UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-12482
GLIMCHER REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 31-1390518
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 EAST GAY STREET 43215
COLUMBUS, OHIO (Zip Code)
(Address of Principal executive offices)
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 SHARE NEW YORK STOCK EXCHANGE
8 3/4% SERIES F CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICIAL NEW YORK STOCK EXCHANGE
INTEREST, PAR VALUE $0.01 PER SHARE
8 1/8% SERIES G CUMULATIVE REDEEMABLE PREFERRED SHARES OF BENEFICAL NEW YORK STOCK EXCHANGE
INTEREST, PAR VALUE $0.01 PER SHARE
_____________________________________
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 8, 2004, there were 35,091,075 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, 2003, was $765,840,589.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2003 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 7, 2004 are incorporated by reference into Part III of this Report.
1 of 81 pages
TABLE OF CONTENTS
FORM
10-K
REPORT
ITEM NO. PAGE
-------- ----
PART I
1. Business.................................................................................... 3
2. Properties.................................................................................. 6
3. Legal Proceedings........................................................................... 14
4. Submission of Matters to a Vote of Security Holders......................................... 15
PART II
5. Market for Registrant's Common Equity and Related Shareholder Matters....................... 15
6. Selected Financial Data..................................................................... 16
7. Management's Discussion and Analysis of Financial Condition and Results of Operations....... 17
7A. Quantitative and Qualitative Disclosures About Market Risk.................................. 36
8. Financial Statements and Supplementary Data................................................. 36
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........ 36
9A. Controls and Procedures..................................................................... 36
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 Stockholder
Matters................................................................................. 37
13. Certain Relationships and Related Transactions.............................................. 38
14. Principal Accountant Fees and Services...................................................... 38
15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K............................ 38
SIGNATURES ............................................................................................ 46
2
PART I
This Form 10-K, together with other statements and information publicly
disseminated by Glimcher Realty Trust ("GRT"), 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 herein after 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 certain properties to take place; the
failure of the Company to use sale proceeds to reduce debt, the failure to
attract innovative retailers, the failure to complete planned redevelopments of
properties, the failure to close outparcel sales; the failure of the Company to
make additional investments in regional mall properties; and the failure to
fully recover tenant obligations for common area maintenance ("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 Securities and Exchange
Commission (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, 2003, GRT held a 92.2% interest in the Operating
Partnership.
At December 31, 2003, the Operating Partnership owned (i) a 49.0%
interest in Polaris Center, LLC, a Delaware limited liability company, whose
managing member, Glimcher PTC, Inc., a Delaware Corporation is a 1.0% member and
(ii) a 39.29% interest in Polaris Mall, LLC, a Delaware limited liability
company. On January 5, 2004, the Operating Partnership acquired the remaining
joint venture interests not previously owned in Polaris Center, LLC and Polaris
Mall, LLC.
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."
The Company does not engage or pay a REIT advisor. Management, leasing,
accounting, 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 and community shopping centers. The Company concentrates its business on
two broad types of retail properties, Malls and Community Centers. At December
31, 2003, the Properties consisted of 25 Malls containing an aggregate of 21.8
million square feet of gross leasable area ("GLA") (1.6 million square feet of
GLA was owned in joint ventures) and 45 Community Centers (including four single
tenant retail properties) containing an aggregate of 5.2 million square feet of
GLA (443,000 square feet of GLA was owned in a joint venture).
3
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 standard definition determined by the
International Council of Shopping Centers ("ICSC") as the industry standard. All
tenant spaces less than 20,000 square feet and outlots are considered to be
stores. The Company computes occupancy on an economic basis, which means only
those spaces where the tenant is open or paying rent are considered as occupied.
As of December 31, 2003, the occupancy rate for all of the Properties
was 89.8% of GLA, of which 77.0%, 5.3% and 7.5% of GLA was leased 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, 2003, the Properties had annualized minimum rents of
$224.0 million. Approximately 77.5%, 9.3% and 13.1% of the annualized minimum
rents of the Properties as of December 31, 2003 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, 2003 (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,
Lord & Taylor, 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, Barnes & Noble, Bath &
Body Works, The Disney Store, Finish Line, Footlocker, Gap, Hallmark, Kay
Jewelers, Lerner New York, The Limited, Limited Express, 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 226,000 square feet of GLA and approximately 30 stores. The Malls
also have additional restaurants and retail businesses such as Red Lobster, Best
Buy and Pier One located along the perimeter of the parking areas.
As of December 31, 2003, the Malls accounted for 80.6% of the total
GLA, 88.6% of the aggregate annualized minimum rents of the Properties and had
an overall occupancy rate of 92.7%.
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, Kmart and Wal-Mart and supermarkets such
as Food Lion, Kroger and Winn-Dixie. Many of the Community Centers have retail
businesses including Hobby Lobby and OfficeMax or restaurants including
Applebee's, Burger King, Lone Star, McDonald's, Starbucks and Wendy's located
along the perimeter of the parking areas.
As of December 31, 2003, the Community Centers accounted for 19.4% of
the total GLA, 11.4% of the aggregate annualized minimum rents of the Properties
and had an overall occupancy rate of 77.5%.
GROWTH STRATEGIES AND OPERATING POLICIES: Management of the Company
believes per share growth in both net income and funds from operations ("FFO")
is an important factor in enhancing shareholder value. The Company believes that
the presentation of FFO provides useful information to investors regarding the
Company's performance. 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) (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. 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.
4
The Company 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 the Company determine that it is no longer in the best interests of the
Company to qualify as a REIT.
The Company's acquisition strategies are to selectively acquire
strategically located properties in markets where management generally has
extensive operating experience and/or where it can capitalize on its strong
working relationships with national, regional and local retailers, to enhance
such center's operating performance through a comprehensive program of leasing,
merchandising, reconfiguration, proactive management, renovation and expansion.
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, 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 for 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, 2003, the Company had a
total-debt-to-total-market-capitalization ratio of 55.5%, based upon the closing
price of the Common Shares on the New York Stock Exchange as of December 31,
2003. 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, 2003, 84.1% 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.
EMPLOYEES: At December 31, 2003, the Company and the joint ventures, in
which the Company has an interest, had an aggregate of 516 employees, of which
163 were part-time.
5
TAX STATUS: The Company 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, the Company
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 the Company can own, including the
requirement that not more than 25.0% of the value of the total assets can be
represented by securities. If the Company 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
The Company files this Form 10-K and other GRT reports 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. The Company's reports 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. The Company's Corporate Governance Guidelines and Code of
Business Conduct and Ethics 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, 2003, the Company managed and leased a total of 70
Properties, 68 of which were wholly-owned and two of which were partially owned
in joint ventures, which remaining joint venture interests were acquired by the
Company on January 5, 2004. The Properties are located in 22 states as follows:
Ohio (17), Tennessee (7), West Virginia (7), Kentucky (6), Indiana (4), North
Carolina (4), New York (3), Pennsylvania (3), Alabama (2), Florida (2), Illinois
(2), South Carolina (2), Texas (2), California (1), Kansas (1), Michigan (1),
Minnesota (1), Nebraska (1), New Jersey (1), Oregon (1), Virginia (1) and
Washington (1).
(a) Malls
Twenty-five of the Properties are Malls and range in size from 226,000
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
SUMMARY OF MALLS AT DECEMBER 31, 2003
STORE
% OF % OF SALES PER LEASE
ANCHORS STORES TOTAL ANCHORS STORES SQUARE EXPIRATION
PROPERTY/LOCATION GLA GLA (1) GLA OCCUPIED OCCUPIED FT.(2) ANCHORS (3)
------------------------------------------------------------------------------------------------------------------------------------
COMPANY OWNED PROPERTIES:
Almeda Mall,
Houston, TX....................... 586,042 210,601 796,643 100.0 99.3 $261 Foley's (4)
JCPenney (4)
Old Navy 01/31/05
Palais Royal 12/31/09
Ross Stores 01/31/12
Ashland Town Center
Ashland, KY....................... 263,794 177,824 441,618 100.0 98.1 $328 Goody's 03/31/09
JCPenney 10/31/04
Proffitt's 01/31/10
Wal-Mart 11/10/09
Colonial Park Mall
Harrisburg, PA.................... 504,446 240,576 745,022 100.0 92.7 $314 The Bon-Ton 01/29/05
Boscov's (4)
Sears (4)
Dayton Mall, The
Dayton, OH ....................... 912,578 394,587 1,307,165 100.0 88.7 $327 DSW Shoe Warehouse 07/31/10
Elder-Beerman (4)
JCPenney 03/31/11
Lazarus (4)
Linens'N Things 01/31/17
Old Navy 07/31/06
Sears (4)
Eastland Mall ("Eastland North
Carolina")
Charlotte, NC..................... 725,720 338,885 1,064,605 100.0 84.7 $240 Belk (4)
Dillard's (4)
Ice House 07/31/05
JCPenney (4)
Sears (4)
Eastland Mall ("Eastland Ohio")
Columbus, OH...................... 606,534 333,296 939,830 100.0 77.9 $220 JCPenney 1/31/08
Lazarus (4)
Sears (4)
Grand Central Mall
Parkersburg/Vienna, WV............ 562,394 345,844 908,238 100.0 95.5 $286 Elder-Beerman (5) 01/31/33
Goody's 04/30/03
JCPenney 09/30/07
Proffitt's 03/31/18
Regal Cinemas 01/31/17
Sears 09/25/07
Steve & Berry's 01/31/11
Great Mall of the Great Plains,
The Olathe, KS.................... 397,211 413,997 811,208 83.8 73.0 $176 Burlington Coat Factory 01/31/08
Dickinson Theatres 08/13/17
Foozles 01/31/05
Group USA 08/13/07
Jeepers! 12/31/06
Linens'N Things 01/31/08
Marshalls 01/31/13
Off 5th Saks Fifth Ave
Oulet 01/24/04
VF Factory Outlet 10/31/06
7
STORE
% OF % OF SALES PER LEASE
ANCHORS STORES TOTAL ANCHORS STORES SQUARE EXPIRATION
PROPERTY/LOCATION GLA GLA (1) GLA OCCUPIED OCCUPIED FT.(2) ANCHORS (3)
------------------------------------------------------------------------------------------------------------------------------------
Indian Mound Mall
Newark/Heath, OH.................. 390,400 167,463 557,863 79.3 82.4 $272 Crown Cinema 12/31/07
Elder-Beerman 04/30/09
JCPenney 10/31/06
Lazarus 09/30/06
Sears (5) 09/23/27
Jersey Gardens
Elizabeth, NJ..................... 649,465 641,549 1,291,014 100.0 89.1 $371 Bed Bath & Beyond 01/31/10
Burlington Coat Factory 01/31/10
Cohoes Fashions 01/31/05
Daffy's 01/31/10
DSW Shoe Warehouse/
Filene's Basement 10/31/11
Gap Outlet, The 01/31/05
Group USA 12/31/08
Home Living 09/30/04
Jeepers! 01/31/10
Last Call 11/30/04
Loew's Theaters 12/31/20
Marshalls 10/31/09
Nike Factory Store 01/31/06
Off 5th Saks Fifth Ave
Outlet 10/31/14
Old Navy 03/31/05
Lloyd Center
Portland, OR...................... 737,050 703,687 1,440,737 95.5 95.6 $346 Barnes & Noble 01/31/12
Lloyd Ctr Ice Rink (7) 01/31/11
Lloyd Mall Cinemas 01/31/12
Marshalls 01/31/14
Meier & Frank 01/31/06
Nordstrom (4)
Sears (4)
Toys "R" Us 1/31/05
Mall at Fairfield Commons, The 684,284 359,945 1,044,229 100.0 97.0 $337 Elder-Beerman 10/31/13
Beavercreek/Dayton, OH............ JCPenney 10/31/08
Lazarus (5) 01/31/15
Parisian 01/31/14
Sears 10/31/08
Mall at Johnson City, The
Johnson City, TN.................. 334,605 200,523 535,128 100.0 94.6 $364 Goody's 05/31/06
JCPenney 03/31/05
Proffitt's for Her 10/31/12
Proffitt's for Men,
Kids & Home 06/30/06
Sears 03/09/06
Montgomery Mall
Montgomery, AL.................... 460,341 265,757 726,098 100.0 90.2 $185 Dillard's 01/31/06
JCPenney 04/30/05
Parisian (4)
Morgantown Mall
Morgantown, WV.................... 358,745 180,920 539,665 100.0 83.9 $299 Carmike Cinemas 10/31/05
Elder-Beerman 09/30/10
JCPenney 09/30/05
Proffitt's 03/15/11
Sears 09/30/05
New Towne Mall
New Philadelphia, OH.............. 339,231 175,533 514,764 56.6 81.5 $244 Elder-Beerman 10/31/08
JCPenney 09/30/08
Regal Cinemas 03/31/05
Sears 10/31/08
8
STORE
% OF % OF SALES PER LEASE
ANCHORS STORES TOTAL ANCHORS STORES SQUARE EXPIRATION
PROPERTY/LOCATION GLA GLA (1) GLA OCCUPIED OCCUPIED FT.(2) ANCHORS (3)
------------------------------------------------------------------------------------------------------------------------------------
Northtown Mall
Blaine, MN...................... 465,616 350,502 816,118 67.9 89.7 $360 Best Buy 01/31/10
Kohl's 08/31/08
Mervyn's California 01/31/13
Steve & Barry's 01/31/11
Northwest Mall
Houston, TX.................... 582,339 211,787 794,126 64.1 89.4 $207 Foley's (4)
OfficeMax 01/31/04
Palais Royal 12/31/09
Phil's Shoes 01/31/04
River Valley Mall
Lancaster, OH.................. 316,947 254,902 571,849 100.0 93.0 $260 Elder-Beerman 09/30/07
JCPenney 09/30/07
Lazarus 09/30/07
Regal Cinemas 12/31/04
Sears 10/31/09
Steve & Barry's 01/31/11
Southside Mall
Oneonta, NY.................... 142,719 82,896 225,615 41.5 97.1 $295 JCPenney 07/31/06
OfficeMax 12/31/12
SuperMall of the Great Northwest
Auburn, WA...................... 541,669 398,995 940,664 100.0 81.9 $235 Ann Taylor Loft 01/31/06
Bed Bath & Beyond 08/31/05
Burlington Coat
Factory 08/31/05
Gart Sports 01/31/11
Marshalls 01/31/11
Nordstrom 08/31/05
Old Navy 01/31/06
Sam's Club 05/31/19
Vision Quest 11/30/18
University Mall
Tampa, FL....................... 892,308 424,182 1,316,490 100.0 89.8 $305 Burdines - Macy's (4)
Burlington Coat
Factory (4)
Cobb Theater (7) 12/31/11
Dillard's 02/01/09
JCPenney 10/31/09
Sears (4)
Weberstown Mall
Stockton, CA.................... 602,817 242,606 845,423 100.0 95.1 $363 Barnes & Noble 01/31/09
Dillard's (4)
JCPenney 03/31/04
Sears (4)
WestShore Plaza Mall
Tampa, FL....................... 769,897 289,715 1,059,612 100.0 89.3% $402 AMC Theatres 01/31/21
---------- --------- ---------- Burdines-Macy's (4)
JCPenney 09/30/07
Old Navy 01/31/06
Saks Fifth Avenue 11/30/18
Sears 09/30/17
SUBTOTAL ........................ 12,827,152 7,406,572 20,233,724
---------- --------- ----------
MALL OWNED IN A JOINT VENTURE:(6)
Polaris Fashion Place
Columbus, OH.................... 1,088,075 491,479 1,579,554 100.0 95.6 $353 Great Indoors, The (4)
---------- --------- ---------- JCPenney (4)
Kaufmann's (4)
Lazarus (4)
Lord & Taylor (4)
Saks Fifth Avenue (4)
Sears (4)
SUBTOTAL......................... 1,088,075 491,479 1,579,554
---------- --------- ----------
TOTAL............................ 13,915,227 7,898,051 21,813,278 94.5 89.6 $305
========== ========= ==========
9
(1) Includes outparcels.
(2) Average 2003 store sales per square foot for in-line stores of less than
20,000 square feet.
(3) Lease expiration dates do not consider options to renew.
(4) The tenant owns the land and the building and operates under an operating
agreement.
(5) This is a ground lease. The Company owns the land and not the building.
(6) The Operating Partnership has an investment in this Mall of 39.29%. The
Company is responsible for management and leasing services and receives
fees for providing these services. The Operating Partnership acquired the
remaining joint venture interests not previously owned on January 5, 2004.
(7) Managed by Ohio Entertainment Corporation, a wholly owned subsidiary of
Glimcher Development Corporation.
(b) Community Centers
Forty-five of the Properties are Community Centers (including four
single tenant retail properties) ranging in size from 13,000 to 443,000 square
feet of GLA. They are located in 14 states as follows: Ohio (10), Tennessee (6),
Kentucky (5), West Virginia (5), Indiana (4), North Carolina (3), Illinois (2),
New York (2), Pennsylvania (2), South Carolina (2), Alabama (1), Michigan (1),
Nebraska (1) and Virginia (1). The location, general character and major tenant
information are set forth below.
SUMMARY OF COMMUNITY CENTERS AT DECEMBER 31, 2003
% OF % OF
ANCHORS STORES TOTAL ANCHORS STORES LEASE
PROPERTY/LOCATION GLA GLA(1) GLA OCCUPIED OCCUPIED ANCHORS EXPIRATION (2)
-------------------------------------------------------------------------------------------------------------------------
COMPANY OWNED PROPERTIES:
Artesian Square
Martinsville, IN............... 170,601 25,400 196,001 100.0 81.1 JCPenney (3) 04/30/08
Kroger 11/30/09
Wal-Mart 09/29/09
Ashland Plaza
Ashland, KY.................... 90,574 42,126 132,700 0.0 55.5 N/A N/A
Audubon Village
Henderson, KY.................. 81,922 38,927 120,849 100.0 75.0 Wal-Mart 01/31/08
Ayden Plaza
Ayden, NC...................... 21,000 11,800 32,800 100.0 84.7 Food Lion (3) 10/31/07
Bollweevil Shopping Center
Enterprise, AL................. 30,625 12,800 43,425 100.0 92.2 Winn-Dixie 05/30/04
Buckhannon Plaza
Tennerton, WV.................. 70,951 13,865 84,816 0.0 15.9 N/A N/A
Cambridge Plaza
Cambridge, OH (4).............. 79,949 15,070 95,019 0.0 100.0 N/A N/A
Canal Place Plaza
Rome, NY....................... N/A 32,800 32,800 N/A 75.6 N/A N/A
Chillicothe Plaza
Chillicothe, OH................ 89,596 7,675 97,271 100.0 100.0 Big Lots 01/31/13
Hobby Lobby 12/31/12
Clarksville Plaza
Clarksville, IN................ 94,542 18,170 112,712 100.0 49.4 Hobby Lobby 11/30/13
Rhodes Furniture 01/31/05
Corry Plaza
Corry, PA...................... 69,698 38,669 108,367 100.0 53.3 Dollar Zone 04/30/07
Tractor Supply 08/31/09
Cumberland Crossing
Jacksboro, TN.................. 100,034 44,700 144,734 28.9 2.7 Food City 12/13/10
10
% OF % OF
ANCHORS STORES TOTAL ANCHORS STORES LEASE
PROPERTY/LOCATION GLA GLA(1) GLA OCCUPIED OCCUPIED ANCHORS EXPIRATION (2)
---------------------------------------------------------------------------------------------------------------------------
East Pointe Plaza
Columbia, SC.................... 183,340 90,868 274,208 100.0 80.7 Food Lion 11/16/10
SuperPetz (3) 03/31/06
Wal-Mart 01/31/09
Grand Union Plaza
South Glens Falls, NY........... 47,797 13,487 61,284 0.0 33.4 N/A N/A
Gratiot Center
Saginaw, MI..................... 173,160 28,151 201,311 84.7 80.1 Kmart 11/30/13
Kroger 10/31/09
Hocking Valley Mall
Lancaster, OH................... 147,817 31,670 179,487 100.0 80.4 Kmart 09/30/08
Kroger 09/30/07
Kmart
Alliance, NE (5)................ 40,800 N/A 40,800 100.0 N/A Kmart 03/31/08
Knox Village Square
Mount Vernon, OH................ 173,009 34,400 207,409 100.0 93.0 Big Bear 01/29/13
JCPenney 05/31/08
Kmart 11/30/17
Liberty Plaza
Morristown, TN.................. 29,000 29,300 58,300 100.0 47.8 Food Lion 05/02/13
Logan Place
Russellville, KY................ 89,848 24,900 114,748 100.0 100.0 Houchens 11/30/08
Wal-Mart 03/31/08
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
Monroe Shopping Center
Madisonville, TN................ 64,746 28,450 93,196 42.0 70.1 Ingles 11/30/07
Morgantown Commons
Morgantown, WV.................. 200,187 30,656 230,843 79.0 73.9 OfficeMax 08/31/11
Super Kmart 02/28/21
Morgantown Plaza
Star City, WV (4)............... 74,540 28,824 103,364 0.0 75.2 N/A N/A
New Boston Mall
Portsmouth, OH.................. 84,180 44,550 128,730 100.0 94.6 Kmart 11/30/08
Newberry Square Shopping Center
Newberry, SC.................... 104,588 22,240 126,828 37.0 63.1 Winn-Dixie 12/09/07
North Horner Shopping Center
Sanford, NC..................... 22,486 17,570 40,056 0.0 88.6 N/A N/A
Ohio River Plaza
Gallipolis, OH.................. 105,857 43,136 148,993 41.4 92.6 Kroger 11/18/09
Pea Ridge Shopping Center
Huntington, WV.................. 110,192 39,860 150,052 100.0 78.7 Kmart 10/31/04
Kroger (6) 02/28/05
Prestonsburg Village Center
Prestonsburg, KY................ 134,057 41,290 175,347 100.0 85.5 Big Lots 12/31/08
Wal-Mart 09/06/05
Winn-Dixie (3) 01/30/06
11
% OF % OF
ANCHORS STORES TOTAL ANCHORS STORES LEASE
PROPERTY/LOCATION GLA GLA (1) GLA OCCUPIED OCCUPIED ANCHORS EXPIRATION (2)
------------------------------------------------------------------------------------------------------------------------------------
Rend Lake Shopping Center
Benton, IL.................... 96,913 24,470 121,383 100.0 100.0 Big John's 10/31/04
Wal-Mart 01/31/07
Rhea County Shopping
Dayton, TN.................... 71,952 40,050 112,002 100.0 63.9 Ingles 09/11/04
Wal-Mart (3) 10/08/04
Roane County Plaza
Rockwood, TN.................. 124,848 35,350 160,198 25.6 34.8 Ingles (3) 02/28/10
Scott Town Plaza
Bloomsburg, PA................ 47,334 30,300 77,634 0.0 89.8 N/A N/A
Shady Springs Plaza
Beaver, WV.................... 37,232 30,345 67,577 100.0 79.2 Kroger 09/30/08
Stewart Plaza
Mansfield, OH................. N/A 15,647 15,647 N/A 100.0 N/A N/A
Sycamore Square
Ashland City, TN.............. 75,552 27,000 102,552 100.0 88.9 Food Lion 01/20/10
Wal-Mart 11/11/08
Twin County Plaza
Galax, VA..................... 122,273 38,440 160,713 100.0 70.7 Ingles (3) 01/31/07
Magic Mart 01/31/05
Vincennes
Vincennes, IN (5)............. 108,682 N/A 108,682 100.0 N/A Charter Communications 09/30/09
Kmart 06/30/04
Walgreens
Louisville, KY................ 13,000 N/A 13,000 100.0 N/A Walgreens 01/31/05
Walgreens
New Albany, IN................ 13,000 N/A 13,000 100.0 N/A Walgreens 09/30/04
Walnut Cove
Walnut Cove, NC............... 32,000 26,450 58,450 100.0 90.9 Ingles 03/31/06
Westpark Plaza
Carbondale, IL (5)............ 31,170 24,152 55,322 100.0 92.9 Kroger 03/31/08
--------- --------- ---------
SUBTOTAL........................ 3,635,684 1,169,558 4,805,242
--------- --------- ---------
COMMUNITY CENTER OWNED IN A
JOINT VENTURE: (7)
Polaris Towne Center
Columbus, OH.................. 291,997 150,948 442,945 100.0 92.4 Barnes & Noble 01/31/15
--------- --------- --------- Best Buy 01/31/15
Jo-Ann etc. 01/31/10
Kroger 11/30/18
Linens `N Things 01/31/15
OfficeMax 09/30/14
Old Navy 01/31/10
T.J. Maxx 03/31/09
SUBTOTAL........................ 291,997 150,948 442,945
--------- --------- ---------
TOTAL........................... 3,927,681 1,320,506 5,248,187
========= ========= =========
(1) Includes outparcels.
