the period January 1, 2002 through November 17, 2002 includes the Companys 20.00%
joint venture interest in SAN Mall, LLC. Effective November 18, 2002, the Company acquired
the remaining 80.00% joint venture interest in this entity. Also, the share of net income
for the period January 1, 2002 through March 5, 2003 includes the Companys 50.00%
joint venture interest in Colonial Park Mall Limited Partnership. Effective March 6, 2003,
the Company acquired the remaining 50.00% joint venture interest in this entity.
Additionally, the share of net income for the period January 1, 2002 through April 23,
2003 includes the Companys 50% joint venture interest in G & G Blaine, LLC.
Effective April 24, 2003, the Company acquired the remaining 50% joint venture interest in
this entity. Furthermore, the share of net income for the period January 1, 2002 through
August 13, 2003 included the Companys 20% joint venture interest in Charlotte
Eastland Mall, LLC. Effective August 14, 2003, the Company acquired the remaining 80%
joint venture interest in this entity. As a result, the entities mentioned above are fully
consolidated as of July 18, 2002, August 5, 2002, November 18, 2002, March 6, 2003, April
24, 2003 and August 14, 2003, respectively.

GDC
provided development, construction, leasing and legal services for a fee, to joint
ventures in which the Company has an ownership interest. GDC recognized fee income of $0,
$235, and $1,289, for services provided to the joint ventures for the year ended December
31, 2004, 2003 and 2002, respectively.

|10. | Related
Party  Transactions
|--- | ---------------------------

The
Company paid The Glimcher Company (TGC) and Corporate Flight, Inc.
(CFI), which are both wholly owned by Herbert Glimcher, $9 and $239 for the
year ended December 31, 2004, $7 and $305 for the year ended December 31, 2003 and $24 and
$499 for the year ended December 31, 2002, respectively, for the use in connection with
Company related matters, of a coach owned by TGC and an airplane owned by CFI. Herbert
Glimcher is the Chairman of the Board and was the Chief Executive Officer of the Company
through January 20, 2005. The Companys joint ventures made no payments for the year
ended December 31, 2004 and December 31, 2003, $1 and $63 for the year ended December 31,
2002. Additionally, the Company paid Triad CM (Triad), fifty percent (50%) of
which was owned by TGC, which is wholly owned by Herbert Glimcher, $137 and $1,409 for the
years ended December 31, 2003 and 2002, respectively, in connection with subcontracting
work at the Companys Properties. TGC disposed of its entire interest in Triad
effective September 2003, and therefore transactions subsequent to October 1, 2003 are not
disclosed. The joint ventures controlled by the Company or in which the Company has a
minority interest and is a passive investor paid Triad approximately $1,869 and $1,500 for
the years ended December 31, 2003 and 2002, respectively. Glimcher Development Corporation
(GDC), an entity owned by GRT, provided services to TGC for predevelopment
work on two projects in 2003 and was paid $59 for those services.

61

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NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

With
respect to the development of Polaris Fashion Place in Columbus, Ohio, pursuant to the
requirements of the Construction Loan Agreement, dated October 13, 2000, Herbert Glimcher
provided a $4,000 letter of credit (Letter of Credit) to guarantee certain
obligations of the Company under the Construction Loan Agreement. The Letter of Credit was
terminated on May 29, 2002. At December 31, 2002 the Company accrued $40 as consideration
to Herbert Glimcher for providing the Letter of Credit to the banks. Such consideration
was regarded as the equivalent of the amount a bank would charge to issue such Letter of
Credit. That fee was paid to Herbert Glimcher in March 2003.

The
Company has engaged Archer-Meek-Weiler Agency, Inc., (AMW), a company of which
Alan R. Weiler (a trustee of GRT serving a three-year term which expires in 2005) is
Chairman, as its agent for the purpose of obtaining property, liability and employee
practices liability insurance coverage. In connection with securing such insurance
coverage, AMW received net commissions of $300, $224 and $253 for the years ended December
31, 2004, 2003 and 2002, respectively.

On
January 5, 2004, GPLP completed the acquisition of the joint venture interests not
previously owned by the Company in Polaris Mall, LLC, the indirect owner of Polaris
Fashion Place, an approximately 1.6 million square foot enclosed upscale regional mall
located in Columbus, Ohio, from NP Limited Partnership (NPLP), an Ohio limited
partnership, and other parties. The Company acquired the remaining 60.7% interest in
Polaris Mall, LLC for approximately $46,500, which was paid with approximately $33,000 in
cash and the balance by the issuance of 594,342 OP Units in GPLP valued at approximately
$13,500.

On
January 5, 2004, GPLP also completed the acquisition of the joint venture interests not
previously owned by the Company in Polaris Center, LLC, the owner of Polaris Towne Center,
a 443,165 square foot town center located in Columbus, Ohio, from NPLP. The Company
acquired the remaining 50% interest in Polaris Center, LLC for approximately $10,000,
which was paid in cash.

Mr.
Weiler, his spouse and children own, in its entirety, WSS Limited Partnership, an Ohio
limited partnership (WSS). WSS directly owns OP Units of limited partnership
in GPLP. WSS also indirectly owns OP Units by virtue of its ownership
interest in NPLP. WSS also owns an interest in Star-Weiler Limited Partnership, an Ohio
limited partnership (Star-Weiler). Star Weiler owns an interest in NPLP. Mr.
Weilers children, nieces and nephews also indirectly own an interest in NPLP. In
addition, Mr. Weilers sister-in-law previously owned an interest in Polaris Mall,
LLC, which interest was acquired by GPLP on January 5, 2004.

Following
the acquisition of the joint venture interests not previously owned by the Company in
Polaris Mall, LLC and Polaris Center, LLC, NPLP and WSS continue to directly own OP Units.

On
March 31, 1999 the Company acquired a 20.0% interest in SAN Mall LLC (SAN
Mall), which owns Almeda Mall and Northwest Mall in Houston, Texas. The Company
accounted for its investment in SAN Mall under the equity method of accounting. On
February 22, 2001, Fifth Avenue, LLC (Fifth Avenue) acquired the 80.0%
ownership interest previously held by an unaffiliated third party. Fifth Avenue is wholly
owned by the daughter of Herbert Glimcher, and the sister of Michael Glimcher. Michael
Glimcher is the Companys President and as of January 20, 2005, Chief Executive
Officer. On November 18, 2002, the Company acquired the remaining 80.0% interest in SAN
Mall L.P. from Fifth Avenue for $5,500, which was paid $2,324 in cash and $3,176 in the
form of 195,149 OP Units.

The
Company provided management and leasing services to SAN Mall, LLC under an operating
agreement entered into in 1999. For the periods January 1, 2002 through November 18, 2002
and February 22, 2001 through December 31, 2001, the Company recognized fee income of $202
and $167, respectively, under such agreement. After the acquisition of the remaining
interest, management fees were no longer charged to the consolidated Properties. Total
revenues and net income of SAN Mall, LLC were $12,203 and $1,277, respectively, for the
period January 1, 2002 through November 18, 2002 and $12,441 and $2,602, respectively, for
the period February 22, 2001 through December 31, 2001.

On
May 10, 2002, the Company sold Plaza Vista Mall, a 214,000 square foot community center to
a group of private investors, which included David Glimcher, a former executive and
trustee of the Company, a son of Herbert Glimcher and a brother of Michael P. Glimcher.
The sale price was $9,937, including cash of $2,237 and the assumption of a $7,700
mortgage note payable. The Company recognized a gain of $1,194 on the sale.

A
brother of Herbert Glimcher owns a company that leases seven store locations in the
Companys Properties. Minimum Rents were $268, $268 and $266 for the years ended
December 31, 2004, 2003, and 2002, respectively.

Herbert
Glimcher has provided a loan guarantee to a private company unaffiliated with the Company
that leased space beginning on November 16, 2002 in Polaris Fashion Place.  Minimum rent was $17 and $21
for the years ended December 31, 2004 and December 31, 2003, respectively. The tenant
vacated in 2004.

62

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NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

The
Glimcher Group, owned by Robert Glimcher, a son of Herbert Glimcher and a brother of
Michael Glimcher, reimbursed the Company $10 and $8 for reimbursement of expenses for
shared space at a convention in May 2003 and May 2004, respectively. The David J. Glimcher
Co., owned by David Glimcher, reimbursed the Company $10 and $4 related to expenses for
shared space at a convention in May 2003 and May 2004, respectively.

In
the second and third quarters of 2002, Trans State Development, LLC, a wholly-owned
subsidiary of the Company, entered into certain options with an unrelated third party to
purchase land in Mason, Ohio for a proposed development of a regional mall and community
center. At the December 19, 2002 Board of Trustees meeting, the Company informed the Board
it did not intend to proceed with the development of the proposed project. Trans State
Development, LLC assigned its land options to HP Development LLC (HP) on
January 31, 2003 pursuant to the terms of an Assignment Agreement. The Assignment
Agreement provided for reimbursement by HP to Trans State Development, LLC of all costs it
had incurred to the date of the assignment in conjunction with the options. In addition,
on January 31, 2003, the Company entered into a Master Leasing Agreement with HP for the
Company to provide leasing, legal and pre-development services. Beginning in February
2003, advances were made from Ellen Glimcher, doing business as Dell Property Group, Ltd.
to HP. The Board of Trustees was unaware of these fund transfers or the involvement with
HP of Ellen Glimcher through Dell Property Group, Ltd. During the year ended December 31,
2003, HP received $471 from Dell Property Group, Ltd., of which $350 was used to make
payments to the Company for the land options and services provided under the Master
Leasing Agreement during the year ended December 31, 2003. Ellen Glimcher is the daughter
of Herbert Glimcher, and the sister of Michael Glimcher. On December 11, 2003, the Company
cancelled the Master Leasing Agreement between HP and Trans State Development, LLC and HP
assigned the land options to Trans State Development. In consideration for the assignment
of the options, Trans State Development agreed to reimburse HP Development for costs
incurred related to the project plus a $25 service fee, for a total of $696. The Board of
Trustees was unaware of the transfer of funds from Dell Property Group, Ltd. or the
involvement of Ellen Glimcher through Dell Property Group Ltd. with HP at the time the
land options were assigned to HP on January 31, 2003 or assigned to the Company on
December 11, 2003. At December 31, 2003, the Company had a payable of $696 to HP which was
paid by the Company on January 15, 2004. In February 2004, the Board of Trustees became
aware of the involvement of and funds transferred by Ellen Glimcher through Dell Property
Group Ltd. to HP. In February 2004, the Audit Committee of the Board of Trustees
considered and approved each of the past transactions as part of its determination for the
Company to proceed with the project.

|11. | Commitments
and  Contingencies
|--- | ------------------------------

The
Operating Partnership leases office space under an operating lease that had an initial
term of four years commencing on July 2003. Additionally, one of GRTs Properties is
subject to long-term ground leases where a third party owns the underlying land and has
leased the land to GRT. GRT pays rent of $14 per annum, for the use of the land and
generally is responsible for the costs and expenses associated with maintaining the
building and improvements thereto. Future minimum rental payments as of December 31, 2004
are as follows:

|           | Office Lease |         | Ground Leases |    
|---------- | ------------ | ------- | ------------- | ---
|2005       |              | $   416 |               | $12
|2006       |              | 436     |               | -  
|2007       |              | 436     |               | -  
|2008       |              | -       |               | -  
|2009       |              | -       |               | -  
|Thereafter |              | -       |               | -  
|           |              |         |               |    
|           |              | $1,288  |               | $12
|           |              |         |               |    

Office
rental  expenses  (including  miscellaneous  month-to-month  lease rentals) for the years
ended December 31, 2004, 2003 and 2002 were $371,  $572 and $593,  respectively.  Ground
lease expenses for the years ended December 31,  2004, 2003 and 2002 were $59, $59 and
$59, respectively.