(2) Lease expiration dates do not consider options to renew.
(3) Tenant vacated the store but continues to pay rent through lease
expiration.
(4) Property was held for sale as of December 31, 2003.
(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.
(7) The Operating Partnership has a 50.0% ownership interest in this Community
Center. The Company, as the joint venture's managing general partner, and
GDC are responsible for management and leasing services, respectively, and
receive fees for
12
providing these services. The Operating Partnership acquired the
remaining joint venture interests not previously owned by it on January
5, 2004.
Three of the Community Centers are subject to long-term ground leases
where a third party owns the underlying land and has leased the land to the
Company. The expiration dates of the ground leases (assuming the exercise by the
Company of all of its options to extend the terms of such leases) range from
2004 to 2032. The Company pays rent, ranging from $14,000 to $28,000 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,
some of the ground leases provide 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, 2003, all of the Malls and 18 of the Community Centers
owned 100.0% by the Company were encumbered by mortgages and 26 Community
Centers were unencumbered. One Mall and one Community Center owned by joint
ventures were also encumbered by mortgages. The 26 unencumbered Properties had a
net book value of $71.2 million at December 31, 2003. 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 three Malls
and eleven Community Centers.
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 three Malls and eleven Community Centers with a net book value
of $136.4 million at December 31, 2003. 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 1.50% per annum. During 2003,
the weighted average interest rate was 6.45% per annum, after giving effect to
the swap agreement. At December 31, 2003, the outstanding balance on the Credit
Facility was $80.8 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.
13
Various Mortgage Loans
The following table sets forth certain information regarding the
mortgages which encumber various properties, including those properties owned as
of December 31, 2003 by joint ventures in which the Company has less than a
100.0% interest. All of the mortgages are secured by first mortgage liens on the
Properties. The information is as of December 31, 2003 (dollars in thousands).
AT DECEMBER 31, 2003
--------------------
FIXED/ VARIABLE INTEREST LOAN ANNUAL DEBT BALLOON
ENCUMBERED PROPERTY INTEREST RATE RATE BALANCE SERVICE (1) PAYMENT MATURITY EXTENSION
----------------------------------- --------------- -------- ---------- ----------- --------- ---------- ------------
WHOLLY OWNED PROPERTIES:
$36.4 million San Mall note Fixed 8.35% $ 34,402 $ 3,322 $ 32,623 10/11/2007
Almeda Mall
Northwest Mall
$58.4 million Morgantown note Fixed 6.89% 55,005 $ 4,607 $ 50,823 9/11/2008
Morgantown Mall
Morgantown Commons
Ashland Town Center Fixed 7.25% 26,196 $ 2,342 $ 21,817 11/1/2011
Colonial Park Mall Fixed 7.73% 33,899 $ 3,089 $ 32,033 10/11/2007
Dayton Mall, The Fixed 8.27% 58,171 $ 5,555 $ 49,824 7/11/2012
Eastland Mall (North Carolina) Fixed 7.84% 45,974 $ 4,307 $ 42,323 9/11/2008
Grand Central Mall Fixed 7.18% 49,921 $ 4,268 $ 46,065 2/1/2009
Hocking Valley Mall Fixed 6.78% 4,162 $ 479 $ 3,490 2/1/2007
Jersey Gardens Fixed 5.44% 163,141 $ 9,377 $ 162,986 6/9/2004 three 1-year
Knox Village Square Fixed 7.41% 9,062 $ 773 $ 8,624 2/11/2008
Lloyd Center Fixed 5.42% 139,120 $ 9,455 $ 116,922 6/11/2013
Mall at Fairfield Commons, The Fixed 5.45% 113,874 $ 7,724 $ 92,762 11/1/2014
Mall at Johnson City, The Fixed 8.37% 39,957 $ 3,738 $ 36,981 6/1/2010
Montgomery Mall Fixed 6.79% 44,909 $ 3,732 $ 43,843 8/1/2005
Shady Springs Fixed 7.49% 2,925 $ 250 $ 2,814 7/11/2007
SuperMall of the Great Northwest Fixed 7.54% 61,804 $ 5,410 $ 49,969 2/11/2015
University Mall Fixed 7.09% 66,158 $ 5,841 $ 52,524 1/11/2013
Weberstown Mall Fixed 7.43% 19,617 $ 1,708 $ 19,033 5/1/2006
Westpark Plaza Fixed 7.49% 2,487 $ 213 $ 2,245 8/11/2011
WestShore Plaza Fixed 5.09% 99,658 $ 6,508 $ 84,824 9/9/2012
----------
Total fixed rate notes 1,070,442
----------
Artesian Square Variable 3.09% 5,000 $ 153 $ 5,000 3/1/2005 one 1-year
East Pointe Plaza Variable 3.69% 8,178 $ 534 $ 7,825 8/1/2005
Eastland Mall (Ohio) Variable 3.15% 24,000 $ 766 $ 24,000 1/1/2007
Great Mall of the Great Plains, The Variable 6.72% 42,000 $ 2,862 $ 42,000 7/9/2004
River Valley Mall Variable 5.00% 38,000 $ 1,926 $ 38,000 12/31/2004
Southside Mall Variable 3.12% 7,638 $ 242 $ 7,638 5/1/2004 two 1-year
----------
Total variable rate notes 124,816
----------
TOTAL WHOLLY OWNED PROPERTIES $1,195,258(2)
==========
JOINT VENTURE PROPERTIES: (3)
(Pro rata share)
Polaris Fashion Place Fixed 5.24% $ 58,420 $ 3,901 $ 48,808 5/11/2013
Polaris Towne Center Fixed 8.20% 20,889 $ 1,929 $ 19,272 6/1/2010
----------
TOTAL JOINT VENTURE PROPERTIES $ 79,309
==========
(1) Annual debt service for variable rate notes is calculated based on the
interest rate at December 31, 2003.
(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.
(3) The Operating Partnership acquired the remaining joint venture interests
not previously owned on January 5, 2004.
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.
14
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
2003.
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 8, 2004, the last reported
sales price of the Common Shares on the NYSE was $27.09. The following table
shows the high and low sales prices for the Common Shares on the NYSE for the
2003 and 2002 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 each of such periods.
DISTRIBUTIONS
QUARTER ENDED HIGH LOW PER SHARE
------------------ ------ ------ -------------
March 31, 2002 $19.06 $17.37 $0.4808
June 30, 2002 $20.34 $17.82 $0.4808
September 30, 2002 $19.10 $15.72 $0.4808
December 31, 2002 $18.55 $15.83 $0.4808
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
(b) Holders
The number of holders of record of the Common Shares was 1,041 as of
March 8, 2004.
(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, 2003, 2,100,000 Common Shares were authorized, of
which 204,585 Common Shares have been issued.
15
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.
SELECTED FINANCIAL DATA
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------------------------------
2003 2002 2001 2000 1999
---------- ---------- ---------- ---------- ----------
OPERATING DATA (IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS): (1)
Total revenues........................................... $ 316,877 $ 267,959 $ 248,266 $ 207,711 $ 188,743
Operating income......................................... $ 106,599 $ 99,181 $ 91,057 $ 92,668 $ 86,554
Interest expense......................................... $ 81,355 $ 86,161 $ 85,760 $ 81,668 $ 61,292
Equity in income (loss) of unconsolidated entities....... $ 2,143 $ 3,079 $ 2,040 $ 3,607 $ (4,570)
Interest income.......................................... $ 209 $ 634 $ 1,187 $ 2,341 $ 1,530
Gain (loss) gain on sales of properties.................. $ 2,156 - $ (610) $ 4,358 $ (12)
Minority interest in operating partnership............... $ 842 $ 2,334 $ 3,519 $ 2,365 $ 2,316
Income from continuing operations........................ $ 26,754 $ 14,399 $ 5,005 $ 15,026 $ 22,111
Income from continuing operations per share common
(diluted) ............................................. $ 0.42 $ 0.14 $ 0.47 $ 0.56 $ 0.82
Net income............................................... $ 23,822 $ 36,254 $ 24,700 $ 40,950 $ 41,128
Preferred stock dividends................................ $ 13,688 $ 11,833 $ 15,777 $ 22,469 $ 21,620
Net income available to common shareholders.............. $ 10,134 $ 24,421 $ 31,363 $ 18,481 $ 19,508
Per common share data: Earnings per share (diluted)...... $ 0.29 $ 0.75 $ 1.12 $ 0.78 $ 0.82
Distributions............................................ $ 1.9232 $ 1.9232 $ 1.9232 $ 1.9232 $ 1.9232
BALANCE SHEET DATA (IN THOUSANDS):
Net property and equipment............................... $1,699,007 $1,470,083 $1,549,681 $1,358,006 $1,374,965
Investment in unconsolidated real estate entities........ $ 8,827 $ 23,047 $ 48,001 $ 137,691 $ 121,777
Total assets............................................. $1,837,423 $1,632,433 $1,758,519 $1,589,545 $1,585,608
Total long term debt .................................... $1,295,058 $1,095,930 $1,246,741 $1,069,466 $1,032,229
Redeemable preferred shares.............................. $ 127,950 $ 90,000 $ 90,000
Total shareholders' equity............................... $ 441,939 $ 426,492 $ 396,525 $ 339,947 $ 365,660
OTHER DATA:
Cash provided by operating activities (in thousands)..... $ 100,597 $ 67,600 $ 101,665 $ 75,168 $ 97,120
Cash (used in) provided by investing activities
(in thousands)......................................... $ (200,229) $ 175,697 $ (57,882) $ 3,125 $ (12,621)
Cash provided by (used in) financing activities
(in thousands)......................................... $ 99,363 $ (240,697) $ (40,488) $ (81,918) $ (84,409)
Funds from operations (2) (in thousands)................. $ 81,357 $ 77,728 $ 102,258 $ 76,910 $ 70,720
Number of properties (3) (4) ............................ 70 73 102 111 126
Total GLA (in thousands) (3) (4) ........................ 27,061 25,716 31,121 30,518 31,883
Occupancy rate % (3) (4)................................. 89.6% 8.9% 91.7% 93.6% 94.5%
(1) Operating data for the years ended December 31, 2002, 2001, 2000 and 1999
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) (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. 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
tenant is open and/or 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 Company has an
interest and the GLA of those Properties included in the table are as
follows: 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), 2000 includes 8.2 million square
feet of GLA (9 Properties) and 1999 includes 8.6 million square feet of GLA
(10 Properties).
16
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, 2003, we
owned interests in and managed 70 properties, consisting of 25 Mall Properties
and 45 Community Centers (including four single tenant retail properties)
located in 22 states. The Properties contain an aggregate of approximately 27.1
million square feet of GLA of which approximately 89.8% was occupied at December
31, 2003.
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 re-deploy 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
- 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. Our
goal is to have our Mall Properties eventually comprise over 90% of our
annualized minimum rents. As of December 31, 2003, the Mall Properties comprise
89% of our annualized minimum rents. 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.
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,
17
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 use of estimates. Percentage rents, tenant reimbursements and the
component of other revenue associated with outparcel sales include estimates.
The tenant reimbursement estimates are discussed in the accounts receivable
section below.
Percentage Rents
The recognition of percentage rents income 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 rent due.
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
Estimates are used to establish cost reimbursements from tenants for
common area maintenance, real estate tax and insurance tenant accounts
receivable, and for accounts receivable reserves. Leases are not uniform in
dealing with such cost reimbursements and variations in computations between
Properties and tenants exists. 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,
common area maintenance and insurance for each of its Properties by comparing
actual recoveries versus actual expenses and any actual write-offs. Based on its
analysis, the Company may record an additional amount in its allowance for
doubtful accounts related to these items. 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 realized from cash
receipts in subsequent periods. The Company reviews specific tenant balances; if
the financial condition of the Company's tenants deteriorates as a result of
operating difficulties or tenants operating under bankruptcy protection,
additional provisions may be required.
Investment in Real Estate
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 geography in which
the Property operates. Differences in the amount attributed to the intangible
assets can be
18
significant based upon the assumptions made in calculating these estimates. The
Company evaluates the recoverability of its investments in real estate assets to
be held and used 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.
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.
The determination of whether specific assets are classified as held for sale or
maintained as operating assets which continue to be depreciated, reflects
management's judgment and future intent with respect to the Properties.
Depreciation expense for real estate assets is computed using the
straight-line method over the estimated useful lives of the assets: forty years
for 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 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
$(1.0) million and $(7.0) million at December 31, 2003 and 2002, respectively.
FUNDS FROM OPERATIONS
The Company's consolidated financial statements have been prepared in
accordance with GAAP. The Company has also indicated that FFO is a key measure
of financial performance. FFO is an important and widely used financial measure
of operating performance in its industry, which the Company believes provides
important information to investors and a relevant basis for comparison among
REITs.
Management believes that FFO is an appropriate and valuable measure of
the Company's operating performance because real estate generally appreciates
over time or maintains a residual value to a much greater extent than personal
property and, accordingly, reductions for real estate depreciation and
amortization charges are not meaningful in evaluating the operating results of
the Properties.
FFO, 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 generated from
operating activities in accordance with GAAP and is not necessarily indicative
of cash available to fund cash needs. FFO should not be considered as an
alternative to net income as the primary indicator of the Company's operating
performance or as an alternative to cash flow as a measure of liquidity. The
Company's FFO may not be directly comparable to similarly titled measures
reported by other real estate investment trusts.
19
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, 2003, 2002 and 2001 (in thousands):
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
2003 2002 2001
---- ---- ----
Net income available to common shareholders ............................. $ 10,134 $ 24,421 $ 31,363
Add back (less):
Real estate depreciation and amortization .......................... 64,688 59,547 57,156
Share of joint venture real estate depreciation and amortization ... 3,936 7,182 9,494
Minority interest in operating partnership ......................... 842 2,334 3,519
Discontinued operations: Loss (gain) on sales of properties ........ 3,913 (15,756)
(Gain) loss on sales of properties ................................. (2,156) 610
Cumulative effect of accounting change ............................. 116
-------- -------- --------
Funds from operations ................................................... $ 81,357 $ 77,728 $102,258
======== ======== ========
FFO increased by 4.7% or $3.6 million for the year ended December 31,
2003 from December 31, 2002. This increase can be attributed to an increase in
net income from continuing operations. The year ended December 31, 2003 includes
Colonial Park Mall, G & G Blaine and Eastland North Carolina as consolidated
Properties beginning March 6, 2003, April 24, 2003 and August 14, 2003,
respectively. During 2002 these three Properties were unconsolidated joint
ventures. Also during 2003 the Company acquired WestShore Plaza and Eastland
Ohio on August 27, 2003 and December 22, 2003, respectively. On August 25, 2003
the Company completed a $60 million Series F cumulative preferred offering. The
proceeds from this offering were used to fund the WestShore Plaza acquisition
and pay down the existing line of credit. As a result, preferred share dividends
increased by $1.9 million. The net impact of the above transactions was to
increase net income and to increase FFO.
RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED
DECEMBER 31, 2002
Revenues
Total revenues increased 18.3%, or $48.9 million, for the year ended
December 31, 2003. Of the $48.9 million increase, $48.8 million was the result
of increased revenues at the Malls (including a $41.0 million increase resulting
from the acquisition of six Malls previously reflected as owned by joint
ventures in which the Company was a joint venturer and $7.4 million increase
from the WestShore Plaza Mall and Eastland Ohio acquisitions). Revenues from
acquisitions for the year ended December 31, 2003 reflect the inclusion in the
consolidated financial statements of 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 and Eastland North Carolina effective
August 14, 2003, and as a result of the Company's acquisitions of WestShore
Plaza Mall effective August 27, 2003 and Eastland Ohio effective December 22,
2003.
Minimum rents
Minimum rents increased 23.0% or $35.6 million, for the year ended
December 31, 2003, of which $31.0 million is the result of acquisitions. The
increase in same center minimum rents resulted primarily from increases in
termination income.
INCREASE (DECREASE) (DOLLARS IN MILLIONS)
------------------------------------------------------
COMMUNITY PERCENT
MALLS CENTERS TOTAL TOTAL
----- ------- ----- -----
Same center .......... $ 4.1 $ 0.5 $ 4.6 3.0%
Acquisitions ......... 31.0 0.0 31.0 20.0
------- ------- ------- ----
$ 35.1 $ 0.5 $ 35.6 23.0%
======= ======= ======= ====
Tenant reimbursements
Tenant reimbursements reflect an increase of 14.8%, or $11.8 million,
for the year ended December 31, 2003. Acquisitions accounted for a $13.9 million
increase that was partially offset by reduced recovery rates for CAM, taxes and
insurance in 2003.
INCREASE (DECREASE) (DOLLARS IN MILLIONS)
----------------------------------------------------
COMMUNITY PERCENT
MALLS CENTERS TOTAL TOTAL
----- ------- ----- -----
Same center ............ $ (2.4) $ 0.3 $ (2.1) (2.6)%
Acquisitions ........... 13.9 0.0 13.9 17.4
------- ------- ------- ----
$ 11.5 $ 0.3 $ 11.8 14.8%
======= ======= ======= ====
20
Other revenues
The $400,000 increase in other revenues is a result of a $3.4 million
increase in temporary tenant income and a $1.9 million increase in miscellaneous
income partially offset by a $3.2 million reduction in management fee income
resulting from the Company's acquisition of third party joint venture interests
and a $1.8 million decrease in outparcel sales.
Expenses
Total expenses increased 24.6%, or $41.5 million, for the year ended
December 31, 2003. Real estate taxes and property operating expenses increased
$19.5 million, depreciation and amortization increased $10.8 million and
provision for doubtful accounts increased by $10.9 million. These increases were
partially offset by a decrease in general and administrative expenses of
$287,000.
Real estate taxes and property operating expenses
Real estate taxes and property operating expenses increased 22.2%, or
$19.5 million, for the year ended December 31, 2003.
INCREASE (DECREASE) (DOLLARS IN MILLIONS)
----------------------------------------------
COMMUNITY PERCENT
MALLS CENTERS TOTAL TOTAL
----- ------- ----- -----
Same center.................. $ 1.9 $0.6 $ 2.5 2.9%
Acquisitions................. 17.0 0.0 17.0 19.3
----- ---- ----- ----
$18.9 $0.6 $19.5 22.2%
===== ==== ===== ====
Provision for doubtful accounts
The provision for doubtful accounts was $17.3 million for the year
ended December 31, 2003 and $6.4 million for the corresponding period in 2002.
In 2003, the Company increased its provision for doubtful accounts by
$10.9 million. The increase includes a provision attributable to prior year
estimated tenant recoveries for CAM, real estate taxes and insurance at the
Company's Properties of $10.0 million for the year ended December 31, 2003, an
increase of $7.5 million. The Company's policy is to record the estimated
recovery as an accounts receivable monthly throughout the year and true-up the
recorded receivable upon completion of the true-up calculation. In addition, the
Company established reserves in the second quarter for past due receivables owed
by bankrupt companies and other troubled tenants for an additional $3.3 million.
Depreciation and Amortization
The $10.8 million increase in depreciation and amortization consists
primarily of $8.3 million from the consolidation of six Malls which were
previously reflected as joint ventures and a $1.8 million increase from the
WestShore Plaza Mall and Eastland Ohio acquisitions.
General and Administrative
General and administrative expense was $10.0 million and represented
3.2% of total revenues for the year ended December 31, 2003 compared to $10.3
million and 3.8% 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).
YEAR ENDED DECEMBER 31,
--------------------------------------------
2003 2002 INC. (DEC.)
---- ---- -----------
Average loan balance ......... $ 1,173,183 $ 1,150,933 $ 22,250
Average rate ................. 6.56% 6.80% (0.24)%
Total interest ............... $ 76,961 $ 78,263 $ (1,302)
Amortization of loan fees .... 4,805 7,614 (2,809)
Capitalized interest
and other (1) ................ (411) 284 (695)
----------- ----------- -----------
Interest expense ............. $ 81,355 $ 86,161 $ (4,806)
=========== =========== ===========
(1) Other consists primarily of interest costs billed to joint venture entities.
21
Equity in income (loss) of unconsolidated entities
The $936,000 decrease of equity income in unconsolidated entities
results primarily from the acquisition of joint venture interests from our joint
venture partners. These Properties were acquired between the third quarter of
2002 and the third quarter of 2003. These acquisitions resulted in a decrease of
equity income of unconsolidated entities of $644,000. Also, income decreased by
$826,000 due to increased interest expense associated with a change in long-term
debt obligations. These decreases were partially offset by increased revenue and
decreased operating expenses resulting in increased operating income of
$609,000.
Discontinued Operations
During 2003, the Company sold five Community Centers for $18.6 million
and reflected two other Community Centers, Cambridge Plaza and Morgantown Plaza
located in Cambridge, Ohio and Morgantown, West Virginia, respectively, as held
for sale. These Properties, in accordance with SFAS No. 144, are reported in
discontinued operations. The Company recorded a net loss on the sale of
discontinued operations of $3,913,000 of which $3,654,000 is associated with
current year dispositions and $259,000, which relates to Properties that were
disposed of prior to 2003. Total revenues (in thousands) for these assets were
$1,426, $3,541, and $3,920 for the years ended December 31, 2003, 2002 and 2001
respectively. For segment reporting purposes, revenues and expenses, including
interest expense, would have been reported as part of Community Centers.
RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED
DECEMBER 31, 2001
Revenues
Total revenues increased 7.9%, or $19.7 million, for the year ended
December 31, 2002. Of the $19.7 million increase, $22.9 million was the result
of increased revenues at the Malls (including a $25.2 million increase from
acquisitions). The offsetting $3.2 million decrease was primarily related to a
$1.8 million decrease in revenues at the Community Centers. Acquisitions for the
year ended December 31, 2002, reflect the inclusion in the consolidated
financial statements of Jersey Gardens effective April 6, 2001, SuperMall of the
Great Northwest effective July 18, 2002, Dayton Mall effective August 5, 2002
and Almeda Mall and Northwest Mall effective November 18, 2002, as a result of
the Company's acquisition of the third party interests in the entities owning
these Properties.
Minimum rents
Minimum rents increased 6.7%, or $9.8 million, for the year ended
December 31, 2002.
INCREASE (DECREASE) (DOLLARS IN MILLIONS)
-------------------------------------------------------
COMMUNITY PERCENT
MALLS CENTERS TOTAL TOTAL
----- ------- ----- -----
Same center ....... $ (1.9) $ (3.2) $ (5.1) (3.5)%
Acquisitions ...... 14.9 0.0 14.9 10.2
------- ------ ------- -----
$ 13.0 $ (3.2) $ 9.8 6.7%
======= ====== ======= =====
The primary components of the same center Mall decline of $1.9 million
are additional rents from in-line stores of $1.9 million, a decline in
termination income of $2.0 million and a reduction of $1.6 million as a result
of anchor tenant bankruptcies. The Community Centers same center decrease of
$3.2 million is primarily related to a $2.2 million reduction as a result of
anchor tenant bankruptcies.
Tenant reimbursements
Tenant reimbursements reflect a net increase of 12.5%, or $8.9 million,
for the year ended December 31, 2002.
INCREASE (DOLLARS IN MILLIONS)
------------------------------------------------------
COMMUNITY PERCENT
MALLS CENTERS TOTAL TOTAL
----- --------- ----- -------
Same center ........ $ 0.4 $ 0.6 $ 1.0 1.4%
Acquisitions ....... 7.9 0.0 7.9 11.1
------ ------ ------- ----
$ 8.3 $ 0.6 $ 8.9 12.5%
====== ====== ======= ====
Other revenues
The $582,000 increase in other revenues is primarily the result of a
$1.6 million increase due to the formation of Ohio Entertainment Corporation
("OEC") effective June 1, 2001, a $400,000 gain on the disposition of short-term
investments relating to the defeasance of debt securities on February 4, 2002;
$1.4 million as a result of increased
22
temporary tenant income from the Malls; and $500,000 in other revenue increases,
partially offset by a $3.3 million decrease in fee income. Fee income was lower
due to the completion of Polaris Fashion Place in 2001, and the subsequent loss
of development fee income from said joint venture in 2002. It reflects a
reduction in joint venture management fees as a result of the Company's
acquisition of third party joint venture interests. OEC operates a theater at
one mall and a skating rink at another mall; the revenues and expenses of these
operations are included in other revenues and other operating expenses.
Expenses
Total expenses increased 7.4%, or $11.6 million, for the year ended
December 31, 2002 primarily as a result of Mall acquisitions. Real estate taxes
and property operating expenses increased $11.3 million, the provision for
doubtful accounts and other operating expenses decreased $258,000, depreciation
and amortization increased $4.3 million, general and administrative expenses
decreased $890,000 and development write-off's decreased $2.8 million,
respectively.
Real estate taxes and property operating expenses
Real estate taxes and property operating expenses increased 14.7%, or
$11.3 million, for the year ended December 31, 2002.
INCREASE (DOLLARS IN MILLIONS)
----------------------------------------------
COMMUNITY PERCENT
MALLS CENTERS TOTAL TOTAL
----- ------- ----- -----
Same center.................. $ 1.2 $0.4 $ 1.6 2.1%
Acquisitions................. 9.7 0.0 9.7 12.6
----- ---- ------ ----
$10.9 $0.4 $11.3 14.7%
===== ==== ====== ====
The same center increase of $1.6 million consists primarily of
increased insurance expense of approximately $1.8 million, as a result of
increased premiums charged by the insurance carriers.
Provision for doubtful accounts
The provision for doubtful accounts was $6.4 million for the years
ended December 31, 2002 and 2001, respectively. Although the amount of this
expense is comparable, the provision for doubtful accounts as a percent of
revenues decreased to 2.4% in 2002 from 2.6% in 2001.
The provision 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. During 2001 and
2002, various small shop tenants and a number of national tenants which leased
anchor space at its Properties filed for bankruptcy protection. Anchor tenants
that were operating or liquidating under bankruptcy protection in 2001 included
Ames, HomePlace, Lechter's and Phar-Mor. Exposure to tenants currently operating
under bankruptcy protection and the continuing operating difficulties being
experienced by various retailers resulted in the Company increasing its
provision for doubtful accounts in 2002 and 2001 over previous years. The
Company considers the experience to be a direct result of, and to be consistent
with, the weak U.S. economy during 2002. The Company is entitled to file claims
for damages in connection with any leases rejected in bankruptcy filings. The
Company does not recognize in accounts receivable or revenue amounts
attributable to such claims until the claims for rejected leases are approved by
the courts. The Company also does not consider such potential claims in
estimating the recoverability of recorded accounts.
Development Cost Write-Off
Write-off of development costs decreased due to a development write-off
of $3.2 million in 2001 related to a development project in the City of Carson,
California which was terminated on June 30, 2001.
Depreciation and Amortization
The $4.3 million increase in depreciation and amortization consists
primarily of a $4.8 million increase from Mall acquisitions offset with a
$470,000 decrease from dispositions.
General and administrative
General and administrative expenses were $10.3 million and represented
3.8% of total revenues for the year ended December 31, 2002, compared to $11.2
million and 4.5% of total revenues for the corresponding period in 2001. The
2002 costs are representative of the general and administrative costs related to
the Company's current staffing levels. The Company also reduced corporate
headcount by approximately 10.0% and recognized approximately $863,000 in
severance related costs. The Company did not grant general salary increases or
bonuses for 2002 but the
23
Company has experienced higher costs as a result of increasing premiums for
insurance costs related to health benefits provided by the Company.
Interest expense/capitalized interest
Interest expense increased 0.5%, or $401,000 for the year ended
December 31, 2002. The summary below identifies the increase by its various
components (dollars in thousands).
YEAR ENDED DECEMBER 31,
--------------------------------------------
2002 2001 INC. (DEC.)
---- ---- -----------
Average loan balance .......... $ 1,150,933 $ 1,130,999 $ 19,934
Average rate .................. 6.80% 7.37% (0.57)%
Total interest ................ $ 78,263 $ 83,355 $ (5,092)
Amortization of loan fees ..... 7,614 6,707 907
Capitalized interest
and other (1) ............... 284 (4,302) 4,586
----------- ----------- -----------
Interest expense .............. $ 86,161 $ 85,760 $ 401
=========== =========== ===========
(1) Other consists primarily of interest costs billed to joint venture entities.
Equity in income (loss) of unconsolidated entities
The $1.0 million increase in the equity in income (loss) of
unconsolidated entities consists primarily of an increase from Polaris Fashion
Place having a full year of operating results in 2002 versus 2001 in which the
Mall opened on October 25, 2001. This is partially offset by the elimination of
equity income from four joint venture interests acquired by the Company in the
third and fourth quarters of 2002. The equity in the income of those joint
ventures was included in this item for the full twelve months of 2001.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
The Company's short-term (less than one year) liquidity requirements
include recurring operating costs, capital expenditures, debt service
requirements and preferred and common dividend requirements. The Company
anticipates that these needs will be met with cash flows provided by operations,
the refinancing of maturing debt and proceeds from the sale of assets.
The Company's 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 the Company's business strategy relative to the acquisitions,
renovations, expansions and developments.
At December 31, 2003, the Company's total-debt-to-total-market
capitalization was 55.5% per annum, compared to 57.9% per annum, at December 31,
2002. The Company is working to maintain this ratio in the mid-fifty percent
range. The Company expects 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. The total-debt-to-total-
market capitalization is calculated below (dollars in thousands).
DEC. 31 DEC. 31
2003 2002
---- ----
Stock Price (end of period) ............................................ $ 22.38 $ 17.75
Market Capitalization Ratio:
Common Shares outstanding ......................................... 35,066 34,315
Operating Partnership units outstanding ........................... 2,969 3,279
---------- ----------
Total Common Shares and units outstanding at end of period ........ 38,035 37,594
========== ==========
Market capitalization - Common Shares outstanding ................. $ 784,777 $ 609,091
Market capitalization - Operating partnership units outstanding ... 66,446 58,202
Market capitalization - Series B Preferred Shares ................. 127,950 127,950
Market capitalization - Series F Preferred Shares ................. 60,000
Total debt (end of period) ........................................ 1,295,058 1,095,930
---------- ----------
Total market capitalization ....................................... $2,334,231 $1,891,173
========== ==========
Total debt / total market capitalization ............................... 55.5% 57.9%
========== ==========
24
Financing Activity
The Company, through the Operating Partnership, at December 31, 2002,
was a party to a credit facility with several financial institutions that
provided the Company with the ability to borrow up to $170.0 million. The credit
facility 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 credit facility was paid off and replaced by the new Credit
Facility.
On October 17, 2003, the Company entered into a new Credit Facility
that provides the Company 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 three Malls and eleven
Community Centers. 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. During 2003, the weighted average
interest rate was 6.45% per annum after giving effect to the swap agreement. At
December 31, 2003, the outstanding balance on the Credit Facility was $80.8
million. Additionally, $4.2 million represents a holdback on the available
balance of the Credit Facility for letters of credit issued under the Credit
Facility. Also, on October 17, 2003, the Company refinanced The Mall at
Fairfield Commons with $114.0 million in permanent financing maturing November
1, 2014 and bearing interest at 5.45% per annum.
Total debt increased by $199.1 million during 2003. The change in
outstanding borrowings is summarized as follows (in thousands):
MORTGAGE NOTES TOTAL
NOTES PAYABLE DEBT
----- ------- ----
December 31, 2002 .................... $ 956,130 $ 139,800 $ 1,095,930
Acquired mortgage debt:
Colonial Park Mall ................. 34,255 34,255
Eastland North Carolina ............ 46,184 46,184
New mortgage debt .................... 383,000 383,000
Repayment of debt .................... (195,791) (195,791)
Debt amortization payments in 2003 ... (9,520) (9,520)
Net repayments, line of credit ....... (59,000) (59,000)
----------- ----------- -----------
December 31, 2003 .................... $ 1,214,258 $ 80,800 $ 1,295,058
=========== =========== ===========
During 2003, the Company incurred additional borrowings secured by
first mortgage liens. The new mortgage notes payable totaling $383.0 million
consist of (i) a $5.0 million loan secured by a first mortgage lien on Artesian
Square, which bears interest at LIBOR plus 1.95% per annum (3.09% at December
31, 2003), (ii) a $140.0 million loan secured by a first mortgage lien on Lloyd
Center, which matures in June 2013 and bears interest at 5.42% per annum, (iii)
a $100.0 million loan secured by a first mortgage lien on WestShore Plaza, which
matures in September 2012 and bears interest at 5.09% per annum, (iv) a $114.0
million loan secured by a first mortgage lien on The Mall at Fairfield Commons,
which matures in November 2014 and bears interest at 5.45% per annum and (v) a
$24.0 million loan secured by a first mortgage lien on Eastland Ohio, which
matures in January 2007 and bears interest at LIBOR plus 2.00% per annum (3.15%
at December 31, 2003).
At December 31, 2003, the Company's Credit Facility was collateralized
with first mortgage liens on fourteen Properties having a net book value of
$136.4 million and its mortgage notes payable were collateralized with first
mortgage liens on Properties having a net book value of $1,493.5 million. The
Company also owned 26 unencumbered Properties having a net book value of $71.2
million at that date. The Credit Facility, San Mall, LP mortgage and Morgantown
Mall Associates, LP mortgage are cross-collateralized as part of a group of
Properties under a single loan, certain of the loans have cross-default
provisions and certain of the loans are subject to guarantees and financial
covenants. Under the cross-default provisions, a default under a single mortgage
may constitute a default under all of the mortgages in the group and could lead
to acceleration of the indebtedness on all Properties under such loan.
Properties which are subject to cross-default provisions have a net book value
of $220.1 million and represent twelve Community Centers and six Malls.
Capital Expenditures
The Company plans its capital expenditures by considering various
factors such as; return on investment, the Company's 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. The Company categorizes its capital expenditures into
two broad categories, first-generation and second-generation
25
expenditures. The first-generation expenditures relate to incremental revenues
associated with new developments or creation of new GLA at the Company's
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 useful life of the asset.
Acquisitions and Dispositions
The Company is pursuing a strategy of selling single tenant and
non-strategic Community Center assets and focusing on the Mall portfolio. The
timing and selling prices of future asset sales are dependent upon the Company
being able to consummate sales transactions under acceptable terms and at
satisfactory pricing. Net proceeds from asset sales are expected to be applied
to reduce debt and to fund additional investments in regional mall properties.
During 2003, the Company sold five Community Centers for $18.6 million
and reflected two other Community Centers as held for sale at December 31, 2003.
In accordance with SFAS No. 144, the sold Properties are reported in
Discontinued Operations. Net income includes loss on sales of Discontinued
Operations of $(0.10) per Common Share diluted compared with a gain of $0.44 per
Common Share diluted for the years ended December 31, 2003 and 2002,
respectively.
On March 6, 2003, the Company completed the acquisition of the joint
venture interest not previously owned by the Company in Colonial Park Mall, an
enclosed regional mall located in Harrisburg, Pennsylvania, from LB Colonial
Park, LLC, a Delaware limited liability company. The Company acquired the
remaining 50% interest for $5.5 million in cash. The property had an outstanding
mortgage balance of $34.3 million on the acquisition date. The existing
mortgage, which originated in 1997, matures on October 11, 2007. The debt bears
interest at a fixed rate of 7.73% per annum.
On April 24, 2003 the Company completed the acquisition from Greyhawke
Net Lease Investors III, LLC, a Delaware limited liability company, of the 50%
interest not previously owned by the Company in G & G Blaine, LLC, and a related
parcel of land for approximately $2.96 million in cash. With the completion of
this transaction, GPLP is the sole owner of a vacant anchor building and
underlying land at Northtown Mall in Minneapolis, Minnesota. Northtown Mall is
wholly owned by the Company.
On August 14, 2003, the Company completed the acquisition of the joint
venture interest not previously owned by the Company in Eastland North Carolina,
an enclosed regional mall located in Charlotte, North Carolina, from HIG Mall,
LLC, a Florida limited liability company. The Company acquired the remaining 80%
interest for $4.75 million in cash. The property had an outstanding mortgage
balance of $46.2 million on the acquisition date. The existing mortgage, which
originated in 1998, matures on September 11, 2008. The debt bears interest at a
fixed rate of 7.84% per annum and requires payments of principal and interest
based on a 30-year principal amortization schedule.
On August 27, 2003, the Company acquired WestShore Plaza Mall, a fully
enclosed regional shopping mall located in Tampa, Florida, from American
Freeholds, a Nevada general partnership, which is sponsored by Grosvenor USA.
Approximately $100 million of the $152 million purchase price was funded with a
new nine-year mortgage loan, which bears interest at the fixed rate of 5.09% per
annum and requires payments of principal and interest based on a 30-year
principal amortization schedule. The additional $52 million was funded using a
portion of the net proceeds of the 8.75% Series F Cumulative Redeemable
Preferred Share offering that was completed by the Company on August 25, 2003.
On December 22, 2003, the Company acquired Eastland Ohio, a 940,000
square foot enclosed regional mall in Columbus, Ohio, from Columbus East Joint
Venture, an Ohio general partnership. The purchase price of $29.65 million was
paid with the proceeds from a $24 million three-year mortgage bank loan that
bears interest at a per annum rate of LIBOR plus 200 basis points (3.15% at
December 31, 2003) and approximately $5 million of borrowings on the Company's
credit facility. The Company may, subject to the satisfaction of certain
conditions, also borrow up to an additional $12 million under the bank loan to
fund costs relating to the addition of a new anchor and other improvements to
the mall.
Preferred Stock Activity
On August 25, 2003, the Company completed a $60 million public offering
of 2,400,000 shares of 8.75% Series F cumulative preferred shares of beneficial
interest, par value of $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 million. 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,
26
plus accrued and unpaid distributions. The Company used approximately $52
million of the net proceeds to pay a portion of the purchase price of the
acquisition of WestShore Plaza, a regional mall totaling approximately 1.1
million square feet of GLA located in Tampa, Florida. The Company used the $4.8
million balance of the net proceeds to repay a portion of the balance
outstanding on the Company's $170.0 million secured credit facility.
On February 23, 2004, the Company completed its offering to the public
of 6,000,000 shares of 8.125% Series G cumulative redeemable preferred shares of
beneficial interest (the "Series G Preferred Shares") at a purchase price of
$25.00 per Series G Preferred Share. 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.
Approximately $128.4 million of 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 in subordinated mortgage debt relating to the Company's Great Mall of
the Great Plains in Olathe, Kansas.
Cash Activity
Net cash provided by operating activities was $100.6 million for the
year ended December 31, 2003, an increase of $33.0 million from December 31,
2002. Net income adjusted for non-cash items accounted for a $17.7 million
increase. Changes in operating assets and liabilities accounted for a $15.3
million increase. The increase can be attributed to the acquisition of five
developments that were not previously wholly owned by the Company.
Net cash used by investing activities was $200.2 million for the year
ended December 31, 2003. The primary investments were the investments in real
estate of $218.9 million for the acquisitions of WestShore Plaza and Eastland
Ohio. Also reflected are the purchases of joint venture interests not previously
owned in Colonial Park Mall, Eastland North Carolina and G & G Blaine.
Additionally, the Company received $18.1 million from the sale of five Community
Centers and $8.4 million from the sale of assets.
Net cash provided from financing activities was $99.4 million for the
year ended December 31, 2003. Proceeds received from the issuance of new
mortgages were $383 million. These mortgages primarily relate to acquisitions of
WestShore Plaza and Eastland Ohio as well as the proceeds received from the
issuance of a mortgage on the Mall at Fairfield Commons and Lloyd Center.