The
Company had provided  guarantees in connection with the outstanding  debt of Polaris
Fashion Place.  In connection  with the development of Polaris Fashion Place,  the
Operating  Partnership  provided the lender with a completion  guarantee and an
unconditional  guarantee of payment of $60,000 (50.0% of the outstanding  obligation on
the  indebtedness on the property).  Upon  refinancing of the  construction  loan on
April 1, 2003, these guarantees were released.  In connection  with the new mortgage
loan, the Operating  Partnership  provided the lender with a guarantee  until certain
tenant  allowances are paid. The guarantee was $214 at December 31, 2004. As of December
31, 2004, no provision for losses have been provided  in connection with this guarantee,
as the Company does not expect to incur any liability.

63

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NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

At
December 31, 2004,  there were 3.5 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 OP Units shall be, at the  option of GPLP,  equal to,
(a) cash at a price equal to the fair market value of an equal number of the  Companys
Common  Shares,  (b) Common  Shares at the exchange  ratio of one share for each unit, or
(c) any combination of cash and Common Shares  (issued at fair market value on a
one-to-one  basis).  The fair value of the OP Units  outstanding at December 31, 2004 is
$98.1 million based upon a per unit value of $28.25 at December 31, 2004,  (based upon a
five-day average of the Common Stock price  from December 23, 2004 to December 30, 2004).

In
addition,  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  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.
The Company has made $8,845 in payments under this agreement through December 31, 2004.

The
Company has reserved $910 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 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.  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.

During
the fourth quarter of 2004, the Company received a subpoena for documents from the Securities
and Exchange Commission in
connection with an investigation  concerning the election by  PricewaterhouseCoopers  LLP
not to renew its engagement as the independent  accountant  for the Company  (which was
previously  reported by the Company in Forms 8-K and 8-K/A filed on June 8 and June 15,
2004,  respectively)  and a related party  transaction  involving  the  Companys  City
Park  development  project  (which  transaction was previously reported by the Company in
its Form 10-K filed on March 12, 2004). The Company is cooperating fully with the
investigation.

|12. | Share
Option Plans
|--- | ------------------

GRT
has established the 1993 Employee Share Option Plan (the 1993 Employee
Plan),  the 1993 Trustee Share Option Plan (the 1993 Trustee Plan),
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 1993 Employee Plan, the 1993
Trustee Plan, the Incentive Plan and the 2004 Plan are  collectively  referred to as the
Plans).  A maximum of 400,000 shares have been reserved for issuance  under
the 1993 Employee  Plan, a maximum of 700,000  shares have been reserved for issuance
under the 1993 Trustee Plan, a maximum of 3,000,000  shares have been reserved for
issuance under  the Incentive Plan and a maximum of 1,100,000 shares have been reserved
for issuance under the 2004 Plan.

A
summary of the status of the Companys  Plans at December 31, 2004,  2003 and 2002 and
changes during the years ending on those dates is presented  below.  Options issued under
these Plans are included under the categories  trustee  plan or employee plan, based upon
the individual to whom the option was granted, depending upon whether that individual is
an employee or a trustee.

64

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NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

|                                                                  | Options |           | 2004Weighted-AverageExercisePrice |         | Options |           | 2003Weighted-AverageExercisePrice |         | Options |           | 2002Weighted-AverageExercisePrice |        
|----------------------------------------------------------------- | ------- | --------- | --------------------------------- | ------- | ------- | --------- | --------------------------------- | ------- | ------- | --------- | --------------------------------- | -------
|Trustee Plan:                                                     |         |           |                                   |         |         |           |                                   |         |         |           |                                   |        
|Outstanding at beginning of year                                  |         | 1,156,000 |                                   | $17.525 |         | 1,241,500 |                                   | $17.526 |         | 1,207,500 |                                   | $17.343
|Granted                                                           |         | 168,000   |                                   | $25.236 |         | 121,000   |                                   | $18.930 |         | 121,000   |                                   | $17.610
|Exercised                                                         |         | (80,900   | )                                 | $17.615 |         | (206,500  | )                                 | $18.259 |         | (87,000   | )                                 | $15.087
|Forfeited                                                         |         | (60,000   | )                                 | $21.216 |         |           |                                   |         |         |           |                                   |        
|                                                                  |         |           |                                   |         |         |           |                                   |         |         |           |                                   |        
|Outstanding at end of year                                        |         | 1,183,100 |                                   | $18.454 |         | 1,156,000 |                                   | $17.525 |         | 1,241,500 |                                   | $17.526
|                                                                  |         |           |                                   |         |         |           |                                   |         |         |           |                                   |        
|                                                                 
|Employee Plan:                                                    |         |           |                                   |         |         |           |                                   |         |         |           |                                   |        
|Outstanding at beginning of year                                  |         | 1,079,226 |                                   | $16.950 |         | 1,033,767 |                                   | $16.951 |         | 1,386,023 |                                   | $16.945
|Granted                                                           |         | 391,178   |                                   | $25.236 |         | 325,000   |                                   | $18.930 |         | 278,250   |                                   | $17.662
|Exercised                                                         |         | (422,982  | )                                 | $17.335 |         | (207,032  | )                                 | $14.811 |         | (515,467  | )                                 | $14.439
|Forfeited                                                         |         | (101,951  | )                                 | $20.865 |         | (72,509   | )                                 | $17.293 |         | (115,039  | )                                 | $15.456
|                                                                  |         |           |                                   |         |         |           |                                   |         |         |           |                                   |        
|Outstanding at end of year                                        |         | 945,471   |                                   | $21.304 |         | 1,079,226 |                                   | $16.950 |         | 1,033,767 |                                   | $16.951
|                                                                  |         |           |                                   |         |         |           |                                   |         |         |           |                                   |        
|                                                                 
|Options exercisable at year-end under    the Trustee Plan         |         | 933,100   |                                   |         |         | 964,330   |                                   |         |         | 1,066,500 |                                  
|Options exercisable at year-end under    the Employee Plan        |         | 328,304   |                                   |         |         | 555,007   |                                   |         |         | 560,307   |                                  
|Weighted-average fair value of options    granted during the year |         | $1.2663   |                                   |         |         | $0.4560   |                                   |         |         | $0.3341   |                                  

The
fair value of each option grant was estimated on the date of the grant using the
Black-Scholes options pricing model with the following assumptions: weighted average risk
free interest rates used in 2004, 2003 and 2002 were 5.6%, 6.2% and 6.3%, respectively.
Expected average lives of five years, annual dividend rates of $1.9232 and weighted
average volatility of 12.2%, 11.8% and 12.0% in 2004, 2003 and 2002, respectively.