Principal payments on mortgages totaled $205.3 million. These payments reflect
satisfaction of mortgages at Lloyd Center, which was later refinanced, Northtown
Mall and various bridge loans. Also the company received $57.6 million through
the issuance of Series F Preferred Shares. The Company also used $85.1 million
for the payment of common, preferred and operating partnership dividends.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
Contractual Obligations
Long-term debt obligations are included in the consolidated balance
sheet and the nature of the obligations are disclosed in the notes to the
consolidated financial statements.
On January 5, 2004, the Company acquired the remaining joint venture
interests in Polaris Fashion Place and Polaris Towne Center. The amount of
off-balance sheet debt at December 31, 2003 that was assumed on January 5, 2004
is shown on the table below. The revenues and net operating income were $32.1
million and $22.1 million for the year ended December 31, 2003. The debt will be
reported on the Company's consolidated balance sheet beginning in January 2004.
At December 31, 2003, the Company had the following obligations
relating to dividend distributions. In the fourth quarter of 2003, dividends
were declared for $0.4808 per share of Common Shares and Operating Partnership
units to be paid in the first quarter of 2004. The Series B Preferred Shares
dividends of $3.0 million were accrued and paid at such time those shares were
redeemed by the Company on February 27, 2004, with no further obligation
relating to those shares. The Series F 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 the Company's 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.
The total dividend obligation included in the table for the Series F Preferred
Shares is $24.9 million.
Capital lease obligations are for equipment 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 system, office equipment and computer equipment.
27
At December 31, 2003, the Company had executed leases committing to
$3.2 million in tenant allowances. The leases will generate gross rents which
approximate $19.8 million over the original lease term.
Commercial Commitments
The line of credit terms are discussed in Note 4 to the consolidated
financial statements.
The standby letters of credits are for utility deposits ($150,000) and
for a mortgage for the Mall at Fairfield Commons ("MFC"), ($4.0 million). The
letter of credit associated with the MFC mortgage will be released upon
completion of certain requirements for a tenant at the property. Management
expects the tenant to meet the requirements and does not anticipate any payment
to be required on this letter 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 the Company
does not expect to incur any liability.
The following table shows the Company's contractual and commercial
obligations as of December 31, 2003 (in thousands):
TOTAL 2004 2005-2006 2007-2008 THEREAFTER
----- ---- --------- --------- ----------
CONTRACTUAL
OBLIGATIONS
Long-term Debt...... $1,214,258 $ 263,113 $ 125,709 $ 198,708 $ 626,728
Long-term Debt -
Joint Ventures.... 190,465 2,470 5,411 6,068 176,516
Dividend
Obligations....... 46,184 26,496 10,500 9,188
Capital Lease
Obligations....... 2,490 958 1,128 294 110
Operating Leases.... 3,392 824 1,339 518 711
Tenant Allowances... 3,215 3,215
---------- ---------- ---------- ---------- ----------
Total Contractual
Obligations....... $1,460,004 $ 297,076 $ 144,087 $ 214,776 $ 804,065
========== ========== ========== ========== ==========
COMMERCIAL
OBLIGATIONS
Lines of Credit..... $ 80,800 $ 80,800
Standby Letter
of Credit... 4,150 $ 4,150
Guarantees.......... 2,941 2,941
---------- ---------- ----------
Total Commercial
Obligations....... $ 87,891 $ 7,091 $ 80,800
========== ========== ==========
EXPANSION, RENOVATION AND DEVELOPMENT ACTIVITY
The Company continues to be active in its expansion, renovation and
development activities. Its 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
The Company maintains a strategy of selective expansions and
renovations in order to improve the operating performance and the competitive
position of its existing portfolio. The Company also engages in an active
redevelopment program with the objective of attracting innovative retailers
which management believes will enhance the operating performance of the
Properties.
Malls
Mall store occupancy decreased slightly to 89.6% at December 31, 2003
from 90.1% at December 31, 2002 due to lower store occupancy at the newly
acquired Malls, WestShore Plaza Mall and Eastland Ohio. Comparable store
occupancy increased to 90.2% from 90.1% at December 31, 2003. Anchor occupancy
in the Malls remained unchanged at December 31, 2003 and held at 94.5% during
2003. Comparable mall anchor occupancy dropped from 94.5% to 93.9%, excluding
the 100% anchor occupancy at WestShore Plaza Mall and Eastland Ohio. The drop in
anchors is related to three new vacancies totaling approximately 297,000 in GLA:
Oshman's SuperSports USA at The Great Mall, Montgomery Ward at Northtown (a
previously vacated anchor the Company acquired control of in the second quarter
2003) and Kmart at Southside Mall. This reduction in leased anchor GLA was
partially offset by four new anchors totaling approximately 222,000 of GLA. The
new anchors are three Steve and Barry's stores at Grand Central Mall, Northtown
Mall, River Valley Mall and Phil's Shoes at Northwest Mall.
In October 2003, a plan was finalized to add approximately 84,000 of
GLA to the MFC. The expansion plans to include a new sporting goods retailer,
Galyan's. The new anchor is targeted to open in the spring of 2005.
28
In December 2003, the Company acquired Eastland Ohio. The Mall will be
redeveloped in 2004 and 2005 by adding approximately 30,000 of retail GLA and a
new Kaufmann's anchor approximating 120,000 of GLA. The retail GLA will open in
2005, with Kaufmann's targeted to open in the fall of 2005.
Redevelopment of space at the Lloyd Center, a regional Mall in
Portland, Oregon, began in 2003. This project, which encompasses ground owned by
the Company adjacent to the Mall, will include the addition of new retailing
concepts for the center, including the addition of restaurants and additional
banking services, most of which are expected to open in 2004.
Community Centers
During 2003, the Company opened two new anchors aggregating 137,000
square feet. The new Community Center anchors were Hobby Lobby at Clarksville
Plaza in Clarksville, Indiana and Rooms of Furniture at Middletown Plaza in
Middletown, Ohio. This was offset by 137,000 square feet of new vacancies due to
Wal-Mart closings during 2003 in Cumberland Crossing in Jackson, Tennessee and
Newberry Square in Newberry, South Carolina. Community Center anchor occupancy
improved to 77.3% on December 31, 2003 compared to 72.3% at December 31, 2002
due to the sale of three centers with vacant anchors and the sale of a vacant
anchor store to Home Depot resulting in reduced Community Center vacant anchor
GLA of 344,000 square feet. The Company continues to work with various prospects
to lease the remaining vacant space.
Developments
One of the Company's objectives is to increase its portfolio by
developing new retail properties. The Company's 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.
The Company has land under option contracts and is incurring
predevelopment costs in connection with the development of a department store
anchored retail project in the Cincinnati, Ohio market. At December 31, 2003,
the Company has incurred approximately $1.5 million of 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, 2003. The
percentage change is based on those tenants reporting sales for the twenty-four
month period ended December 31, 2003.
MALL PROPERTIES COMMUNITY CENTERS
--------------------- -------------------
AVERAGE SAME STORE AVERAGE SAME STORE
PROPERTY TYPE SALES PSF % CHANGE SALES PSF % CHANGE
------------- --------- -------- --------- --------
Anchors ........................... $160 0.5% $253 1.2%
Stores (1)......................... $305 (1.1)% $250 3.0%
Total ............................. $225 (0.7)% $253 1.4%
(1) Mall stores sales per square foot exclude outparcel sales.
Portfolio occupancy statistics by property type are summarized below:
OCCUPANCY (1) (2)
---------------------------------------------
12/31/03 9/30/03 6/30/03 3/30/03 12/31/02
-------- ------- ------- ------- --------
Mall Anchors ................... 94.5% 94.0% 92.8% 94.7% 94.5%
Mall Stores .................... 89.6% 90.2% 89.9% 89.4% 90.1%
Total Mall Portfolio ........... 92.7% 92.6% 91.7% 92.7% 92.9%
Community Center Anchors ....... 77.3% 76.0% 74.4% 71.3% 72.3%
Community Center Stores ........ 75.7% 78.6% 80.6% 81.8% 82.8%
Single Tenant Retail
Properties ................... 100.00% 100.0% 100.0% 100.0% 100.0%
Total Community Center
Portfolio .................... 77.5% 77.2% 76.6% 74.6% 75.5%
Comparable Community Center ....
Portfolio ................. 77.5% 76.4%
(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 and/or paying rent at the date indicated, excluding all tenants with
leases having an initial term of less than one year.
29
ACCOUNTING PRONOUNCEMENTS
In November 2002, the Financial Accounting Standards Board ("FASB")
issued FASB Interpretation No. 45 ("FIN 45") "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others (an interpretation of SFAS No. 57 and No. 107 and
rescission of FIN 34)". FIN 45 clarifies the requirements of SFAS No. 5 relating
to a guarantor's accounting for, and disclosure of, the issuance of certain
types of guarantees, and requires that upon the issuance of a guarantee, the
guarantor must recognize a liability for the fair value of the obligation it
assumes under that guarantee. The disclosure requirements of FIN 45 are
effective for financial statements of periods ending after December 15, 2002.
The recognition provisions of FIN 45 are effective on a prospective basis to
guarantees issued or modified after December 31, 2002. There was no material
impact on the Company's financial position as a result of this new pronouncement
at December 31, 2003.
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.
Effective January 1, 2003, the Company adopted SFAS No. 145 "Rescission
of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections", a standard that addresses the classification of gains or
losses from early extinguishment of debt. Prior to the adoption of SFAS No. 145,
the Company reported losses from the early extinguishment of debt as
extraordinary items. During the year ended December 31, 2002, the Company
recorded $2,260 thousand in extraordinary items from operations and $9,067
thousand in extraordinary items from discontinued operations that resulted from
the early extinguishment of debt. In 2003, these charges were reclassified to
interest expense and income from discontinued operations, respectively, to
comply with SFAS No. 145. These reclassifications had no impact on reported net
income.
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 has been postponed by FASB Staff Position No. FIN 46-6 and will
be effective 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
potential impact of FIN 46 has been evaluated regarding potential impact to the
Company's joint venture interests. Based upon the analysis, the Company does not
anticipate that FIN 46 will have an 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 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. The
Company has 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 the Company's financial position as a result of this new
pronouncement at December 31, 2003.
RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY AFFECT FUTURE RESULTS
Set forth below and elsewhere in this report and in other documents the
Company files with the Securities and Exchange Commission 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.
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
30
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 $200 million per
incident for acts of terrorism on its consolidated real estate assets through
January 1, 2005. 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 it may be able to charge the
new tenants at such space.
RELIANCE ON MAJOR TENANTS
At December 31, 2003, the three largest tenants were the Limited
Brands, Inc., Gap, Inc., and Saks, Inc., representing 3.9%, 3.0% and 2.4% of
annualized minimum rents, respectively. No other tenant represented more than
2.0% 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. 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, 2003, approximately 19%
of annualized minimum rents came from Properties in Ohio. On January 5, 2004,
the Company acquired the remaining interests in Polaris Mall, LLC., the owner of
Polaris Fashion Place, and Polaris Center, LLC., the owner of Polaris Towne
Center, a community center, both located in Columbus, Ohio. If the two Polaris
Properties were included as of December 31, 2003, the percentage of annualized
minimum rents from Properties in Ohio would have been 28%.
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.
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 units of partnership interest in GPLP (excluding Glimcher Realty
Trust). This majority vote requirement effectively means that any such
transaction must be approved by Herbert Glimcher and
31
his sons, David Glimcher and Michael Glimcher, because, together with their
spouses, they own approximately 4.8% of the units in Glimcher Properties Limited
Partnership (which constitutes a majority of the units in GPLP other than those
owned by Glimcher Realty Trust) outstanding as of January 5, 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 units, they have
interests that conflict with shareholders with respect to business decisions
affecting Glimcher Realty Trust and Glimcher Properties Limited Partnership. In
particular, as holders of units, they may suffer different and/or more adverse
tax consequences than Glimcher Realty Trust upon the sale or refinancing of some
of the Company's Properties due to unrealized gains attributable to these
Properties.
Therefore, Glimcher Realty Trust 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 the Company's
Properties. Although the Company (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 Glimcher Realty Trust. They also may seek to
influence management to refinance a Property with a higher level of debt than
would be in Glimcher Realty Trust'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 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 COMPLYING WITH THE AMERICAN 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 of 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
The Company believes that it qualifies as a REIT under the Federal
Internal Revenue 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 the Company's control and
may impact the Company's ability to qualify as a REIT under the Code. In
addition, the Company 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 its ability to operate
as a REIT.
32
If the Company 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, the Company 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, the
Company 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 Glimcher Properties Limited Partnership or partnerships, limited
liability companies or other ventures in which Glimcher Properties Limited
Partnership 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, the Company must make annual
distributions to shareholders of at least 90% of the REIT's 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. The Company 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, the Company
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 the Company'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 the Company will not fail to qualify as a REIT under
this test, the Company's organizational documents authorize the trustees to take
such action as may be required to preserve qualification as a REIT and to limit
any person, other than Herbert Glimcher, David Glimcher and any of the trustees,
employees and other persons approved by the trustees, to direct or indirect
ownership of (i) 8.0% of the lesser of the number or value of the outstanding
Common Shares and (ii) 9.9% of the lesser of the number or value of the total
Series G Preferred Shares outstanding. The trustees may not grant exemptions
from these ownership limitations if it would cause the status as a REIT to
terminate for federal income tax purposes. Herbert Glimcher and David Glimcher
are limited to an aggregate of 25% direct or indirect ownership of the Company'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 values 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 the
Company's equity securities. Despite these provisions, the Company 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 the Company to fail
to qualify as a REIT. The ownership limits may also discourage a change of
control of the Company.
33
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 2004, 2005
and 2006, 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, 2003, the total borrowings outstanding
under the Credit Facility were $80.8 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 $190.1 million as of December 31, 2003. The
ratio of total debt-to-total-market capitalization was 55.5% as of December 31,
2003. 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 units of
partnership interest of Glimcher Properties Limited Partnership (based on the
closing price of shares as of December 31, 2003).
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, 2003, approximately
$205.6 million of its indebtedness bears interest at a variable rate. After
taking into account the $4.2 million outstanding letters of credit and the
Company has the ability to borrow up to an additional $65.0 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, 2003, increased by 100 basis points, the increase in interest
expense on existing variable rate debt would decrease future earnings and cash
flows by approximately $1.7 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 has successfully completed the first phase of its
enterprise resource planning (ERP) software implementation and is in the process
of implementing the second phase of the conversion to ERP to replace the lease
administration, 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 such matters 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 cost
recovery income when the final bills are prepared, usually beginning in March
and completed by June.
34
Final adjustments for the year ended December 31, 2003 have not yet been
determined. At December 31, 2003 the Company had recorded in accounts
receivables $3.2 million of costs expected to be recovered from tenants during
the first six months of 2004. Any amounts of this outstanding receivable balance
written off will be charged to bad debt expense at the end of the first six
months of 2004.
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, there are 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 $1.3 billion of combined mortgage indebtedness and
Credit Facility borrowings outstanding as of December 31, 2003. Of the
outstanding debt, $263.1 million matures during 2004. As of December 31, 2003,
the Company has borrowed $80.8 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 either to 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. Fourteen 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 makes revisions at any time without a
shareholder's 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.
35
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk exposure is interest rate risk. The
Company uses interest rate protection agreements to manage interest rate risks
associated with long-term, floating rate debt. At December 31, 2003 and 2002
approximately 84.1% and 70.9%, respectively, of the Company's debt, after giving
effect to interest rate protection agreements, bore interest at fixed rates with
weighted-average maturity of 6.4 years and 5.5 years, respectively, and
weighted-average interest rates of approximately 6.59% and 7.07%, respectively.
The remainder of the Company's debt at December 31, 2003 and 2002, bears
interest at variable rates with weighted-average interest rates of approximately
4.09% and 5.21%, respectively.
At December 31, 2003 and 2002, the fair value of the Company's debt
(excluding its Credit Facility) was $1,255.2 million and $1,010.5 million,
respectively, compared to its carrying amounts of $1,214.3 million and $956.1
million, respectively. The Company's 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, 2003 and 2002, a 100 basis points increase in
the market rates of interest would decrease future earnings and cash flows by
$1.7 million and $1.5 million, respectively, and decrease the fair value of debt
by approximately $50.1 million and $27.4 million, at the respective balance
sheet dates. A 100 basis points decrease in the market rates of interest would
increase future earnings and cash flows by $1.7 million and $1.5 million,
respectively, and increase the fair value of debt by approximately $54.0 million
and $29.6 million, at the respective balance sheet dates. The Company has
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 Glimcher Realty Trust and the Report of Independent Auditors thereon are
filed pursuant to this Item 8 and are included in this report in Item 15.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
(a) 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 Securities and Exchange
Commission. 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. Accordingly, as a result of
the inquiry into a related party transaction in connection with the Company's
City Park development project as discussed below, the Company is in the process
of implementing certain process and control improvements which are also set
forth below.
In February 2004, the Audit Committee of the Board of Trustees of the
Company, through the Company's existing processes and controls, became aware
that the Company may have engaged in a related party transaction in connection
with the City Park development project resulting from Ellen Glimcher, the
daughter of Herbert Glimcher and sister of Michael Glimcher, acting through Dell
Property Group, Ltd., having a financial relationship with HP Development LLC,
one of the third parties involved in this project (for a discussion of this
related party transaction, please see Note 10 to the consolidated financial
statements of the Company). This situation was brought to the attention of the
Audit Committee through the Company's existing process and controls for
determining the existence of related party transactions in connection with the
preparation of the Company's annual report on Form 10-K and its annual proxy
statement. The Audit Committee undertook a review of the facts and circumstances
surrounding the City Park development project. Based on this review, the Audit
Committee concluded that the non-disclosure to the Company of the Company's
involvement in a related party transaction in connection with the City Park
development project was not intentional and was based on a misinterpretation of
what constitutes a related party transaction. In addition, the Audit Committee
approved and ratified in all respects the Company's involvement with and in the
City Park development project.
36
In light of the Audit Committee's inquiry, the Company is in the
process of implementing the following process and control improvements, among
others:
- The adoption of enhanced related party transaction guidelines by the
Audit Committee.
- Improving the process and controls for identifying related party
transactions.
- The review by the internal audit group of the Company of the process
and controls for determining related party transactions on a quarterly
basis and to periodically report on such process and controls to the
Audit Committee.
- The review by the Audit Committee of the procedures and process
controls implemented in relation to related party transactions on a
periodic basis, at least annually.
(b) Internal Control Over Financial Reporting: There have not been any
changes in the Company's 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, the Company's internal control
over financial reporting.
PART III
ITEM 10. TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding trustees, audit committee members and executive
officers 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 7, 2004.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation 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 7, 2004.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding the Company's equity compensation plans in effect
as of December 31, 2003 is as follows:
EQUITY COMPENSATION PLAN INFORMATION
Number of
securities
remaining
available for
Number of Weighted future issuance
securities to average under Equity
be issued upon exercise compensation
exercise of price of plans
outstanding outstanding (excluding
options, options, securities
warrants and warrants and reflected in
Plan Category rights rights column(a))
------------- --------------- ------------- --------------
(a) (b) (c)
Equity compensation
plans approved by
shareholders 2,235,226 $17.601 543,156
Equity compensation
plans not approved by
shareholders N/A N/A N/A
Additional information regarding security ownership of certain
beneficial owners and management of the 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 7, 2004.
37
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 7, 2004.
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 7, 2004.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
Page Number
-----------
(a) (1) Financial Statements
- Report of Independent Auditors...................... 47
- Glimcher Realty Trust Consolidated Balance
Sheets as of December 31, 2003 and 2002........... 48
- Glimcher Realty Trust Consolidated Statements of
Operations and Comprehensive Income for the years
ended December 31, 2003, 2002 and 2001 ........... 49
- Glimcher Realty Trust Consolidated Statements of
Shareholders' Equity for the years ended
December 31, 2003, 2002 and 2001.................. 50
- Glimcher Realty Trust Consolidated Statements of
Cash Flows for the years ended December 31, 2003,
2002 and 2001..................................... 51
- Notes to Consolidated Financial Statements.......... 52
(2) Financial Statement Schedules
- Schedule II - Valuation and Qualifying Accounts
and Reserves...................................... 75
- Schedule III - Real Estate and Accumulated
Depreciation...................................... 76
- Notes to Schedule III............................... 81
(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. (4)
3.13 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. (5)
4.1 Specimen Certificate for Common Shares of Beneficial Interest. (1)
4.4 Specimen Certificate evidencing 9 -1/4% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest. (6)
4.5 Specimen Certificate for evidencing 8.75% Series F Cumulative
Redeemable Preferred Shares of Beneficial Interest (5)
38
10.20 Glimcher Realty Trust 1993 Employee Share Option Plan. (1)
10.21 Glimcher Realty Trust 1993 Trustee Share Option Plan. (1)
10.29 Promissory Note dated as of October 26, 1995, issued by Glimcher
Properties Limited Partnership in the amount of twenty seven million
six hundred thousand dollars ($27,600,000). (7)
10.30 Exemplar Open-End Mortgage, Security Agreement and Fixture Filing
issued by Glimcher Properties Limited Partnership in connection with
the Connecticut General Life Insurance Company Loan. (7)
10.31 Exemplar Second Mortgage and Security Agreement dated as of October 26,
1995, issued by Glimcher Properties Limited Partnership in connection
with the Connecticut General Life Insurance Company Loan. (7)
10.32 Exemplar Assignment of Rents and Leases dated as of October 26, 1995,
issued by Glimcher Properties Limited Partnership in connection with
the Connecticut General Life Insurance Company Loan. (7)
10.33 Promissory Note dated as of October 26, 1995, issued by Glimcher
Properties Limited Partnership in the amount of six million two hundred
thousand dollars ($6,200,000). (7)
10.34 Promissory Note dated as of October 26, 1995, issued by Glimcher
Properties Limited Partnership in the amount of three million six
hundred thousand dollars ($3,600,000). (7)
10.35 Promissory Note dated as of October 26, 1995, issued by Glimcher
Properties Limited Partnership in the amount of three million three
hundred thousand dollars ($3,300,000). (7)
10.36 Promissory Note dated as of October 26, 1995, issued by Glimcher
Properties Limited Partnership in the amount of four million two
hundred thousand dollars ($4,200,000). (7)
10.37 Promissory Note dated as of October 26, 1995, issued by Glimcher
Properties Limited Partnership in the amount of five million one
hundred thousand dollars ($5,100,000). (7)
10.48 Severance Benefits Agreement dated June 11, 1997, by and among Glimcher
Realty Trust, Glimcher Properties Limited Partnership and Herbert
Glimcher. (3)
10.49 Severance Benefits Agreement dated June 11, 1997, by and among Glimcher
Realty Trust, Glimcher Properties Limited Partnership and William G.