The
following table summarizes information regarding the options outstanding at December 31,
2004 under the Companys plans:

|Options Outstanding     |  | Options Exercisable                   | 
|----------------------- |  | ------------------------------------- | 
|Range ofExercise Prices |  | NumberOutstanding atDecember 31, 2004 | 
|                       
|Trustee Plan:           |  |                                       | 
|$20.250                 |  | 500                                   | 
|$17.000                 |  | 45,178                                | 
|$18.750 - $20.750       |  | 266,348                               | 
|$20.500                 |  | 97,622                                | 
|$15.000                 |  | 266,334                               | 
|$12.280                 |  | 72,857                                | 
|$14.750                 |  | 74,221                                | 
|$17.610                 |  | 100,322                               | 
|$18.930 - $22.360       |  | 100,718                               | 
|$19.560 - $26.690       |  | 159,000                               | 
|                        |  |                                       | 
|$12.280 - $26.690       |  | 1,183,100                             | 
|                        |  |                                       | 
|                       
|Employee Plan:          | 
|$20.500                 |  | 101,000                               | 
|$15.000                 |  | 2,500                                 | 
|$12.280                 |  | 5,135                                 | 
|$14.750                 |  | 77,139                                | 
|$17.610                 |  | 139,521                               | 
|$18.930 - $22.360       |  | 255,426                               | 
|$19.560 - $26.690       |  | 364,750                               | 
|                        |  |                                       | 
|$12.280 - $26.690       |  | 945,471                               | 
|                        |  |                                       | 

65

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

All
options granted under the employee plan and options under the trustee plan, except those
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, 21,000 and
21,000 shares granted under the trustee plan in 2004, 2003 and 2002, respectively.

|13. | 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. Participants salary deferrals up to a
maximum of 4.0% of qualified compensation were matched at 50.0% for the three years ending
December 31, 2004. The Company contributed $228, $190 and $262 to the plan in 2004, 2003
and 2002, respectively. Effective February 1, 2005, participants salary deferrals up
to a maximum of 6% of qualified compensation will be matched at 50.0%.

|14. | 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, 2004,
2,100,000 Shares were authorized of which 228,243 Shares have been issued.

|15. | 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, |          
|-------------------------------------- | -------------------------------- | ---------
|                                       | 2004                             |          
|                                       | Income                           |          
|Basic EPS                              |                                  |          
|Income from continuing operations      |                                  | $ 27,533 
|Less: Preferred stock dividends        |                                  | (17,517  
|Preferred stock redemption             |                                  | (4,878   
|Add: Minority interest adjustments (1) |                                  | 2,209    
|                                       |                                  |          
|Income from continuing operations      |                                  | $   7,347
|                                       |                                  |          
|Discontinued operations                |                                  | 24,222   
|Less: Minority interest adjustment (1) |                                  | (2,209   
|                                       |                                  |          
|Discontinued operations                |                                  | $ 22,013 
|                                       |                                  |          
|                                      
|Diluted EPS                            |                                 
|Income from continuing operations      |                                  | $ 27,533 
|Less: Preferred stock dividends        |                                  | (17,517  
|Preferred stock redemption             |                                  | (4,878   
|Add: Minority interest                 |                                  | 2,906    
|Operating Partnership Units            |                                  |          
|Options                                |                                  |          
|                                       |                                  |          
|Income from continuing operations      |                                  | $   8,044
|                                       |                                  |          
|Discontinued operations                |                                  | $ 24,222 
|                                       |                                  |          

(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.
The number of such options was 429 thousand, 225 thousand and 904 thousand for the years
ended December 31, 2004, 2003 and 2002, respectively.

66

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

|16. | 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 4.34% to
6.63% per annum at December 31, 2004 and 3.12% to 6.77% per annum at December 31, 2003),
the fair value of GRTs mortgage notes payable is estimated at $1,353,610 and
$1,255,087 at December 31, 2004 and 2003, respectively. The fair value of the debt
instruments considers in part the credit of GRT as an entity, not just the individual entities
and Properties owned by GRT.

The
fair value of interest rate protection agreements are estimated based on amounts that GRT
would expect to receive or pay to terminate such agreements (see Note 7). Both the fair
values and carrying amounts of the interest rate protection agreements were $1 at December
31, 2004 and $(991) at December 31, 2003.

|17. | Segment
Reporting
|--- | -----------------

The
Company concentrates its business on two broad types of retail Properties, Malls and
Community Centers. Malls are generally enclosed Properties that serve a large population
base and feature department store anchors and a broad range of national retailers.
Community Center Properties are smaller retail properties, serving a neighborhood with
discount and grocery store anchors and a limited number of other retail concepts.