Cornely. (3)
10.51 Severance Benefits Agreement dated June 11, 1997, by and among Glimcher
Realty Trust, Glimcher Properties Limited Partnership and Michael P.
Glimcher. (3)
10.52 Severance Benefits Agreement dated June 11, 1997, by and among Glimcher
Realty Trust, Glimcher Properties Limited Partnership and George A.
Schmidt. (3)
10.58 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). (8)
10.59 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. (8)
10.60 Glimcher Realty Trust 1997 Incentive Plan. (3)
10.62 Exhibit A to Glimcher Properties Limited Partnership Agreement, as
amended, showing new OP Unit holders following the purchase of Polaris
Center, LLC. (3)
10.68 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). (9)
10.69 Mortgage and security agreement by Montgomery Mall Associates Limited
Partnership to Lehman Brothers Holdings, Inc. dated as of July 15,
1998. (9)
10.72 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). (9)
10.73 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. (9)
10.85 Promissory Note dated as of November 1, 1998, issued by Glimcher
Properties Limited Partnership in the amount of nineteen million
dollars ($19,000,000). (9)
10.86 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. (10)
10.87 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). (10)
10.88 Deed of Trust Security Agreement by Weberstown Mall, LLC for the
benefit of Lehman Brothers Holding Inc. dated as of April 26,1999. (11)
10.89 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). (11)
39
10.90 Term Note dated as of June 17, 1999, issued by Glimcher Properties
Limited Partnership in the amount of twenty two million five hundred
thousand dollars ($22,500,000). (11)
10.91 Deed of Trust, Assignment of Rents and Security Agreement by Glimcher
Properties Limited Partnership for the benefit of KeyBank National
Association dated as of June 17, 1999. (11)
10.92 Executed form of Open End Mortgage Assignment of Rents and Security
Agreement for each of the two individual mortgages, dated, June 17,
1999 and issued by Glimcher Properties Limited Partnership for the
benefit of KeyBank National Association dated as of June 17, 1999. (11)
10.93 A Deed of Trust, Assignment of Rents and Security Agreement by Glimcher
Properties Limited Partnership for the benefit of KeyBank National
Association dated as of June 17, 1999. (11)
10.94 Deed of Trust, Security Agreement, Assignment of Rents and Fixture
Filing by Glimcher Properties Limited Partnership for the benefit of
KeyBank National Association dated as of June 17, 1999. (11)
10.95 Amended and Restated Term Note as of June 17, 1999, issued by Glimcher
Properties Limited Partnership in the amount of twenty four million
three hundred seventy five thousand dollars ($24,375,000). (11)
10.107 Security Agreement - Interest Rate Protection Contract dated as of June
17, 1999, executed by Glimcher Properties Limited Partnership in favor
of Huntington as Administrative Agent for the lenders. (11)
10.108 Mortgage, Security Agreement and Financing Statement by Glimcher
Properties Limited Partnership to Jackson National Life Insurance dated
as of June 28, 1999. (12)
10.109 Deed of Trust, Security Agreement, Fixture Filing and Financing
Statement by Glimcher Properties Limited Partnership to Jackson
National Life Insurance dated as of June 28, 1999. (12)
10.110 Mortgage, Security Agreement Fixture Filing and Financing Statement by
Glimcher Properties Limited Partnership to Jackson National Life
Insurance dated as of June 28, 1999. (12)
10.111 Deed of Trust, Security Agreement, Fixture Filing and Financing
Statement by Glimcher Properties Limited Partnership to Jackson
National Life Insurance dated as of June 28, 1999. (12)
10.112 Deed of Trust, Security Agreement, Fixture Filing and Financing
Statement by Glimcher Properties Limited Partnership to Jackson
National Life Insurance dated as of June 28, 1999. (12)
10.113 Promissory Note dated as of June 28, 1999, issued by Glimcher
Properties Limited Partnership in the amount of ninety million dollars
($90,000,000). (12)
10.114 Deed to Secure Debt and Security Agreement by Glimcher Properties
Limited Partnership to Jackson National Life Insurance dated as of
October 12, 1999. (12)
10.123 Mortgage and Security Agreement by Glimcher Westpark Plaza, LLC to
Lehman Brothers Bank, FSB dated as of August 2, 2001. (13)
10.124 Promissory Note dated as of August 2, 2001, issued by Glimcher Westpark
Plaza, LLC in the amount of two million five hundred thirty eight
thousand dollars ($2,538,000). (13)
10.125 Deed of Trust, Security Agreement, by Shady Springs Plaza, LLC to
Lehman Brothers Bank, FSB dated as of August 2, 2001. (13)
10.126 Promissory Note dated as of August 2, 2001, issued by Shady Springs
Plaza, LLC in the amount of two million nine hundred eighty five
dollars ($2,985,000). (13)
10.127 Open-end Mortgage and Security Agreement by New Boston Mall, LLC to
Lehman Brothers Bank, FSB dated as of August 2, 2001. (13)
10.128 Promissory Note dated as of August 2, 2001, issued by New Boston Mall,
LLC in the amount of three million eight hundred thousand dollars
($3,800,000). (13)
10.129 Mortgage and Security Agreement by Morningside Plaza, LLC to Lehman
Brothers Bank, FSB dated as of August 2, 2001. (13)
10.130 Promissory Note dated as of August 2, 2001, issued by Morningside
Plaza, LLC in the amount of two million six hundred fifty dollars
($2,650,000). (13)
10.133 Open-end Mortgage and Security Agreement by Mount Vernon Venture, LLC
to Lehman Brothers Bank, FSB dated as of January 16, 2001. (13)
10.134 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). (13)
10.141 First Amendment to Third Amended and Restated Loan Agreement among The
Huntington National Bank, KeyBank National Association and LaSalle
Bank, N.A. dated as of August 1, 2001. (13)
10.142 Substitute Revolving Note dated as of August 1, 2001, issued by The
Huntington National Bank in the amount of $30,000,000. (13)
40
10.143 Substitute Revolving Note dated as of August 1, 2001, issued by Bankers
Trust Company in the amount of $20,000,000. (13)
10.144 Substitute Revolving Note dated as of August 1, 2001, issued by LaSalle
Bank N.A. in the amount of $20,000,000. (13)
10.145 Substitute Revolving Note dated as of August 1, 2001, issued by KeyBank
National Association in the amount of $30,000,000. (13)
10.146 Mortgage, Security Agreement, Absolute Assignment of Leases and Rents
and Fixture Filing by Glimcher Northtown Venture, LLC to Bankers Trust
Company dated as of August 30, 2001. (13)
10.147 Senior Promissory Note dated as of August 30, 2001, issued by Glimcher
Northtown Venture, LLC in the amount of thirty one million dollars
($31,000,000). (13)
10.148 Junior Mortgage, Security Agreement, Absolute Assignment of Leases and
Rents and Fixture Filing by Glimcher Northtown Venture, LLC to Bankers
Trust Company dated as of August 30, 2001. (13)
10.149 Junior Promissory Note dated as of August 30, 2001, issued by Glimcher
Northtown Venture, LLC in the amount of nine million dollars
($9,000,000). (13)
10.150 Mortgage and Security Agreement by Barren River Plaza, LLC to Lehman
Brothers Bank, FSB dated as of December 20, 2001. (13)
10.151 Promissory Note dated as of December 20, 2001, issued by Barren River
Plaza, LLC in the amount of seven million nine hundred thousand dollars
($7,900,000). (13)
10.152 Fee and Leasehold Deed of Trust and Security Agreement by Glimcher
Lloyd Center, LLC to Lehman Brothers Bank, FSB dated as of October 12,
2001. (13)
10.153 Promissory Note dated as of October 12, 2001, issued by Glimcher Lloyd
Center, LLC in the amount of one hundred thirty million dollars
($130,000,000). (13)
10.154 Mortgage, Assignment of Leases and Rents, Security Agreement, and
Fixture Filing by Glimcher Ashland Venture, LLC to KeyBank National
Association dated as of October 12, 2001. (13)
10.155 Promissory Note dated as of October 12, 2001 issued by Glimcher Ashland
Venture, LLC in the amount of twenty seven million dollars
($27,000,000). (13)
10.156 Open-end Mortgage and Security Agreement, by Hocking Valley Mall, LLC
to Golden American Life Insurance Company dated January 17, 2002. (14)
10.157 Mortgage Note dated as of January 17, 2002 issued by Hocking Valley
Mall, LLC in the amount of four million five hundred thousand
($4,500,000.00). (14)
10.158 Deed of Trust, Assignment of Rents, Security Agreement and Fixture
Filing Statement by Glimcher Buena Vista, LLC to Fidelity National
Title Agency and National City Bank dated March 28, 2002. (14)
10.159 Mortgage Note dated as of March 28, 2002 issued by Glimcher Buena
Vista, LLC in the amount of $7,700,000.00. (14)
10.160 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). (15)
10.161 Mortgage, Assignment of Rents and Security Agreement by Southside Mall,
LLC to Bank One, NA dated as of April 16, 2002. (15)
10.162 Combined Fee and Leasehold Mortgage, Security Agreement, Financing
Statement, Fixture Filing and Assignment of Leases, Rents and Security
Deposits by N.J. MetroMall Urban Renewal, Inc. and Glimcher Jersey
Gardens, LLC to German American Capital Corporation dated as of May 31,
2002. (15)
10.163 Note dated as of May 31, 2002 issued by Glimcher Jersey Gardens, LLC in
the amount of one hundred thirty five million dollars ($135,000,000.00)
(15)
10.164 Mezzanine Promissory Note dated as of May 31, 2002, issued by DB Realty
Mezzanine Investment Fund II, LLC in the amount of thirty million
dollars ($30,000,000.00). (15)
10.165 Severance Benefits Agreement dated June 18, 2002 by and among Glimcher
Realty Trust, Glimcher Properties Limited Partnership and John P.
Hoeller. (15)
10.166 Severance Benefits Agreement dated June 26, 2002, by and among Glimcher
Realty Trust, Glimcher Properties Limited Partnership and Thomas J.
Drought, Jr. (15)
10.167 First Amendment to and Amendment and Restatement of Loan Agreements and
other Loan Documents among Glimcher Properties Limited Partnership and
New Boston Mall, LLC and Lehman Brothers Bank, FSB of certain Loan
Documents dated as of July 15, 2002. (16)
10.168 Modification Agreement by Morningside Plaza, LLC and Lehman Brothers
Bank, FSB in the amount of two million six hundred fifty thousand
dollars ($2,650,000.00) dated as of July 15, 2002. (16)
10.169 Guaranty of payment by Glimcher Properties Limited Partnership,
Glimcher Properties Corporation and Glimcher Development Corporation in
favor of Lehman Brothers Bank, FSB dated July 15, 2002. (16)
41
10.170 Modification Agreement by Shady Springs Plaza, LLC and Lehman Brothers
Bank, FSB of certain Loan Documents in the amount of two million nine
hundred eight five thousand dollars ($2,985,000.00) dated as of July
15, 2002. (16)
10.171 Mortgage note dated as of October 30, 2002 issued by Glimcher
Properties Limited Partnership in the amount of fifteen million one
hundred ninety thousand dollars ($15,190,000.00). (17)
10.172 Mortgage, Assignment of Rents and Security Agreement by Glimcher
Properties Limited Partnership to Bank One, NA dated as of October 30,
2002. (17)
10.173 Open-Ended Mortgage, Assignment of Rents and Security Agreement by
Glimcher Properties Limited Partnership to Bank One, NA dated as of
October 30, 2002. (17)
10.174 Deed of Trust, Assignment of Rents and Security Agreement by Glimcher
Properties Limited Partnership to Bank One, NA dated as of October 30,
2002. (17)
10.175 Mortgage, Assignment of Rents and Security Agreement by Glimcher
Properties Limited Partnership by Bank One, NA dated as of October 30,
2002. (17)
10.176 Mortgage Note dated as of February 21, 2003 issued by Glimcher
Properties Limited Partnership in the amount of five million dollars
($5,000,000.00). (18)
10.177 Mortgage, Assignment of Rents Security Agreement and Fixture filing by
Glimcher Properties Limited Partnership to Bank One, NA dated as of
February 21, 2003. (18)
10.178 Severance Benefits Agreement dated December 31, 2002 by and among
Glimcher Realty Trust, Glimcher Properties Limited Partnership and
Melinda A. Janik. (19)
10.179 Note dated June 30,2003 issued by LC Portland, LLC in the amount of
seventy million dollars ($70,000,000.00). (19)
10.180 Note dated June 30, 2003 issued by LC Portland, LLC in the amount of
seventy million dollars ($70,000,000.00). (19)
10.181 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. (20)
10.182 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. (20)
10.183 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. (20)
10.184 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). (20)
10.185 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). (20)
10.186 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. (20)
10.187 Guarantee by Glimcher Properties Limited Partnership to Morgan Stanley
Mortgage Capital, Inc. dated as of August 27, 2003, relating to
WestShore Plaza Mall. (20)
10.188 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). (20)
10.189 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. (20)
10.190 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. (20)
10.191 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. (20)
10.192 Credit Agreement, dated as of October 17, 2003, by and among GPLP,
KeyNank National Association, as administrative agent and lead
arranger, and the several lenders thereto. (21)
10.193 Credit Agreement (Acquisition), dated as of October 17, 2003, by and
among GPLP, KeyBank National Association, as administrative agent and
lead arranger, and the several lenders thereto. (21)
10.194 Guaranty From Parent Entities, dated October 17, 2003, by GRT and GPLP
to KeyBank National Association, relating to the Credit Facility. (21)
42
10.195 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. (21)
10.196 Open End Mortgage Assignment of Rents, Security Agreement and Fixture
Filing, dated October 17, 2003, between GPLP and KeyBank National
Association, relating to the mortgage on Chillicothe, Ohio for the
Credit Facility. (21)
10.197 Open End Mortgage Assignment of Rents, Security Agreement and Fixture
Filing, dated October 17, 2003, between GPLP and KeyBank National
Association, relating to the mortgage Indian Mound Mall in Heath, Ohio
for the Credit Facility. (21)
10.198 Open End Mortgage Assignment of Rents, Security Agreement and Fixture
Filing, dated October 17, 2003, between GPLP and KeyBank National
Association, relating to a mortgage on New Towne Mall, in New
Philadelphia, Ohio for the Credit Facility. (21)
10.199 Open End Mortgage Assignment of Rents, Security Agreement and Fixture
Filing, dated October 17, 2003, between GPLP and KeyBank National
Association, relating to a mortgage on New Boston Mall in Portsmouth,
Ohio for the Credit Facility. (21)
10.200 Mortgage Assignment of Rents, Security Agreement and Fixture Filing,
dated October 17, 2003, between GPLP and KeyBank National Association,
relating to the mortgage on Clarksville Plaza in Clarksville, Indiana
for the Credit Facility. (21)
10.201 Mortgage Assignment of Rents, Security Agreement and Fixture Filing,
dated October 17, 2003, between GPLP and KeyBank National Association,
relating to the mortgage on Logan Place in Russelville, Kentucky for
the Credit Facility. (21)
10.202 Mortgage Assignment of Rents, Security Agreement and Fixture Filing,
dated October 17, 2003, between GPLP and KeyBank National Association,
relating to the mortgage on Prestonburg Village in Prestonburg,
Kentucky for the Credit Facility. (21)
10.203 Mortgage, dated October 17, 2003, between GPLP and KeyBank National
Association, relating to the mortgage on Gratiot Center in Saginaw,
Michigan for the Credit Facility. (21)
10.204 Deed of Trust, Assignment of Rents, Security Agreement and Fixture
Filing, dated October 17, 2003, by GPLP 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 for the Credit Facility. (21)
10.205 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 for
the Credit Facility. (21)
10.206 Future Advance Deed of Trust Assignment of Rents, Security Agreement
and Fixture Filing, dated October 17, 2003, by GPLP 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 for the Credit Facility. (21)
10.207 Credit Line Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing, dated October 17, 2003, between GPLP and KeyBank
National Association, relating to Twin County Plaza in Galax, Virginia
for the Credit Facility. (21)
10.208 Credit Line Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing, dated October 17, 2003, made by GPLP to Molly Baber
Frick as Trustee for the benefit of KeyBank National Association,
relating to Pea Ridge Plaza in Huntington, West Virginia for the Credit
Facility. (21)
10.209 Promissory Note A1, dated October 17, 2003, between MFC Beavercreek,
LLC and KeyBank National Association, relating to the Mall at Fairfield
Commons in Beavercreek, Ohio. (21)
10.210 Promissory Note A2, dated October 17, 2003, between MFC Beavercreek,
LLC and KeyBank National Association, relating to the Mall at Fairfield
Commons in Beavercreek, Ohio. (21)
10.211 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. (21)
10.212 Key Principal's Guaranty Agreement, dated October 17, 2003, between
GPLP and KeyBank National Association, relating to the loan on the Mall
at Fairfield Commons in Beavercreek, Ohio. (21)
10.213 Purchase Agreement, dated October 22, 2003, between Columbus East Joint
Venture, an Ohio general partnership, and GPLP, relating to Eastland
Columbus. (21)
10.214 First Amendment to Purchase Agreement, dated December 15, 2003, between
Columbus East Joint Venture, an Ohio general partnership, and GPLP,
relating to Eastland Columbus. (21)
43
10.215 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. (21)
10.216 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. (21)
10.217 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. (21)
10.218 Unconditional Guaranty of Payment and Performance, dated December 22,
2003, by Glimcher Properties Corporation to The Huntington National
Bank, relating to Eastland Columbus. (21)
10.219 Unconditional Guaranty of Payment and Performance, dated December 22,
2003, by GPLP to The Huntington National Bank, relating to Eastland
Columbus. (21)
10.220 Membership Interest Purchase Agreement, dated as of November 26, 2003,
between GPLP and NPLP, relating to Polaris Towne Center. (21)
10.221 Membership Interest Purchase Agreement, dated as of November 26, 2003,
by and among GPLP, NPLP and the Class A Members, relating to Polaris
Fashion Place. (21)
21.1 Subsidiaries of the Registrant
23.1 Consent of Independent Accountants
31.1 Certification of the Company's CEO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of the Company's CFO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of the Company's CEO pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of the Company's CFO pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(1) Incorporated by reference to GRT's Registration Statement No. 33-69740.
(2) Incorporated by reference to GRT'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 GRT'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 GRT's Form 8-K filed with the Securities
and Exchange Commission on August 29, 2003.
(5) Incorporated by reference to GRT's Form 8-A filed with the Securities
and Exchange Commission on August 22, 2003.
(6) Incorporated by reference to GRT's Form 8-K filed with the Securities
and Exchange Commission on November 14, 1997.
(7) Incorporated by reference to GRT's Form 8-K filed with the Securities
and Exchange Commission on December 13, 1995.
(8) Incorporated by reference to GRT's Form 8-K filed with the Securities
and Exchange Commission on December 31, 1997.
(9) Incorporated by reference to GRT'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.
(10) Incorporated by reference to GRT's Quarterly Report Form 10-Q for the
period ended March 31, 1999, filed with the Securities and Exchange
Commission on May 14, 1999.
(11) Incorporated by reference to GRT's Quarterly Report Form 10-Q for the
period ended June 30, 1999, filed with the Securities and Exchange
Commission on August 12, 1999.
(12) Incorporated by reference to GRT'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.
(13) Incorporated by reference to GRT'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.
(14) Incorporated by reference to GRT's Quarterly Report Form 10-Q for the
period ended March 31, 2002, filed with the Securities and Exchange
Commission on May 15, 2002.
(15) Incorporated by reference to GRT's Quarterly Report Form 10-Q for the
period ended June 30, 2002, filed with the Securities Exchange
Commission on August 14, 2002.
(16) Incorporated by reference to GRT's Quarterly Report Form 10-Q for the
period ended September 30, 2002, filed with the Securities Exchange
Commission on November 13, 2002.
(17) Incorporated by reference to GRT's Annual Report Form 10-K for the
period ended December 31, 2002, filed with the Securities Exchange
Commission on March 21, 2003.
(18) Incorporated by reference to GRT's Quarterly Report Form 10-Q for the
period ended March 31, 2003, filed with the Securities Exchange
Commission on May 14, 2003.
44
(19) Incorporated by reference to GRT's Quarterly Report Form 10-Q for the
period ended June 30, 2003, filed with the Securities Exchange
Commission on August 12, 2003.
(20) Incorporated by reference to GRT's Form 8-K filed with the Securities
and Exchange Commission on September 8, 2003.