Selected
information about operating segments of the Company is summarized in the table below:

|                                                         | For the Year Ended December 31, 2004 | 
|-------------------------------------------------------- | ------------------------------------ | 
|                                                         | Malls                                | 
|Total revenues                                           |                                      | 
|Total operating expenses                                 |                                      | 
|                                                         |                                      | 
|Operating income (loss)                                  |                                      | 
|                                                         |                                      | 
|Equity in income (loss) of  unconsolidated entities, net |                                      | 
|                                                         |                                      | 
|Net investment in real estate                            |                                      | 
|                                                         |                                      | 
|Total assets                                             |                                      | 
|                                                         |                                      | 

|                                                  | For the Year Ended December 31, 2003 | 
|------------------------------------------------- | ------------------------------------ | 
|                                                  | Malls                                | 
|Total revenues                                    |                                      | 
|Total operating expenses                          |                                      | 
|                                                  |                                      | 
|Operating income (loss)                           |                                      | 
|                                                  |                                      | 
|Equity in income of  unconsolidated entities, net |                                      | 
|                                                  |                                      | 
|Net investment in real estate                     |                                      | 
|                                                  |                                      | 
|Total assets                                      |                                      | 
|                                                  |                                      | 
|Investment in unconsolidated entities             |                                      | 
|                                                  |                                      | 

67

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

|                                                  | For the Year Ended December 31, 2002 | 
|------------------------------------------------- | ------------------------------------ | 
|                                                  | Malls                                | 
|Total revenues                                    |                                      | 
|Total operating expenses                          |                                      | 
|                                                  |                                      | 
|Operating income (loss)                           |                                      | 
|                                                  |                                      | 
|Equity in income of  unconsolidated entities, net |                                      | 
|                                                  |                                      | 
|Net investment in real estate                     |                                      | 
|                                                  |                                      | 
|Total assets                                      |                                      | 
|                                                  |                                      | 
|Investment in unconsolidated entities             |                                      | 
|                                                  |                                      | 

|18. | Acquisitions
|--- | ------------

The
Company accounts for acquisitions under the purchase method of accounting in accordance
with SFAS No. 141, Business Combinations. The Company has finalized the
allocation of the purchase price for Properties acquired through 2004 and no material
adjustments have been made to the original allocations.

On
January 5, 2004, the Company acquired from its joint venture partners the remaining 60.7%
interest in Polaris Mall, LLC, the owner of Polaris Fashion Place, an approximately 1.6
million square foot upscale regional Mall located in Columbus, Ohio, for approximately
$46.5 million, consisting of approximately $32.9 million in cash and the balance by the
issuance of 594,342 OP Units in GPLP. The OP Units were valued at approximately $13.6
million based upon a five-day average of the stock price from December 26, 2003 to January
2, 2004. At the acquisition date, Polaris Fashion Place was subject to an approximately
$148.7 million mortgage which matures in 2013, bears interest at a fixed rate of 5.24% per
annum and is being repaid based on a 30-year principal amortization schedule.

On January 5, 2004, the Company acquired from its joint venture partner the remaining 50%
interest in Polaris Center, LLC, owner of the Polaris Towne Center, an approximately
443,000 square foot community center located in Columbus, Ohio, for approximately $10.0
million, which was entirely paid for in cash. At the acquisition date, the Polaris Towne
Center was subject to a $41.8 million mortgage which matures in 2010, bears interest at a
fixed rate of 8.20% per annum and is being repaid based on a 30-year principal
amortization schedule. The fair value of this mortgage at the acquisition date was $47.3
million. Accordingly, 50% of the mortgage acquired was adjusted to fair value. The result
was a $2.8 million fair value adjustment which is amortized to interest expense over the
life of the loan.

For
the two acquisitions listed above and the five acquisitions made during 2003, the Company
calculated the proforma results of operations as if the acquisitions occurred on January
1, 2003 (unaudited).

|                                     | 2004 |             | 2003 |            
|------------------------------------ | ---- | ----------- | ---- | -----------
|Pro forma revenues                   |      | $345,396    |      | $359,072   
|Pro forma net income                 |      | $  51,761   |      | $  23,495  
|Pro forma earnings per share-diluted |      | $      0.82 |      | $      0.67

Intangibles,
which were recorded at the acquisition date, associated with acquisitions of WestShore
Plaza Mall, Eastland Mall (Ohio), Polaris Fashion Place and Polaris Towne Center are
comprised of an asset for acquired above-market leases of $7,940, a liability for acquired
below-market leases of $17,951 and an asset for tenant relationships of $4,156. 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 weighted
average amortization period of 11.2 years. Amortization of the tenant relationship is
recorded as amortization expense on a straight-line basis over the estimated life of the
12.5 years. Net amortization for all of the acquired intangibles is an increase to net
income in the amount of $611 and $158 for the year ended December 31, 2004 and 2003,
respectively. The net book value of the above-market leases is $6,742 and $5,594 as of
December 31, 2004 and 2003, 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 $15,655 and $12,070 as of December 31, 2004 and 2003 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 $3,827 and $0 as of
December 31, 2004 and 2003, respectively and is included in prepaid and other assets on
the consolidated balance sheet. Net amortization of these intangibles as an increase to
net income will be as follows:

68

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

|For
      the year ending December 31, 2005 |  | $ | 371   | 
|------------------------------------------- |  | - | ----- | 
|For
      the year ending December 31, 2006 |  |   | 345   | 
|For
      the year ending December 31, 2007 |  |   | 422   | 
|For
      the year ending December 31, 2008 |  |   | 495   | 
|For
      the year ending December 31, 2009 |  |   | 509   | 
|                                            |  |  
|                                            |  | $ | 2,142 | 
|                                            |  |  

A
condensed balance sheet disclosing the amount assigned to each major asset and liability
caption relating to the Polaris acquisitions made on January 5, 2004 is shown below:

|ASSETS                                                  | 
|------------------------------------------------------- | 
|                                                       
|Investment
      in real estate:                        | 
|Land                                                    | 
|Buildings,
      improvements and equipment             | 
|Developments
      in progress                          | 
|                                                        | 
|                                                        | 
|Deferred
      leasing costs, net                       | 
|Investment
      in unconsolidated real estate entities | 
|                                                        | 
|Investment
      in real estate, net                    | 
|                                                        | 
|                                                       
|Restricted
      cash                                   | 
|Tenant
      accounts receivable, net                   | 
|Tenant
      relationships                              | 
|Prepaid
      and other assets                          | 
|                                                        | 
|                                                        | 
|                                                        | 
|                                                       
|LIABILITIES                                             | 
|                                                       
|Mortgage
      notes payable                            | 
|Accounts
      payable and accrued expenses             | 
|Above-below
      market leases, net                    | 
|                                                        | 
|                                                        | 
|                                                        | 
|                                                       
|SHAREHOLDERS
      EQUITY & OTHER                      | 
|                                                       
|Minority
      interest in operating partnership        | 
|Additional
      paid in capital                        | 
|                                                        | 
|                                                        | 
|                                                        | 

|19. | Discontinued
Operations
|--- | -----------------------

During
2004, the Company sold twenty-nine Community Centers for $113,349 and reflected one
Community Center as held for sale. The Company reported a net gain associated with the
sale of these Community Centers of $19,769, which, in accordance with SFAS No. 144, is
reported in discontinued operations. Total revenues for discontinued operations were
$10,090, $17,576 and $45,529 for the years ended December 31, 2004, 2003 and 2002,
respectively. For segment reporting purposes, revenues and expenses of these particular
Properties would have been reported as part of Community Centers.

|20. | Subsequent
Events
|--- | -----------------

In
January of 2005, the Company entered into an employment and consulting agreement with the
Companys Chairman of the Board. In connection with certain provisions of the
agreement, the Company will recognize a $2.0 million charge during the first quarter of
2005.

|21. | Restatements
|--- | ------------

During
fiscal years 2003 and 2002, the Company increased its provision for doubtful accounts to
address the finalization of the billings for the tenants share of common area
maintenance (CAM), real estate taxes and other recoverable expenditures
incurred in prior years. Our process for recording the tenant reimbursement for CAM, real
estate taxes and recoverable expenditures was evaluated at that time and improvements were
made to the process to reduce the risk of significant adjustments in future periods. Based
upon their significance, we have determined that these charges should have reduced the
tenant reimbursement revenue recognized in prior years.

69

---

NOTES  TO
CONSOLIDATED FINANCIAL STATEMENTS  continued(dollars in thousands,  except
share and unit amounts)

Accordingly,
the Company is restating its previously issued financial statements for the fiscal years
December 31, 2001 through 2003 to correct the timing by reflecting the adjustments as
reduction to tenant reimbursement revenue recognized in prior years. The restatement
increases net income by $9.1 million ($0.26 per diluted share) for the year ended December
31, 2003, and decreases net income by $2.7 million ($0.08 per diluted share) and $6.4
million ($0.23 per diluted share) for the years ended December 31, 2002 and 2001,
respectively.

The
Company did not amend its Annual Report on Form 10-K or Quarterly Reports on Form 10-Q for
the periods affected by the restatement, and the financial statements and related
financial information contained in such reports should no longer be relied upon. The
Company previously disclosed its intention to restate its financial statements for such
periods in a Form 8-K filed with the Securities & Exchange Commission
on February 22, 2005.

All
referenced amounts in this Annual Report for prior periods and prior period comparisons
reflect the balances and amounts on a restated basis.

|22. | Interim
Financial Information (unaudited)
|--- | -----------------------------------------

|Year
      Ended December 31, 2004                                    |  | First
      Quarter |  | Second
      Quarter |   | Third
      Quarter |  | Fourth
      Quarter | 
|--------------------------------------------------------------------- |  | ------------------- |  | -------------------- | - | ------------------- |  | -------------------- | 
|                                                                     
|Total
      revenues                                                  |  | $84,775             |  | $85,844              |   | $83,541             |  | $90,929              | 
|Total
      revenues as previously reported                           |  | $84,839             |  | $85,865              |   | $84,147             |  | $90,929              | 
|Operating
      income                                                |  | $29,450             |  | $29,680              |   | $29,645             |  | $35,016              | 
|Operating
      income as previously reported                         |  | $29,333             |  | $29,571              |   | $29,598             |  | $35,016              | 
|Net
      income                                                      |  | $10,077             |  | $  6,912             |   | $24,663             |  | $10,103              | 
|Net
      income available to common shareholders                     |  | $     760           |  | $  2,553             |   | $20,303             |  | $  5,744             | 
|Earnings
      per share (diluted)                                    |  | $    0.02           |  | $    0.07            |   | $    0.56           |  | $    0.16            | 
|                                                                     
|Year
      Ended December 31, 2003 (as restated)                      |  | First
      Quarter |  | Second
      Quarter |   | Third
      Quarter |  | Fourth
      Quarter | 
|                                                                     
|Total
      revenues                                                  |  | $73,530             |  | $66,863              |   | $72,188             |  | $88,149              | 
|Total
      revenues as previously reported                           |  | $74,072             |  | $66,876              |   | $72,279             |  | $93,063              | 
|Operating
      income restated                                       |  | $29,391             |  | $19,116              |   | $24,965             |  | $33,959              | 
|Operating
      income as previously reported                         |  | $23,917             |  | $15,398              |   | $24,943             |  | $36,958              | 
|Net
      income restated                                             |  | $10,496             |  | $  3,239             |   | $  6,450            |  | $12,776              | 
|Net
      income as previously reported                               |  | $  5,564            |  | $    (968            | ) | $  6,450            |  | $12,776              | 
|Net
      income available to common shareholders restated            |  | $  7,538            |  | $     280            |   | $  2,953            |  | $  8,502             | 
|Net
      income available to common shareholders previously reported |  | $  2,606            |  | $ (3,927             | ) | $  2,953            |  | $  8,502             | 
|Earnings
      per share (diluted) restated                           |  | $    0.22           |  | $    0.01            |   | $    0.08           |  | $    0.24            | 
|Earnings
      per share (diluted) as previously reported             |  | $    0.08           |  | $   (0.11            | ) | $    0.08           |  | $    0.24            | 

Total
revenues and operating income for 2004 and 2003 are restated to reflect SFAS 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.  The differences between revenues and revenues previously reported in interim
financial statements in 2004 relate to reclassification of recovery adjustments and
changes in property classification from continuing to  discontinuing operations.
Differences in 2003 amounts from the amounts previously reported relate to changes of
property classifications from discontinuing operations and the restatement as discussed
in Note 21.