(21) Incorporated by reference to GRT's Form 8-K filed with the Securities
and Exchange Commission on January 20, 2004.
(b) Reports on Form 8-K
1. On October 27, 2003, the Company filed a Form 8-K/A under
"Item 7, amending the Form 8-K filing which reported Glimcher
Properties Limited Partnership's acquisition of WestShore
Plaza Mall on August 27, 2003 and filing the required
financial statements and pro forma financial information
required by Item 7".
2. On October 29, 2003, the Company filed a 8-K under "Items 7
and 12, announcing the issuance of a press release reporting
the Company's financial results for the fiscal quarter ended
September 30, 2003".
45
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/ Herbert Glimcher
----------------------------------------
Herbert Glimcher
Chairman of the Board and Chief
Executive Officer
March 10, 2004
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/ Herbert Glimcher Chairman of the Board, March 10, 2004
--------------------------------- Chief Executive Officer
Herbert Glimcher (Principal Executive Officer)
and Trustee
/s/ Michael P. Glimcher President and Trustee March 10, 2004
---------------------------------
Michael P. Glimcher
/s/ William G. Cornely Executive Vice President, March 10, 2004
--------------------------------- Chief Operating Officer,
William G. Cornely Treasurer and Trustee
/s/ George A. Schmidt Executive Vice President, March 10, 2004
--------------------------------- General Counsel, Secretary
George A. Schmidt and Trustee
/s/ Melinda A. Janik Senior Vice President and March 10, 2004
--------------------------------- Chief Financial Officer
Melinda A. Janik (Principal Financial and
Accounting Officer)
/s/ Philip G. Barach Member, Board of Trustees March 10, 2004
---------------------------------
Philip G. Barach
/s/ Oliver W. Birckhead Member, Board of Trustees March 10, 2004
---------------------------------
Oliver W. Birckhead
/s/ Wayne S. Doran Member, Board of Trustees March 10, 2004
---------------------------------
Wayne S. Doran
/s/ Janice Page Member, Board of Trustees March 10, 2004
---------------------------------
Janice Page
/s/ Alan R. Weiler Member, Board of Trustees March 10, 2004
---------------------------------
Alan R. Weiler
/s/ Harvey A. Weinberg Member, Board of Trustees March 10, 2004
---------------------------------
Harvey A. Weinberg
46
REPORT OF INDEPENDENT AUDITORS
To the Board of Trustees and Shareholders
of Glimcher Realty Trust:
In our opinion, the consolidated financial statements listed in the index
appearing under Item 15(a) (1) present fairly, in all material respects, the
financial position of Glimcher Realty Trust and its subsidiaries at December 31,
2003 and 2002, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedules listed in the index
appearing under Item 15(a) (2), present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedules are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 7 to the consolidated financial statements, the Company, on
January 1, 2001, adopted Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities", as amended and
interpreted. 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" and Statement of
Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
PricewaterhouseCoopers LLP
Columbus, OH
February 23, 2004, except for Note 20, as to which the date is February 27,
2004.
47
GLIMCHER REALTY TRUST
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PAR VALUE AMOUNTS)
DECEMBER 31,
---------------------------
2003 2002
------------ ------------
ASSETS
Investment in real estate:
Land ........................................................................ $ 258,151 $ 215,758
Buildings, improvements and equipment ....................................... 1,819,472 1,565,709
Developments in progress .................................................... 18,123 20,740
----------- -----------
2,095,746 1,802,207
Less accumulated depreciation ............................................... 396,739 332,124
----------- -----------
Property and equipment, net .............................................. 1,699,007 1,470,083
Investment in unconsolidated real estate entities ........................... 8,827 23,047
----------- -----------
Investment in real estate, net ........................................... 1,707,834 1,493,130
----------- -----------
Cash and cash equivalents ........................................................ 11,040 11,309
Restricted cash .................................................................. 20,476 18,566
Tenant accounts receivable, net .................................................. 51,401 68,576
Deferred expenses, net ........................................................... 30,249 26,161
Prepaid and other assets ......................................................... 16,423 14,691
----------- -----------
$ 1,837,423 $ 1,632,433
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable ........................................................... $ 1,214,258 $ 956,130
Notes payable .................................................................... 80,800 139,800
Accounts payable and accrued expenses ............................................ 55,691 59,934
Distributions payable ............................................................ 22,559 21,057
----------- -----------
1,373,308 1,176,921
----------- -----------
Commitments and contingencies
Minority interest in operating partnership ....................................... 22,176 29,020
----------- -----------
Shareholders' equity:
Series B cumulative preferred shares of beneficial interest, $0.01 par value,
5,118,000 shares issued and outstanding ................................... 127,950 127,950
Series F cumulative preferred shares of beneficial interest, $0.01
par value, 2,400,000 shares issued and outstanding ........................ 60,000
Common shares of beneficial interest, $0.01 par value, 35,066,112 and
34,314,646 shares issued and outstanding as of December 31, 2003 and
December 31, 2002, respectively ........................................... 350 343
Additional paid-in capital .................................................. 516,694 509,401
Distributions in excess of accumulated earnings ............................. (261,828) (205,040)
Accumulated other comprehensive loss ........................................ (1,227) (6,162)
----------- -----------
441,939 426,492
----------- -----------
$ 1,837,423 $ 1,632,433
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
48
GLIMCHER REALTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------
2003 2002 2001
---------- ---------- ----------
Revenues:
Minimum rents ............................................................. $ 190,340 $ 154,736 $ 144,977
Percentage rents .......................................................... 8,148 7,069 6,574
Tenant reimbursements ..................................................... 91,655 79,820 70,963
Other ..................................................................... 26,734 26,334 25,752
--------- --------- ---------
Total revenues ......................................................... 316,877 267,959 248,266
--------- --------- ---------
Expenses:
Real estate taxes ......................................................... 34,131 28,265 25,639
Property operating expenses ............................................... 73,431 59,767 51,139
--------- --------- ---------
107,562 88,032 76,778
Provision for doubtful accounts ........................................... 17,338 6,392 6,449
Other operating expenses .................................................. 7,840 7,779 7,980
Write-off of development cost ............................................. 854 420 3,208
Depreciation and amortization ............................................. 66,686 55,870 51,619
General and administrative ................................................ 9,998 10,285 11,175
--------- --------- ---------
Total expenses ......................................................... 210,278 168,778 157,209
--------- --------- ---------
Operating income ....................................................... 106,599 99,181 91,057
Interest income ................................................................ 209 634 1,187
Interest expense ............................................................... 81,355 86,161 85,760
Equity in income of unconsolidated entities .................................... 2,143 3,079 2,040
Income before minority interest in operating partnership, discontinued
operations, (loss) gain on sales of properties and cumulative effect of
accounting change ......................................................... 27,596 16,733 8,524
Minority interest in operating partnership ..................................... 842 2,334 3,519
--------- --------- ---------
Income from continuing operations .............................................. 26,754 14,399 5,005
Discontinued operations:
(Loss) gain on sales of properties ........................................ (3,913) 15,756
(Loss) income from operations ............................................. (1,175) 6,099 20,421
--------- --------- ---------
Income before gain (loss) on sales of properties and cumulative
effect of accounting change ............................................. 21,666 36,254 25,426
Gain (loss) on sales of properties ............................................. 2,156 (610)
--------- --------- ---------
Income before extraordinary item and cumulative effect of accounting change ....
23,822 36,254 24,816
Cumulative effect of accounting change ......................................... (116)
--------- --------- ---------
Net income ............................................................. 23,822 36,254 24,700
Less: Preferred stock dividends ................................................ 13,688 11,833 15,777
Add: Discount on redemption of preferred stock ................................. 22,440
--------- --------- ---------
Net income available to common shareholders ............................ $ 10,134 $ 24,421 $ 31,363
========= ========= =========
EPS available to common shareholders from continuing operations ................ $ 0.43 $ 0.14 $ 0.47
Discontinued operations, (loss) gain on sale of properties and cumulative effect
of accounting change ...................................................... $ (0.13) $ 0.61 $ 0.66
EPS (basic) .................................................................... $ 0.29 $ 0.75 $ 1.14
EPS available to common shareholders from continuing operations ................ $ 0.42 $ 0.14 $ 0.47
Discontinued operations, (loss) gain on sale of properties and cumulative effect
of accounting change ...................................................... $ (0.13) $ 0.61 $ 0.65
EPS (diluted) .................................................................. $ 0.29 $ 0.75 $ 1.12
Cash distributions declared per common share of beneficial interest ............ $ 1.9232 $ 1.9232 $ 1.9232
========= ========= =========
Net income ..................................................................... $ 23,822 $ 36,254 $ 24,700
Other comprehensive income (loss) on derivative instruments, net ............... 4,935 304 (6,466)
--------- --------- ---------
Comprehensive income ........................................................... $ 28,757 $ 36,558 $ 18,234
========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements
49
GLIMCHER REALTY TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002, AND 2001
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
SERIES A-1 AND D SERIES B SERIES F
CONVERTIBLE CUMULATIVE CUMULATIVE
PREFERRED SHARES PREFERRED SHARES PREFERRED SHARES
---------------- ---------------- ----------------
Balance, December 31, 2000 ..................................... $ 90,000 $ 127,950
Distributions declared, $1.9232 per share ....................
Distribution Reinvestment and Share Purchase Plan ............
Exercise of stock options ....................................
401(k) Shares issued .........................................
OP unit conversion ...........................................
Issuance of Shares from public offering ......................
Preferred stock dividends declared, $2.3125 per share ........
Redemption of preferred equity ............................... (90,000)
Net income ...................................................
Other comprehensive income (loss) on derivative instruments...
Transfer from minority interest in partnership ...............
---------- ---------- --------------
Balance, December 31, 2001 127,950
Distributions declared, $1.9232 per share ....................
Distribution Reinvestment and Share Purchase Plan ............
Exercise of stock options ....................................
OP unit conversion ...........................................
Issuance of Shares from public offering ......................
Preferred stock dividends declared, $2.3125 per share ........
Net income ...................................................
Other comprehensive income (loss) on derivative instruments...
Transfer to minority interest in partnership .................
---------- ---------- --------------
Balance, December 31, 2002 ..................................... 127,950
Distributions declared, $1.9232 per share ....................
Distribution Reinvestment and Share Purchase Plan ............
Exercise of stock options ....................................
OP unit conversion ...........................................
Issuance of Shares from public offering ...................... $ 60,000
Preferred stock dividends declared
At $2.3125 per share .......................................
At $0.7717 per share .......................................
Net income ...................................................
Other comprehensive income (loss) on derivative instruments...
Other stock offering cost ....................................
Transfer to minority interest in partnership .................
---------- ---------- --------------
Balance, December 31, 2003 ..................................... $ 0 $ 127,950 $ 60,000
========== ========== ==============
COMMON SHARES OF DISTRIBUTIONS
BENEFICIAL INTEREST ADDITIONAL IN EXCESS OF
------------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL EARNINGS
---------- ------- ---------- -------------
Balance, December 31, 2000 ................................. 23,821,652 $ 238 $ 355,430 $ (143,671)
Distributions declared, $1.9232 per share ................ (54,648)
Distribution Reinvestment and Share Purchase Plan ........ 34,201 525
Exercise of stock options ................................ 265,070 3 4,760
401(k) Shares issued ..................................... 11,646 208
OP unit conversion ....................................... 35,662 1 667
Issuance of Shares from public offering .................. 5,925,000 59 83,649
Preferred stock dividends declared, $2.3125 per share .... (15,777)
Redemption of preferred equity ........................... 22,440
Net income ............................................... 24,700
Other comprehensive income (loss) on derivative
instruments ...........................................
Transfer from minority interest in partnership ........... (3,543)
---------- ----- --------- ------------
Balance, December 31, 2001 30,093,231 301 441,696 (166,956)
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, $2.3125 per share .... (11,833)
Net income ............................................... 36,254
Other comprehensive income (loss) on derivative
instruments ...........................................
Transfer to minority interest in partnership ............. (2,278)
---------- ----- --------- ------------
Balance, December 31, 2002 ................................. 34,314,646 343 509,401 (205,040)
Distributions declared, $1.9232 per share ................ (66,923)
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 Shares from public offering .................. (2,451)
Preferred stock dividends declared
At $2.3125 per share ................................... (11,833)
At $0.7717 per share ................................... (1,854)
Net income ............................................... 23,822
Other comprehensive income (loss) on derivative
instruments ...........................................
Other stock offering cost ................................ 62
Transfer to minority interest in partnership ............. (4,412)
---------- ----- --------- ------------
Balance, December 31, 2003 ................................. 35,066,112 $ 350 $ 516,694 $ (261,828)
========== ===== ========= ============
ACCUMULATED OTHER
COMPREHENSIVE
INCOME/(LOSS) TOTAL
----------------- ---------
Balance, December 31, 2000 ................................. $429,947
Distributions declared, $1.9232 per share ................ (54,648)
Distribution Reinvestment and Share Purchase Plan ........ 525
Exercise of stock options ................................ 4,763
401(k) Shares issued ..................................... 208
OP unit conversion ....................................... 668
Issuance of Shares from public offering .................. 83,708
Preferred stock dividends declared, $2.3125 per share .... (15,777)
Redemption of preferred equity ........................... (67,560)
Net income ............................................... 24,700
Other comprehensive income (loss) on derivative
instruments ........................................... $ (6,466) (6,466)
Transfer from minority interest in partnership ........... (3,543)
------------ --------
Balance, December 31, 2001 (6,466) 396,525
Distributions declared, $1.9232 per share ................ (62,505)
Distribution Reinvestment and Share Purchase Plan ........ 539
Exercise of stock options ................................ 8,755
OP unit conversion ....................................... 2,498
Issuance of Shares from public offering .................. 58,233
Preferred stock dividends declared, $2.3125 per share .... (11,833)
Net income ............................................... 36,254
Other comprehensive income (loss) on derivative
instruments ........................................... 304 304
Transfer to minority interest in partnership ............. (2,278)
------------- --------
Balance, December 31, 2002 ................................. (6,162) 426,492
Distributions declared, $1.9232 per share ................ (66,923)
Distribution Reinvestment and Share Purchase Plan ........ 560
Exercise of stock options ................................ 6,837
OP unit conversion ....................................... 6,704
Issuance of Shares from public offering .................. 57,549
Preferred stock dividends declared
At $2.3125 per share ................................... (11,833)
At $0.7717 per share ................................... (1,854)
Net income ............................................... 23,822
Other comprehensive income (loss) on derivative
instruments ........................................... 4,935 4,935
Other stock offering cost ................................ 62
Transfer to minority interest in partnership ............. (4,412)
------------ --------
Balance, December 31, 2003 ................................. $ (1,227) $441,939
============ ========
The accompanying notes are an integral part of these consolidated financial
statements.
50
GLIMCHER REALTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------
2003 2002 2001
---------- ---------- ----------
Cash flows from operating activities:
Net income ................................................................... $ 23,822 $ 36,254 $ 24,700
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for doubtful accounts .......................................... 18,689 6,601 7,047
Depreciation and amortization ............................................ 66,988 61,570 60,230
Loan fee amortization .................................................... 3,978 5,365 4,784
Equity in income of unconsolidated entities .............................. (2,143) (3,079) (2,044)
Capitalized development costs charged to expense ......................... 1,051 2,883 5,670
Minority interest in operating partnership ............................... 842 2,334 3,519
Cumulative effect of accounting change ................................... 116
Loss (gain) on sales of properties from discontinued
operations .............................................................. 3,913 (15,756)
Loss (gain) on sales of properties ....................................... (3,278) 610
Net changes in operating assets and liabilities:
Tenant accounts receivable, net .......................................... (153) (13,313) (15,162)
Prepaid and other assets ................................................. (2,562) (4,397) 1,803
Accounts payable and accrued expenses .................................... (10,550) (10,862) 10,392
--------- --------- ---------
Net cash provided by operating activities ...................... 100,597 67,600 101,665
--------- --------- ---------
Cash flows from investing activities:
Acquisitions and additions to investment in real estate ...................... (218,875) (53,129) (37,558)
Proceeds from (investment in) unconsolidated entities ........................ 4,382 786 (1,648)
Proceeds from sales of properties - operating ................................ 8,377 35,799
Proceeds from sales of properties - discontinued operations .................. 18,093 196,326
(Payments to) withdrawals from restricted cash ............................... (1,256) 43,371 (38,183)
Additions to deferred expenses ............................................... (10,950) (11,657) (16,292)
--------- --------- ---------
Net cash (used in) provided by investing activities ............ (200,229) 175,697 (57,882)
--------- --------- ---------
Cash flows from financing activities:
(Payments to) proceeds from revolving line of credit, net .................... (59,000) (23,200) (400)
Proceeds from issuance of mortgages and notes payable ........................ 383,000 216,503 387,362
Principal payments on mortgages and notes payable ............................ (205,309) (426,470) (372,687)
Loss on early extinguishment of debt ......................................... 825 3,212 1,099
Proceeds from issuance of common shares of beneficial
interest, net of underwriting and other offering costs of
$184 and $723 for 2002 and 2001, respectively ........................... 58,233 83,708
Proceeds from issuance of Preferred Stock - Series F, net of
underwriting and other offering costs of $2,451 ......................... 57,549
Redemption of preferred shares ............................................... (67,560)
Net proceeds from other issuance of shares ................................... 7,397 9,294 4,283
Cash distributions ........................................................... (85,099) (78,269) (76,293)
--------- --------- ---------
Net cash provided by (used in) financing activities ............ 99,363 (240,697) (40,488)
--------- --------- ---------
Net change in cash and cash equivalents ........................................ (269) 2,600 3,295
Cash and cash equivalents, at beginning of period .............................. 11,309 8,709 5,414
--------- --------- ---------
Cash and cash equivalents, at end of period .................................... $ 11,040 $ 11,309 $ 8,709
========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
51
GLIMCHER REALTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Glimcher Realty Trust (the "Company" or "GRT") is a fully-integrated,
self-administered and self-managed Maryland real estate investment trust
("REIT"), which owns, leases, manages and develops a portfolio of retail
properties (the "Property" or "Properties") consisting of regional malls
("Malls") and community shopping centers (including single tenant retail
properties) ("Community Centers"). At December 31, 2003, the Company managed and
leased a total of 70 Properties, of which 68 were wholly owned and two of which
were partially owned in joint ventures, consisting of 25 Malls and 45 Community
Centers.
Basis of Presentation
The accompanying consolidated financial statements include the accounts
of: (a) Glimcher Realty Trust (the "Company" or "GRT"); (b) Glimcher Properties
Limited Partnership (the "Operating Partnership" or "GPLP") (92.2% and 91.3%
owned by GRT at December 31, 2003 and December 31, 2002, respectively), of which
Glimcher Properties Corporation ("GPC"), a Delaware corporation and a wholly
owned subsidiary of GRT, is the sole general partner; (c) eight Delaware limited
partnerships (Colonial Park Mall Limited Partnership, Grand Central Limited
Partnership, Glimcher University Mall Limited Partnership, Montgomery Mall
Associates Limited Partnership, Catalina Partners Limited Partnership (wholly
owned by Colonial Park Mall Limited Partnership), Loyal Plaza Venture Limited
Partnership, Glimcher Loyal Plaza Tenant Limited Partnership, and San Mall
Limited Partnership); (d) twenty-seven Delaware limited liability companies
(Glimcher Northtown Venture, LLC, Weberstown Mall, LLC, LC Portland, LLC,
Johnson City Venture, LLC, Mount Vernon Venture, LLC, JG Mezzanine, LLC,
Glimcher Westpark Plaza, LLC, Morningside Plaza, LLC, New Boston Mall, LLC,
Shady Springs Plaza, LLC, Southside Mall, LLC, Glimcher Linden Corners, LLC,
Glimcher Ashland Venture, LLC, Glimcher River Valley Mall, LLC, Hocking Valley
Mall, LLC, Glimcher SuperMall Venture, LLC, Dayton Mall Venture, LLC, Glimcher
Columbia, LLC, Fairfield Village, LLC, Great Plains MetroMall, LLC (owned 54% by
Olathe Mall, LLC), GB Northtown, LLC, Charlotte Eastland Mall, LLC, Glimcher
WestShore, LLC, Jersey Gardens Center, LLC, Glimcher Jersey Gardens, LLC (wholly
owned by JG Mezzanine, LLC), MFC Beavercreek, LLC and EM Ohio, LLC); (e) one
Colorado limited liability company (Olathe Mall, LLC); (f) one Ohio limited
partnership (Morgantown Mall Associates Limited Partnership); (g) seventeen
Delaware corporations, (Glimcher Grand Central, Inc., Glimcher Morgantown Mall,
Inc., Glimcher Tampa, Inc., Glimcher Weberstown, Inc., Glimcher Blaine, Inc.,
Glimcher Montgomery, Inc., GP Olathe, Inc., GP Metromall, Inc., Glimcher Johnson
City, Inc., Glimcher Mount Vernon, Inc., Glimcher Auburn, Inc., Glimcher Dayton
Mall, Inc., Glimcher Colonial Park Mall, Inc., Glimcher Loyal Plaza, Inc.,
Glimcher Loyal Plaza Tenant, Inc., San Mall Corporation and Glimcher Eastland,
Inc); (h) two New Jersey Corporations, (Glimcher JG Urban Renewal, Inc. and N.J.
Metromall Urban Renewal, Inc. (wholly owned by JG Mezzanine, LLC)), and (i) two
Delaware business trusts (Glimcher Colonial Trust and Colonial Park Trust
(wholly owned by Colonial Park Mall Limited Partnership)) . All of the above
entities, except as otherwise noted, are wholly owned by GRT, GPLP and/or GPC.