|23. | Allowance
for Doubtful Accounts
|--- | -------------------------------

|                                                                     | Balance atbeginning ofyear |        | (1)Chargedto expense |        | Deductions |        | Balance atend of year |       
|-------------------------------------------------------------------- | -------------------------- | ------ | -------------------- | ------ | ---------- | ------ | --------------------- | ------
|Year ended December 31, 2004-
       Allowance for doubtful accounts |                            | $7,972 |                      | $5,895 |            | $5,322 |                       | $8,545
|                                                                    
|Year ended December 31, 2003-
       Allowance for doubtful accounts |                            | $3,553 |                      | $7,397 |            | $2,978 |                       | $7,972
|                                                                    
|Year ended December 31, 2002-
       Allowance for doubtful accounts |                            | $3,416 |                      | $3,497 |            | $3,360 |                       | $3,553

|(1) | Amounts
charged to expense and deductions for 2003 and 2002 are restated to reflect the impact of
SFAS No. 144 and for the restatement as discussed in Note 21.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

70

---

GLIMCHER REALTY
TRUSTSCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATIONas of December 31, 2004
(dollars in thousands)

|                                                   |  |                  |  | Initial Cost  |  | Costs Capitalized Subsequent to Acquisition |  | Gross Amounts at Which Carried at Close of Period | 
|-------------------------------------------------- |  | ---------------- |  | ------------- |  | ------------------------------------------- |  | ------------------------------------------------- | 
|Description and Location of Property               |  | Encumbrances [d] |  | Land          |  | Buildings and Improvements [a]              |  | Improvements                                      | 
|                                                  
|MALL PROPERTIES                                    |  |                  |  |               |  |                                             |  |                                                   | 
|                                                  
|Almeda Mall      Houston, TX                       |  | (f)              |  | $       6,859 |  | $     16,034                                |  | $        450                                      | 
|Ashland Town Center      Ashland, KY               |  | 25,770           |  | 3,866         |  | 21,454                                      |  | 8,321                                             | 
|Colonial Park Mall      Harrisburg, PA             |  | 33,459           |  | 9,765         |  | 43,770                                      |  | -                                                 | 
|Dayton Mall      Dayton, OH                        |  | 57,481           |  | 9,068         |  | 90,676                                      |  | -                                                 | 
|Eastland Mall      Charlotte, NC                   |  | 45,292           |  | 5,357         |  | 47,860                                      |  | 109                                               | 
|Eastland Mall      Columbus, OH                    |  | 24,000           |  | 12,570        |  | 17,794                                      |  | 399                                               | 
|Grand Central Mall      Parkersburg/Vienna, WV     |  | 49,276           |  | 3,960         |  | 41,136                                      |  | 31,050                                            | 
|Great Mall of the Great Plains      Olathe, KS     |  | 30,000           |  | 15,646        |  | 101,790                                     |  | 9,035                                             | 
|Indian Mound Mall      Newark/Heath, OH            |  | (g)              |  | 892           |  | 19,497                                      |  | 11,830                                            | 
|Jersey Gardens Mall      Elizabeth, NJ             |  | 163,827          |  | 32,498        |  | 206,478                                     |  | 17,102                                            | 
|Lloyd Center Mall      Portland, OR                |  | 137,285          |  | 47,737        |  | 115,219                                     |  | 16,349                                            | 
|The Mall at Fairfield Commons      Beavercreek, OH |  | 112,423          |  | 5,438         |  | 102,914                                     |  | 12,055                                            | 
|The Mall at Johnson City      Johnson City, TN     |  | 39,606           |  | 4,462         |  | 39,439                                      |  | 2,833                                             | 
|Montgomery Mall      Montgomery, AL                |  | 44,257           |  | 10,382        |  | 60,311                                      |  | 2,266                                             | 
|Morgantown Mall      Morgantown, WV                |  | (h)              |  | 1,273         |  | 40,484                                      |  | 2,741                                             | 
|New Towne Mall      New Philadelphia, OH           |  | (g)              |  | 1,190         |  | 23,475                                      |  | 6,923                                             | 
|Northtown Mall      Blaine, MN                     |  | (g)              |  | 13,264        |  | 40,988                                      |  | 10,059                                            | 
|Northwest Mall      Houston, TX                    |  | (f)              |  | 9,114         |  | 12,820                                      |  | -                                                 | 
|Polaris Fashion Place      Columbus, OH            |  | 146,631          |  |               |  |                                             |  | 205,938                                           | 
|River Valley Mall      Lancaster, OH               |  | (g)              |  | 875           |  | 26,910                                      |  | 18,238                                            | 

71

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GLIMCHER REALTY
TRUSTSCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATIONas of December 31, 2004
(dollars in thousands)

|                                                  |  |                  |  | Initial Cost  |  | Costs Capitalized Subsequent to Acquisition |  | Gross Amounts at Which Carried at Close of Period |  
|------------------------------------------------- |  | ---------------- |  | ------------- |  | ------------------------------------------- |  | ------------------------------------------------- | -
|Description and Location of Property              |  | Encumbrances [d] |  | Land          |  | Buildings and Improvements [a]              |  | Improvements                                      |  
|                                                 
|Southside Mall      Oneonta, NY                   |  | $    7,638       |  | $       1,194 |  | $     10,643                                |  | $     2,980                                       |  
|Supermall of Great NW      Auburn, WA             |  | 61,107           |  | 1,058         |  | 104,612                                     |  | -                                                 |  
|University Mall      Tampa, FL                    |  | 65,050           |  | 13,314        |  | 108,230                                     |  | 4,027                                             |  
|Weberstown Mall      Stockton, CA                 |  | 19,383           |  | 3,237         |  | 23,479                                      |  | 7,962                                             |  
|Westshore Plaza      Tampa, FL                    |  | 98,275           |  | 15,653        |  | 145,158                                     |  | 1,979                                             |  
|                                                 
|COMMUNITY CENTERS                                 | 
|                                                 
|Ayden Plaza      Ayden, NC                        |  |                  |  | 138           |  | 1,243                                       |  | 36                                                |  
|Buckhannon Plaza      Tennerton, WV               |  |                  |  | 269           |  | 2,464                                       |  | 85                                                |  
|Cumberland Crossing      Jacksboro, TN            |  |                  |  | 729           |  | 6,562                                       |  | 42                                                |  
|East Pointe Plaza      Columbia, SC               |  | 7,955            |  | 1,255         |  | 11,294                                      |  | 226                                               |  
|Knox Village Square      Mount Vernon, OH         |  | 8,968            |  | 865           |  | 8,479                                       |  | 359                                               |  
|Lowes      Marion, OH                            |  |                  |  | 626           |  | 2,454                                       |  | 1                                                 |  
|Middletown Plaza      Middletown, OH              |  |                  |  | 127           |  | 1,159                                       |  | 305                                               |  
|Morgantown Commons      Morgantown, WV            |  | (h)              |  | 175           |  | 7,549                                       |  | 12,431                                            |  
|Newberry Square Shopping Center      Newberry, SC |  |                  |  | 594           |  | 5,355                                       |  | 63                                                |  
|Ohio River Plaza      Gallipolis, OH              |  |                  |  | 502           |  | 6,373                                       |  | 203                                               |  
|Pea Ridge Shopping Center      Huntington, WV     |  |                  |  | 687           |  | 6,160                                       |  | 644                                               |  
|Polaris Town Center      Columbus, OH             |  | 41,387           |  |               |  |                                             |  | 58,032                                            |  
|Rhea County Shopping Center      Dayton, TN       |  |                  |  | 395           |  | 3,524                                       |  | 160                                               |  
|Roane County Plaza      Rockwood, TN              |  |                  |  | 630           |  | 5,669                                       |  | (5                                                | )