In 2003, the Company held percentage ownership interests in the consolidated
entities ranging from 92.2% to 100.0%. GRT and the Operating Partnership have
investments in two joint ventures which are accounted for under the equity
method. The Operating Partnership is (i) a 49.0% member in Polaris Center, LLC,
a Delaware limited liability company, whose managing member, Glimcher PTC, Inc.,
a Delaware corporation that is wholly owned by GRT, is a 1.0% member and (ii) a
39.29% member in Polaris Mall, LLC, which owns 100% of PFP Columbus, LLC, both
Delaware limited liability companies. Glimcher Development Corporation ("GDC")
and its 100% owned subsidiaries, Ohio Entertainment Corporation ("OEC") and
Trans State Development, Inc., all Delaware corporations, are 100.0% owned by
the Operating Partnership. GDC is a 99% member in Trans State Development, LLC,
a Delaware limited liability company, whose managing member is Trans State
Development, Inc., a 1% member. GDC provides development, construction, leasing
and legal services to the Company, ventures in which the Company has an
ownership interest and to third parties.
The consolidated financial statements of the Company include the
accounts of the Company and the operating partnership for the entities in the
method described in the preceding paragraph. 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.
52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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 $22,901
and $21,938 at December 31, 2003 and 2002, 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. 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
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. The Company also analyzes the
balance of its accounts receivable based on estimates for real estate taxes,
common area maintenance and insurance for each of its Properties by comparing
actual recoveries versus actual expenses and any actual write-offs. Based on
this analysis, the Company may record an additional amount in its allowance for
doubtful accounts related to these items. Tenant accounts receivable in the
accompanying balance sheets are shown net of an allowance for doubtful accounts
of $7,972 and $6,253 as of December 31, 2003 and 2002, 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 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.
Effective January 1, 2002, 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. Management's assessment of
recoverability of its real estate assets under this statement includes, but is
not limited to, recent operating results, expected net operating cash flow and
management's plans for future operations.
The Company recognizes property sales in accordance with SFAS No. 66,
"Accounting for Sales of Real Estate." The Company generally records the sales
of operating properties and outparcels using the full accrual method at closing
when the earnings process is deemed to be complete. Sales not qualifying for
full recognition at the time of sale are accounted for under other appropriate
deferral methods.
Accounting for Acquisitions
For purchases consummated subsequent to June 30, 2001, the effective
date of the SFAS No. 141, "Business Combinations", the fair value of the real
estate acquired is allocated to acquired tangible assets, consisting of land,
building and tenant improvements, and identified intangible assets and
liabilities, consisting of the value of above-market and below-market leases for
acquired in-place leases and the value of tenant relationships, based in each
case on their fair values. Purchase accounting was applied, on a pro-rata basis,
to assets and liabilities related to real estate entities acquired based upon
the percentage of interest acquired.
53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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 similar to those used by independent
appraisers.
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 of $5,931 and the
capitalized below-market lease values of $13,189 are presented in accounts
payable and accrued expenses as a net liability of $7,258 for the acquisitions
through December 31, 2003 in the accompanying consolidated balance sheet and are
amortized as a net increase to rental income over the initial term.
The aggregate value of other acquired intangible assets, consisting of
in-place leases and tenant relationships, is determined by evaluating the
following factors. Factors considered by management in performing these analyses
include 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. No such
amount has been recorded.
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 cost 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:
2003 2002 2001
---------- ---------- ----------
Net income available to common
shareholders:
As reported ........................... $ 10,134 $ 24,421 $ 31,363
Pro forma ............................. $ 10,076 $ 24,346 $ 31,245
Stock Compensation Expense:
Recorded in reported net income for
awards after January 1, 2003 ......... $ 47 $ 0 $ 0
Included in Pro forma for awards
before January 1, 2003 ............. $ 58 $ 75 $ 118
Earnings per share (basic):
As reported .......................... $ 0.29 $ 0.75 $ 1.14
Pro forma ............................ $ 0.29 $ 0.75 $ 1.13
Earnings per share (diluted):
As reported .......................... $ 0.29 $ 0.75 $ 1.12
Pro forma ............................ $ 0.29 $ 0.75 $ 1.12
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, 2003 and 2002, cash and cash
equivalents primarily consisted of overnight purchases of debt securities. The
carrying amounts approximate fair value.
54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires the disclosures of the fair value of GRT's financial instruments for
which it is practicable to estimate that value, whether or not such instruments
are recognized in the consolidated balance sheets. SFAS No. 107 does not apply
to all balance sheet items and the Company has utilized market information as
available or present value techniques to estimate the SFAS No. 107 values
required to be disclosed. Since such values are estimates, there can be no
assurance that the SFAS No. 107 value of any financial instrument could be
realized by immediate settlement of the instrument.
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.
Deferred Expenses
Deferred expenses consist principally of financing fees, leasing
commissions paid to third parties and direct costs related to leasing
activities. 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 $21,127 and $16,577 as of December
31, 2003 and 2002, respectively. During 2003, 2002 and 2001, the Company
expensed $826, $2,260 and $1,299, 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,
---------------------------
2003 2002 2001
------- ------- -------
Interest capitalized .......... $ 698 $ 900 $ 4,128
Interest expense .............. 76,550 78,547 79,053
Amortization of loan fees...... 4,805 7,614 6,707
------- ------- -------
Total interest costs .......... $82,053 $87,061 $89,888
======= ======= =======
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.
55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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 $2,106, $1,164 and $1,807 for the years ended December
31, 2003, 2002 and 2001, respectively.
Income Taxes
GRT files as a REIT under Sections 856-860 of the Internal Revenue Code
of 1986, as amended (the "Code"). In order to qualify as a REIT, GRT is required
to distribute at least 90.0% of its ordinary taxable income to shareholders and
to meet certain asset and income tests as well as certain other requirements.
GRT will generally not be liable for federal income taxes, provided it satisfies
the necessary distribution requirements and maintain 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. The Company
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 Interest
Minority interest represents 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 held by the Unit Holders by the total Operating Partnership
Units outstanding. The issuance of additional shares of beneficial interest (the
Common "Shares" or "Share") or Operating Partnership 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
Accounts payable of $3,020, $3,615 and $3,527 were accrued for real
estate improvements and other assets as of December 31, 2003, 2002 and 2001,
respectively. During the fourth quarter of 2002, the Company issued 195,149 new
Operating Partnership units with a value of $3,176 in connection with the San
Mall, LLC transaction. Also, during the third quarter of 2001, the Company
issued 260,583 new Operating Partnership units with a value of $4,000 in
connection with the Polaris Mall, LLC transaction.
Share distributions of $16,860, $16,498 and $14,469 and Operating
Partnership distributions of $1,427, $1,577 and $1,534 had been declared but not
paid as of December 31, 2003, 2002 and 2001, respectively. Series B cumulative
preferred share distributions of $2,959, $2,959 and $2,959 had been declared but
not paid as of December 31, 2003, 2002 and 2001, respectively. Series F
cumulative preferred share distributions of $1,313 had been declared but not
paid as of December 31, 2003. Amounts paid for interest, exclusive of
capitalized interest, were $76,520, $83,746 and $88,479 in 2003, 2002 and 2001,
respectively. Amounts paid for state and local taxes were $765, $660 and $640 in
2003, 2002 and 2001, respectively.
As a result of the Company's acquisitions of joint venture interest not
previously owned, $80,439, $156,682 and $162,990 of debt was assumed for the
years ending December 31, 2003, 2002 and 2001, respectively.
Accounts receivable balances have been written off against the
allowance for doubtful accounts for $15,619, $3,555 and $4,378 for the years
ending December 31, 2003, 2002 and 2001, respectively.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles 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. For example, estimates are used to establish common area
maintenance, real estate tax and insurance tenant accounts receivable, and
accounts receivable reserves. The Company bases its estimates on changes in
Property occupancy, mix of tenants and industry trends of tenant credit risk.
Actual results could differ from those estimates.
56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
New Accounting Pronouncements
In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45")
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others (an interpretation of SFAS No. 57
and No. 107 and rescission FIN 34)". FIN 45 clarifies the requirements of SFAS
No. 5 relating to a guarantor's accounting for, and disclosure of, the issuance
of certain types of guarantees, and requires that upon the issuance of a
guarantee, the guarantor must recognize a liability for the fair value of the
obligation it assumes under that guarantee. The disclosure requirements of FIN
45 are effective for financial statements of periods ending after December 15,
2002. The recognition provisions of FIN 45 are effective on a prospective basis
to guarantees issued or modified after December 31, 2002. There was no material
impact on the Company's financial position as a result of this new pronouncement
at December 31, 2003.
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.
Effective January 1, 2003, the Company adopted SFAS No. 145 "Rescission
of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections", a standard that addresses the classification of gains or
losses from early extinguishment of debt. Prior to the adoption of SFAS No. 145,
the Company reported losses from the early extinguishment of debt as
extraordinary items. During the twelve months ended December 31, 2002, the
Company recorded $2,260 in extraordinary items from operations and $9,067 in
extraordinary items from discontinued operations that resulted from the early
extinguishment of debt. In 2003, these charges were reclassified to interest
expense and income from discontinued operations, respectively, to comply with
SFAS No. 145. These reclassifications had no impact on reported net income.
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 has been postponed by FASB Staff Position No. FIN 46-6 and will
be effective 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
potential impact of FIN 46 has been evaluated regarding potential impact to the
Company's joint venture interests. Based upon the analysis, the Company does not
anticipate that FIN 46 will have an 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 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. The
Company has 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 the Company's financial position as a result of this new
pronouncement at December 31, 2003.
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 2003 presentation.
57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
3. MORTGAGE NOTES PAYABLE
PAYMENT
TERMS/
CARRYING AMOUNT OF INTEREST INTEREST PREPAYMENT PAYMENT AT MATURITY
DESCRIPTION MORTGAGE NOTES PAYABLE RATE TERMS DATE MATURITY DATE
----------- ---------------------- ------------ -------- ---------- ---------- -------------
2003 2002 2003 2002
----------- --------- ----- -----
FIXED RATE
Glimcher Jersey Gardens, LLC $ 135,000 $ 135,000 4.31% 4.31% (a) $ 135,000 June 9, 2004
JG Mezzanine, LLC 28,141 29,517 10.53% 10.53% (b) $ 27,986 June 9, 2004
Montgomery Mall Associates, LP 44,909 45,526 6.79% 6.79% (b) $ 43,843 (d)
Weberstown Mall, LLC 19,617 19,839 7.43% 7.43% (b) $ 19,033 May 1, 2006
San Mall, LP 34,402 34,793 8.35% 8.35% (b) $ 32,623 (e)
Colonial Park Mall, LP 33,899 7.73% (b) $ 32,033 (e)
Charlotte Eastland Mall, LLC 45,974 7.84% (b) $ 42,323 (f)
Morgantown Mall Associates, LP 55,005 55,742 6.89% 6.89% (b) $ 50,823 (f)
Grand Central, LP 49,921 50,530 7.18% 7.18% (b) $ 46,065 Feb. 1, 2009
Johnson City Venture, LLC 39,957 40,288 8.37% 8.37% (b) $ 36,981 June 1, 2010
Ashland Venture, LLC 26,196 26,596 7.25% 7.25% (b) $ 21,817 Nov. 1, 2011
Dayton Mall Venture, LLC 58,171 58,819 8.27% 8.27% (b) $ 49,824 (g)
Glimcher WestShore, LLC 99,658 5.09% (b) $ 84,824 Sep. 9, 2012
University Mall, LP 66,158 67,203 7.09% 7.09% (b) $ 52,524 (h)
LC Portland, LLC 139,120 5.42% (b) $ 116,922 (i)
MFC Beavercreek, LLC 113,874 5.45% (b) $ 92,762 (j)
Glimcher SuperMall Venture, LLC 61,804 62,462 7.54% 7.54% (b) $ 49,969 (k)
Other Fixed Rate Debt 18,636 18,965 (l) (l) (b) $ 17,173 (m)
Tax Exempt Bonds 19,000 19,000 6.00% 6.00% (c) $ 19,000 Nov. 1, 2028
----------- ---------
1,089,442 664,280
----------- ---------
VARIABLE RATE
Great Plains Metro Mall, LLC 25,000 25,000 5.05% 3.30% (n) (b) $ 25,000 July 9, 2004
Olathe Mall, LLC 17,000 17,000 9.17% 7.42% (o) (a) $ 17,000 (p)
Glimcher River Valley Mall , LLC 38,000 38,000 5.00% 5.00% (q) (a) $ 38,000 Dec. 31, 2004
EM Ohio, LLC 24,000 3.15% (r) (a) $ 24,000 Jan. 1, 2007
Other Variable Rate Debt 20,816 16,039 (s) (s) (s) (a)(b) $ 20,463 (t)
----------- ---------
124,816 96,039
----------- ---------
EXTINGUISHED DEBT 195,811 (u)
----------- ---------
TOTAL MORTGAGE NOTES PAYABLE $ 1,214,258 $ 956,130
=========== =========
(a) The loan requires monthly payments of interest only.
(b) The loan requires monthly payments of principal and interest.
(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 July 2027, with an optional prepayment date in 2012.
(h) The loan matures in January 2028, with an optional prepayment date in 2013.
(i) The loan matures in June 2033, with an optional prepayment date in 2013.
(j) The loan matures in November 2033, with an optional prepayment date in
2014.
(k) The loan matures in February 2028, with an optional prepayment date in
2015.
(l) Interest rates ranging from 6.78% to 7.49% at December 31, 2003 and at
December 31, 2002.
(m) Final maturity dates ranging from February 2007 to August 2011.
(n) Interest rate of LIBOR (capped by a derivative at 4.00%) plus 388 basis
points until maturity.
(o) Interest rate of LIBOR (capped by a derivative at 4.00%) plus 800 basis
points until maturity.
(p) On February 9, 2004, $17,000 of the principal balance was repaid.
(q) Interest rate equal to the greater of 5.00% or LIBOR plus 235 basis points.
(r) Interest rate of LIBOR plus 200 basis points.
(s) Interest rates ranging from LIBOR plus 195 to 250 basis points (3.09% to
3.69% at December 31, 2003 and 3.38% to 4.00% at December 31, 2002).
(t) Final maturity dates ranging from May 2004 to August 2005.
(u) Interest rates ranging from 3.33% to 7.49% at December 31, 2002.
All mortgage notes payable are collateralized by certain Properties
owned by the respective entities with an aggregate net book value of $1,493,456
and $1,202,975 at December 31, 2003 and December 31, 2002, 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 as part of a group of Properties. Under
such cross-default provisions, a default under any mortgage included in a
cross-defaulted package may constitute a default under all such mortgages and
may lead to acceleration of the indebtedness due on each Property within the
collateral package. In general, the cross-defaulted Properties are under common
ownership. Additionally, $30,000 of mortgage notes payable relating to a
Property has been guaranteed by the Company.
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Principal maturities (excluding extension options) on mortgage notes
payable during the five years subsequent to December 31, 2003, are as follows:
2004 $263,113; 2005 $69,603; 2006 $136,906; 2007 $84,459; 2008 $114,249;
thereafter $626,728.
4. NOTES PAYABLE
On October 17, 2003, the Company entered into a new Credit Facility
that provides the Company with the ability to borrow up to $150.0 million. This
Credit Facility expires October 16, 2006 and replaced the former line of credit,
which was scheduled to mature on January 31, 2004. The new Credit Facility is
collateralized with first mortgage liens on three Malls and eleven Community
Centers with a net book value of $136,368 at December 31, 2003. 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 1.50% per
annum. Payments due under the Credit Facility are guaranteed by the Company.
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 its total asset
value. At December 31, 2003, the outstanding balance on the Credit Facility was
$80.8 million. Additionally, $4.2 million represents a holdback on the available
balance of the Credit Facility for letters of credit issued under the Credit
Facility. As of December 31, 2003, the unused balance of the Credit Facility
available to the Company was $65.0 million.
5. INCOME TAXES
The following table reconciles the Company's net income to taxable
income for the years ended December 31, 2003, 2002 and 2001:
2003 2002 2001
--------- --------- ---------
Net income ................................ $ 23,822 $ 36,254 $ 24,700
Add: Net loss of taxable REIT
subsidiaries ....................... 1,738 2,211 3,296
-------- -------- --------
Net income from REIT operations (1) ....... 25,560 38,465 27,996
Add: Book depreciation and amortization . 61,189 60,926 54,116
Less: Tax depreciation and amortization . (51,454) (49,976) (43,256)
Book loss/(gain) from capital
transactions .......................... 1,612 (6,154) (827)
Tax (loss)/gain from capital
transactions .......................... (1,602) 2,483 (1,445)
Other book/tax differences, net ......... (8,096) (2,535) 16,129
-------- -------- --------
Taxable income before adjustments ......... 27,209 43,209 52,713
Less: Capital gains ..................... - (21,400) (3,685)
-------- -------- --------
Adjusted taxable income subject to 90%
dividend requirement .................... $ 27,209 $ 21,809 $ 49,028
======== ======== ========
(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, 2003, 2002 and 2001:
2003 2002 2001
--------- --------- ---------
Cash dividends paid ........................ $ 78,937 $ 72,309 $ 70,610
Less: Dividends designated to prior year . (19,457) (17,428) (14,410)
Plus: Dividends designated from following
year................................ 21,131 19,457 17,428
Less: Portion designated return of
capital ............................ (53,402) (31,129) (20,915)
-------- -------- --------
Dividends paid deduction ................... $ 27,209 $ 43,209 $ 52,713
======== ======== ========
59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Characterization of distributions:
The following table characterizes distributions paid per common share
for the years ended December 31, 2003, 2002 and 2001:
2003 2002 2001
------------------ ------------------- -------------------
AMOUNT % AMOUNT % AMOUNT %
--------- ------- --------- ------- --------- -------
Ordinary income ................... $ 0.3888 20.22% $ 0.4870 25.32% $ 1.0985 57.12%
Return of Capital ................. 1.5344 79.78 0.9583 49.83 0.7412 38.54
Capital gains ..................... 0.0000 00.00 0.0839 4.36 0.0370 1.92
Unrecaptured Section 1250 gain .... 0.0000 00.00 0.3940 20.49 0.0465 2.42
--------- ------ --------- ------ --------- ------
$ 1.9232 100.00% $ 1.9232 100.00% $ 1.9232 100.00%
========= ====== ========= ====== ========= ======
The following table characterizes distributions paid per preferred
share Series B for the years ended December 31, 2003, 2002 and 2001:
2003 2002 2001
------------------ ------------------- -------------------
AMOUNT % AMOUNT % AMOUNT %
--------- ------- --------- ------- --------- -------
Ordinary income ................... $ 2.3125 100.00% $ 1.1672 50.47% $ 2.1495 92.95%
Return of Capital ................. 0.0000 0.00 0.0000 0.00 0.0000 0.00
Capital gains ..................... 0.0000 0.00 0.2011 8.70 0.0722 3.12
Unrecaptured Section 1250 gain .... 0.0000 0.00 0.9442 40.83 0.0908 3.93
--------- ------ --------- ------ --------- ------
$ 2.3125 100.00% $ 2.3125 100.00% $ 2.3125 100.00%
========= ====== ========= ====== ========= ======
The following table characterizes distributions paid per preferred
share Series F for the year ended December 31, 2003:
2003
-------------------
AMOUNT %
--------- -------
Ordinary income.................... $ 0.7717 100.00%
Return of Capital ................. 0.0000 0.00
Capital gains...................... 0.0000 0.00
Unrecaptured Section 1250 gain..... 0.0000 0.00
--------- -----
$ 0.7717 100.00%
========= ======
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:
2003 2002 2001
-------- -------- --------
Deferred tax assets (liabilities):
Investment in partnership..................... $ 0 $ (27) $ 0
Capitalized development costs................. (158) (367) (2,025)
Depreciation and amortization................. 6 0 (69)
Allowance for doubtful accounts............... 40 40 40
Charitable contributions...................... 9 0 0
Other ........................................ 2 0 0
Tax loss carryforwards, net................... 2,384 2,673 3,101
------- ------- -------
Net asset deferred tax asset (liability)...... 2,283 2,319 1,047
Valuation allowance........................... (2,283) (2,319) (1,047)
------- ------- -------
Net deferred tax asset (liability)............ $ 0 $ 0 $ 0
======= ======= =======
The gross tax loss carryforwards total $5,959 and expire $1,096, $4,508
and $355 in 2012, 2018 and 2020, respectively.
The income tax provision consisted of $49, $48 and $39 in 2003, 2002
and 2001, 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 $929, $969 and $1,644 in 2003, 2002 and
2001, respectively. A full valuation allowance had previously been provided
against the tax loss carryforwards utilized.
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
In 2003, 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
The Company's Declaration of Trust authorizes the Company to issue up
to an aggregate 100,000,000 shares of the Company, consisting of common shares
and/or one or more series of preferred shares of beneficial interest.
On November 17, 1997, the Company completed a $120,000 public offering
of 4,800,000 shares of 9-1/4% Series B cumulative preferred shares of beneficial
interest (the "B Preferred Shares"). On November 25, 1997, the Company sold an
additional 318,000 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 B Preferred Shares are payable
quarterly in arrears. The Company generally may redeem the B Preferred Shares
anytime on or after November 15, 2003, at a redemption price of $25.00 per
share, plus accrued and unpaid distributions. The proceeds from a new preferred
offering in January 2004 were used to redeem these shares. The new offering
transaction is disclosed in Note 20.