72

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GLIMCHER REALTY
TRUSTSCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATIONas of December 31, 2004
(dollars in thousands)

|                                             |  |                  |  | Initial Cost   |  | Costs Capitalized Subsequent to Acquisition |  | Gross Amounts at Which Carried at Close of Period |  
|-------------------------------------------- |  | ---------------- |  | -------------- |  | ------------------------------------------- |  | ------------------------------------------------- | -
|Description and Location of Property         |  | Encumbrances [d] |  | Land           |  | Buildings and Improvements [a]              |  | Improvements                                      |  
|                                            
|Scott Town Plaza      Bloomsburg, PA         |  | (i)              |  | $          188 |  | $       1,730                               |  | $        304                                      |  
|G&G Blaine      Blaine, MN                   |  |                  |  |                |  |                                             |  | 3,437                                             |  
|Vincennes      Vincennes, IN                 |  |                  |  | 208            |  | 1,875                                       |  | 186                                               |  
|                                            
|CORPORATE ASSETS                             | 
|                                            
|Glimcher Properties Limited      Partnership |  |                  |  | -              |  | 1,780                                       |  | 11,088                                            |  
|Lloyd Ice Rink      OEC                      |  |                  |  |                |  | -                                           |  | 58                                                |  
|University Mall Theater      OEC             |  |                  |  | -              |  | -                                           |  | 478                                               |  
|                                             |  |                  |  |                |  |                                             |  |                                                   |  
|                                             |  |                  |  | $236,060       |  | $1,534,841                                  |  | $ 460,779                                         |  
|                                             |  |                  |  |                |  |                                             |  |                                                   |  
|                                            
|DEVELOPMENTS IN PROGRESS                     | 
|                                            
|Georgesville Square      Columbus, OH        |  |                  |  |                |  |                                             |  | $        713                                      |  
|Trans State Development                      |  |                  |  |                |  |                                             |  | 2,851                                             |  
|Jersey Gardens Center      Elizabeth , NJ    |  |                  |  | 1,937          |  | 4,561                                       |  | (1,129                                            | )
|Meadowview Square      Kent, OH              |  |                  |  |                |  |                                             |  | 1,640                                             |  
|Other Developments                           |  |                  |  | -              |  | -                                           |  | 10,609                                            |  
|                                             |  |                  |  |                |  |                                             |  |                                                   |  
|                                             |  |                  |  | 1,937          |  | 4,561                                       |  | 14,684                                            |  
|                                             |  |                  |  |                |  |                                             |  |                                                   |  
|Total                                        |  |                  |  | $   237,997    |  | $1,539,402                                  |  | $ 475,463                                         |  
|                                             |  |                  |  |                |  |                                             |  |                                                   |  

73

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GLIMCHER REALTY
TRUSTNOTES 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 and buildings, improvements and equipment for federal
income tax purposes is approximately $2,365,944.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Reconciliation
of Real Estate | 
| | --- | ----------------------------- | 

|                             | Year Ended December 31, |           
|---------------------------- | ----------------------- | ----------
|                             | 2004                    |           
|Balance at beginning of year |                         | $2,092,202
|Additions:                   |                        
|Improvements                 |                         | 32,684    
|Acquisitions                 |                         | 261,036   
|Deductions                   |                         | (135,282  
|                             |                         |           
|Balance at close of year     |                         | $2,250,640
|                             |                         |           

Reconciliation of
Accumulated Depreciation

|                               | Year Ended December 31, |         
|------------------------------ | ----------------------- | --------
|                               | 2004                    |         
|Balance at beginning of year   |                         | $394,870
|Depreciation expense and other |                         | 95,463  
|Deductions                     |                         | (54,512 
|                               |                         |         
|Balance at close of year       |                         | $435,821
|                               |                         |         

| | (d) | See
description of debt in Notes 3 and 4 of Notes to consolidated financial statements.
| | --- | ---------------------------------------------------------------------------------------

| | (e) | Depreciation
is computed based upon the following estimated lives:     Buildings and improvements-40
years; equipment and fixtures-five to ten years.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | Properties
cross-collateralize the following loan:     SAN Mall,
L.P...........................................................................................................................................
   $33,985
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | Properties
cross-collateralize the Credit Facility with a consortium of banks of up to $150,000.
| | --- | ------------------------------------------------------------------------------------------------

| | (h) | Properties
cross-collateralize the following loan:     Morgantown Mall Associates Limited
Partnership...................................................................................   $54,227
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | Properties
were held for sale at December 31, 2004.
| | --- | ---------------------------------------------------

74