The redemption price (other than the portion thereof consisting of
accrued and unpaid distributions) is payable solely out of the sale proceeds of
other capital shares of the Company, which may include other series of preferred
shares. The Company contributed the proceeds to the Operating Partnership in
exchange for preferred units. The Operating Partnership pays a preferred
distribution to the Company equal to the dividends paid on the B Preferred
Shares.
On March 9, 1999, the Board of Trustees adopted a Preferred Share
Purchase Plan (the "Plan") pursuant to which a distribution will be made of one
preferred share purchase right (a "Right") for each outstanding common share.
The distribution was made on March 22, 1999, to the shareholders of record at
the close of business on that date. 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.
7. DERIVATIVE FINANCIAL INSTRUMENTS
On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities"
and interpreted by Derivatives Implementation Group Issues. SFAS No. 133, as
amended, establishes accounting and reporting standards for derivative
instruments. Specifically, SFAS No. 133 requires an entity to recognize all
derivatives as either assets or liabilities in the financial statements and to
measure those instruments at fair value.
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
The adoption of the new standard resulted in a cumulative effect
transition loss adjustment of $195 to other comprehensive income to recognize
the fair values of the interest rate swap agreements as of January 1, 2001. The
Company also recognized a cumulative effect transition loss adjustment of $116
in earnings as of January 1, 2001, to recognize the fair values of the interest
rate caps. During the year ended December 31, 2001, the Company recognized
additional other comprehensive loss of $6,271 to adjust the carrying amount of
the interest rate swaps and caps to their fair values at December 31, 2001,
which includes $4,966 in reclassifications to earnings for interest rate swap
settlements and interest rate cap amortization during the period and $822 in
minority interest participation. 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.
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 that variability in cash flows
might impact 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, 2003. 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.
INTEREST
HEDGE TYPE NOTIONAL VALUE RATE MATURITY FAIR VALUE
--------------------------------------- -------------- -------- -------------- ----------
Swap - Cash Flow...................... $162,000 2.34% June 15, 2004 $ (991)
Sold Cap - Cash Flow................... $162,000 7.00% June 15, 2004 -
Cap - Cash Flow........................ $165,000 7.00% June 15, 2004 -
Cap - Cash Flow........................ $ 42,000 4.00% July 15, 2004 -
On December 31, 2003, the derivative instruments were reported at their
aggregate fair value of $(991) 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). The unrealized gains and losses held in accumulated
other comprehensive income will be reclassified to earnings in future periods,
of which $1,227 is expected to be reclassified in 2004. This reclassification
will correlate with the recognition of the hedged interest payments in earnings.
There was no hedge ineffectiveness during the twelve months ended December 31,
2003.
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, 2003 are as follows:
2004................................. $206,850
2005................................. 182,069
2006................................. 159,671
2007................................. 138,772
2008................................. 119,560
Thereafter........................... 111,012
--------
$917,934
========
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 $2,065, $2,214 and $2,233 for the years ended December 31, 2003, 2002
and 2001, respectively. In 2003, 2002 and 2001, 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.
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
9. INVESTMENT IN UNCONSOLIDATED ENTITIES
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. At December 31, 2002, investment in unconsolidated real
estate entities consists of a 50.00% interest in Colonial Park Mall Limited
Partnership, a 50.00% interest in Polaris Center, LLC, a 20.00% interest in
Charlotte Eastland Mall, LLC, a 39.29% interest in Polaris Mall, LLC and a
50.00% interest in G & G Blaine, LLC.
The share of net income for the period January 1, 2001 through March
31, 2001, includes the Company's 30.00% interest in Elizabeth MetroMall, LLC and
Jersey Gardens Center, LLC. Effective April 6, 2001, the Company acquired an
additional 30.00% interest in each entity and subsequently, in May 2001 acquired
the remaining 40.00% interest in each entity. The share of net income for the
period January 1, 2001 through July 17, 2002, includes the Company's 37.85%
interest in Glimcher SuperMall Venture, LLC. Effective July 18, 2002, the
Company acquired the remaining third party interests in Glimcher SuperMall
Venture, LLC. The share of net income from January 1, 2001 through August 4,
2002, includes the Company's 50.00% interest in Dayton Mall Venture, LLC.
Effective August 5, 2002, the Company acquired the remaining third party
interest in Dayton Mall Venture, LLC. Additionally, the share of net income for
the period January 1, 2001 through November 17, 2002 includes the Company's
20.00% interest in San Mall, LLC. Effective November 18, 2002, the Company
acquired the remaining 80.00% interest in this entity. The share of net income
for the nine months ended September 30, 2002, includes the Company's 20.00%
joint venture interest in San Mall, LLC. 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% third party 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%
third party 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%
interest in Charlotte Eastland Mall, LLC. Effective August 14, 2003, the Company
acquired the remaining 80% third party 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 provides 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 $235, $1,776, and $2,447 for services provided to the
joint ventures for the year ended December 31, 2003, 2002 and 2001,
respectively.
The summary financial information of the Company's unconsolidated real
estate entities and a summary of the Operating Partnership's investment in and
share of net income (loss) from such unconsolidated entities are presented
below:
BALANCE SHEETS
DECEMBER 31,
----------------------
2003 2002
---------- ---------
Assets:
Investment properties at cost, net .............. $ 184,497 $ 285,299
Other assets .................................... 13,238 20,578
--------- ---------
$ 197,735 $ 305,877
========= =========
Liabilities and Members' Equity:
Mortgage note payable ........................... $ 190,465 $ 242,486
Other liabilities ............................... 8,326 16,550
--------- ---------
198,791 259,036
Members' equity ................................. (1,056) 46,841
--------- ---------
$ 197,735 $ 305,877
========= =========
Operating Partnership's Share of Members' equity.. $ 961 $ 16,997
========= =========
RECONCILIATION OF MEMBERS' EQUITY TO COMPANY INVESTMENT IN UNCONSOLIDATED
ENTITIES:
Members' equity ................................. $ 961 $ 16,997
Advances to (from) and additional costs ......... 7,866 6,050
--------- ---------
Investment in unconsolidated entities ........... $ 8,827 $ 23,047
========= =========
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2003 2002 2001
-------- -------- --------
Total revenues ..................... $ 40,890 $ 81,928 $ 92,626
Operating expenses ................. 14,689 35,056 40,819
-------- -------- --------
Net operating income ............... 26,201 46,872 51,807
Depreciation and amortization ...... 8,702 15,976 18,140
Other expenses ..................... 132 714 1,809
Interest expense, net .............. 13,163 22,323 26,335
-------- -------- --------
Net income ......................... $ 4,204 $ 7,859 $ 5,523
======== ======== ========
Company's share of net income ...... $ 2,284 $ 3,126 $ 2,040
======== ======== ========
10. RELATED PARTY TRANSACTIONS
In connection with its initial public offering in 1994, the Company and
its affiliates acquired several properties (the "Glimcher Properties" or
singularly, a "Glimcher Property") from Herbert Glimcher, David J. Glimcher and
entities, or the beneficial owners of such entities, affiliated with Herbert
Glimcher and David J. Glimcher (collectively, the "Glimcher Entities"). Herbert
Glimcher is the Chairman of the Board and the Chief Executive Officer of the
Company. David J. Glimcher is a former executive officer and trustee of the
Company, a son of Herbert Glimcher, and a brother of Michael Glimcher, the
Company's President. In addition, at the time, the Company was granted options
("Purchase Options") to purchase, at the lower cost of ninety percent (90%) of
its fair market value (as determined by a third party independent appraiser
selected by the independent trustee), the interest of certain of the Glimcher
Entities in such parcels. As of December 31, 2003, the Company had Purchase
Options in connection with the following parcels: (i) three undeveloped
outparcels contiguous to four of the Glimcher Properties aggregating
approximately 95.43 acres, (ii) an approximately 58.7 acre parcel of undeveloped
land in Delaware County, Ohio, which is not contiguous to any of the Glimcher
Properties; and (iii) various other parcels of undeveloped land which are not
contiguous to any of the Glimcher Properties, ranging in size from less than one
acre to approximately 12.7 acres. Each Purchase Option is exercisable only if
the respective parcel is developed as a retail property.
During 1999, the Company exercised its option to purchase 28.695 acres
of land located adjacent to The Mall at Fairfield Commons for approximately
$5,000 from an Ohio Limited partnership in which Herbert Glimcher, Michael P.
Glimcher, other immediate Glimcher family members and William R. Husted, former
Senior Vice President of the Company and Douglas W. Campbell, Vice President
Construction Services of the Company have an ownership interest (the
"Beavercreek Partnership"). In connection with such purchase, GPLP issued to the
Beavercreek Partnership a promissory note for the entire purchase price in the
amount of $5,000, which bears interest at a rate equal to 30 days LIBOR,
calculated on the first day of each month, plus 160 basis points. The maturity
date of the note had been extended to January 2004, but was paid in full on
April 2, 2003. Approximately $0, $4,909 and $4,924 is included in accounts
payable at December 31, 2003, 2002 and 2001, respectively, relating to this
transaction. Interest paid was $100, $286 and $300 for the years ended December
31, 2003, 2002 and 2001, respectively.
The Company paid The Glimcher Company ("TGC") and Corporate Flight,
Inc. ("CFI"), which are both wholly owned by Herbert Glimcher, $7 and $305 for
the year ended December 31, 2003, $26 and $499 for the year ended December 31,
2002 and $5 and $324 for the year ended December 31, 2001, respectively, for the
use in connection with Company related matters, of a coach owned by TGC and an
airplane owned by CFI. The Company's joint ventures made no payments for the
year ended December 31, 2003, $1 and $63 for the year ended December 31, 2002
and $8 and $85 for the year ended December 31, 2001, respectively. Additionally,
the Company paid Triad CM ("Triad"), fifty percent (50%) of which was owned by
TGC, which is wholly owned by Herbert Glimcher, $137, $1,409 and $630 for the
years ended December 31, 2003, 2002 and 2001, respectively, in connection with
subcontracting work at the Company's Properties. TGC disposed of its entire
interest in Triad effective in 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, $1,500 and $4,200 for the years ended
December 31, 2003, 2002 and 2001, 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.
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE 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, with The Huntington National Bank, Key Bank National
Association, National City Bank and The Provident Bank (the "Construction Loan
Agreement"), Herbert Glimcher provided the Bank Group with 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 and Chief Executive Officer, 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 $253, $224 and $186 for the years ended December 31,
2003, 2002 and 2001, 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 enclosed approximately 1.6 million square
foot super regional mall located in Columbus, Ohio, from NPLP 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 Operating 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 Town 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 units of
limited partnership in GPLP ("Units"). WSS also indirectly owns Units in GPLP by
virtue of its ownership interest in NP Limited Partnership, an Ohio limited
partnership ("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 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, the Chairman
of the Company's Board of Trustees and the Company's Chief Executive Officer,
and the sister of Michael Glimcher, the President of the Company. 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 Operating Partnership units.
The Company provides 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. 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. An estimated receivable for CAM, tax and insurance related to 2002
recoveries for Plaza Vista Mall is included in accounts receivable for
approximately $75 at December 31, 2003 and December 31, 2002.
65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
A brother of Herbert Glimcher owns a company that leases seven store
locations in the Company's Properties. Minimum Rents were $268, $266 and $117
for the years ended December 31, 2003, 2002, and 2001, respectively, and prepaid
amounts from these tenants were $0, $0, and $32 at December 31, 2003, 2002, and
2001, respectively.
Herbert Glimcher has provided a loan guarantee to a private company
unaffiliated with the Company that leases space commencing November 16, 2002 in
a Mall in which the Company has a joint venture interest. Minimum rent was $21
for the year ended December 31, 2003.
The Glimcher Group, owned by Robert Glimcher, a son of Herbert
Glimcher, the Chairman of the Company's Board of Trustees and the Company's
Chief Executive Officer, and a brother of Michael Glimcher, the President of the
Company, owes the Company $10 for reimbursement of expenses for shared space at
a convention in May 2003. The David J Glimcher Co., owned by David Glimcher,
reimbursed the Company $10 related to expenses for shared space at a convention
in May 2003.
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, the Chairman of the Board and Chief
Executive Officer of the Company, and the sister of Michael Glimcher, the
President of the Company. 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 2004. Additionally,
three of GRT's Properties are subject to long-term ground leases where a third
party owns the underlying land and has leased the land to GRT. GRT pays rent,
ranging from $14 to $28 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, 2003
are as follows:
OFFICE LEASE GROUND LEASES
------------ -------------
2004................... $ 415 $ 50
2005................... 415 43
2006................... 432 43
2007................... 432 43
2008................... 43
Thereafter............. 711
------- ------
$ 1,694 $ 933
======= ======
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Office rental expenses (including miscellaneous month-to-month lease
rentals) for the years ended December 31, 2003, 2002 and 2001 were $572, $593
and $651, respectively. Ground lease expenses for the years ended December 31,
2003, 2002 and 2001 were $59, $59 and $59, respectively.
The Company has provided guarantees in connection with the outstanding
debt of Polaris Fashion Place in which the Company is an equity member. 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 $2,941 at December
31, 2003. As of December 31, 2003, no reserves for losses have been provided in
connection with this guarantee, as the Company does not expect to incur any
liability.
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 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 reserved $232 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.
12. SHARE OPTION PLANS
GRT has established the Employee Share Option Plan (the "Employee
Plan"), the Trustee Share Option Plan (the "Trustee Plan") and the 1997
Incentive Plan (the "Incentive Plan") for the purpose of attracting and
retaining the Company's trustees, executive and other employees. A maximum of
400,000 shares have been reserved for issuance under the Employee Plan, a
maximum of 700,000 shares have been reserved for issuance under the Trustee Plan
and a maximum of 3,000,000 shares have been reserved for issuance under the
Incentive Plan.
A summary of the status of the Company's three option plans at December
31, 2003, 2002 and 2001 and changes during the years ending on those dates is
presented below. Options issued under the Incentive Plan are included under the
Trustee Plan and Employee Plan.
2001 2002 2003
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
---------- --------- ---------- ---------- ---------- ---------
TRUSTEE PLAN:
Outstanding at beginning of year......... 1,193,500 $17.458 1,222,500 $17.360 1,256,500 $17.541
Granted.................................. 96,000 $14.750 121,000 $17.610 121,000 $18.930
Exercised................................ (52,000) $14.819 (87,000) $15.087 (206,500) $18.259
Forfeited................................ (15,000) $16.181
--------- --------- ---------
Outstanding at end of year............... 1,222,500 $17.360 1,256,500 $17.541 1,171,000 $17.558
========= ========= =========
EMPLOYEE PLAN:
Outstanding at beginning of year......... 1,241,014 $15.738 1,371,023 $15.717 1,018,767 $16.925
Granted.................................. 411,500 $14.750 278,250 $17.662 325,000 $18.930
Exercised................................ (213,070) $15.475 (515,467) $14.439 (207,032) $14.811
Forfeited................................ (68,421) $14.044 (115,039) $15.456 (72,509) $17.293
--------- --------- ---------
Outstanding at end of year............... 1,371,023 $15.717 1,018,767 $16.925 1,064,226 $17.958
========= ========= =========
Options exercisable at year-end under
the Trustee Plan....................... 967,167 1,081,500 979,330
Options exercisable at year-end under
the Employee Plan...................... 686,087 545,307 540,007
Weighted-average fair value of options
granted during the year................ $ 0.1204 $ 0.3341 $ 0.4560
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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 2003, 2002 and
2001 were 6.2%, 6.3% and 5.6%, respectively. Expected average lives of five
years, annual dividend rates of $1.9232 and weighted average volatility of
11.8%, 12.0% and 12.6% in 2003, 2002 and 2001, respectively.
The following table summarizes information regarding the options
outstanding at December 31, 2003 under the Company's plans:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------- ---------------------------------------------
WEIGHTED- WEIGHTED-
NUMBER AVERAGE AVERAGE NUMBER WEIGHTED-
RANGE OF OUTSTANDING AT REMAINING EXERCISE EXERCISABLE AT AVERAGE
EXERCISE PRICES DECEMBER 31, 2003 CONTRACTUAL LIFE PRICE DECEMBER 31, 2003 EXERCISE PRICE
--------------- ----------------- ---------------- ---------- ----------------- --------------
Trustee Plan:
$20.250 51,500 0.1 $20.250 51,500 $20.250
$20.250 1,500 1.2 $20.250 1,500 $20.250
$17.000 51,000 2.2 $17.000 51,000 $17.000
$18.750 - $20.750 293,000 3.4 $20.115 293,000 $20.115
$20.500 110,000 4.4 $20.500 110,000 $20.500
$15.000 273,000 5.2 $15.000 273,000 $15.000
$12.280 81,000 6.2 $12.280 81,000 $12.280
$14.750 81,000 7.2 $14.750 56,000 $14.750
$17.610 112,000 8.2 $17.610 45,330 $17.610
$18.930 - $22.360 117,000 9.2 $18.930 17,000 $18.930
--------- -------
$12.280 - $22.360 1,171,000 5.2 $17.558 979,330 $17.486
========= =======
Employee Plan:
$20.250 29,850 0.1 $20.250 29,850 $20.250
$17.000 15,750 2.2 $17.000 15,750 $17.000
$18.750 - $21.875 61,300 3.4 $19.604 61,300 $19.604
$20.500 172,000 4.4 $20.500 172,000 $20.500
$15.000 25,000 5.2 $15.000 25,000 $15.000
$12.280 29,373 6.2 $12.280 29,373 $12.280
$14.750 191,023 7.2 $14.750 127,349 $14.750
$17.610 - $18.330 238,180 8.2 $17.670 79,385 $17.670
$18.930 - $22.360 301,750 9.2 $19.052
--------- -------
$12.280 - $22.360 1,064,226 7.0 $17.958 540,007 $17.809
========= =======
All but 21,000 options granted under the plans in 2003, 2002 and 2001
will be exercisable at the rate of 33.3% per annum over a three-year period
beginning with the first anniversary of the date of grant and will remain
exercisable through the tenth anniversary of such date. Options for 21,000
Shares were exercisable immediately, and will remain exercisable through the
tenth anniversary of such date.
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 15.0% 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 will be matched at 50.0%. The Company contributed $190,
$262 and $208 to the plan in 2003, 2002 and 2001, respectively.
14. DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN
The Company has a Distribution Reinvestment and Share Purchase Plan
under which its shareholders or Operating Partnership unit holders 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, 2003, 2,100,000 Shares were authorized of which 204,585 Shares have
been issued.
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
15. EARNINGS PER SHARE
The presentation of primary EPS and diluted EPS is summarized in the
table below:
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------------------------
2003 2002 2001
--------------------------- --------------------------- --------------------------
PER PER PER
INCOME SHARES SHARE INCOME SHARES SHARE INCOME SHARES SHARE
------ ------ ----- ------ ------ ----- ------ ------ -----
BASIC EPS
Income from continuing operations....... $ 26,754 $ 14,399 $ 5,005
Less: Preferred stock dividends....... (13,688) (11,833) (15,777)
Add: Discount on redemption of
preferred stock..................... 22,440
Gain (loss) on sale................... 2,156 (610)
Add: Minority interest adjustments.... (429) 1,963 1,958
-------- -------- --------
14,793 34,704 $0.43 4,529 32,366 $0.14 13,016 27,604 $0.47
EFFECT OF DILUTIVE SECURITIES
Operating Partnership units............. 1,271 3,151 371 3,122 1,561 3,224
Options................................. 366 260 220
DILUTED EPS
-------- ------ -------- ------ -------- ------
Income from continuing operations....... $ 16,064 38,221 $0.42 $ 4,900 35,748 $0.14 $ 14,577 31,048 $0.47
======== ====== ======== ====== ======== ======
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
225, 904 and 1,058 for the years ended December 31, 2003, 2002 and 2001,
respectively.
The impact of discontinued operations, gain (loss) on sales of
properties, extraordinary item and cumulative effect of accounting change, net
of minority interest, on basic and diluted EPS is summarized in the table below:
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------
2003 2002 2001
-------------------------------------------------------------------
BASIC DILUTED BASIC DILUTED BASIC DILUTED
----- ------- ----- ------- ----- -------
Discontinued operations.................... $(0.13) $(0.13) $ 0.61 $ 0.61 $ 0.67 $ 0.66
Cumulative effect of accounting change..... - - - - $(0.00) $(0.01)
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 3.12% to 6.76%
per annum at December 31, 2003 and 3.33% to 7.58% per annum at December 31,
2002), the fair value of GRT's mortgage notes payable is estimated at $1,255,181
and $1,010,512 at December 31, 2003 and 2002, respectively. The fair value of
the debt instruments considers in part the credit of GRT as an entity, and not
just the individual entities and Properties owned by GRT.
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 $(991) at December 31, 2003 and
$(7,009) at December 31, 2002, respectively.
69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
17. SEGMENT REPORTING
The Company concentrates its business on two broad types of retail
Properties, Malls and Community Centers. Regional 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, 2003
------------------------------------
COMMUNITY
MALLS CENTERS CORPORATE TOTAL
------------ --------- --------- ----------
Total revenues......................... $ 283,962 $ 30,748 $ 2,167 $ 316,877
Total operating expenses............... 184,552 14,512 11,214 210,278
------------ --------- --------- ----------
Operating income (loss)................ $ 99,410 $ 16,236 $ (9,047) $ 106,599
============ ========= ========= ==========
Equity in income of
unconsolidated entities.............. $ 1,145 $ 998 $ 0 $ 2,143
============ ========= ========= ==========
Net property and equipment............. $ 1,526,514 $ 169,510 $ 2,983 $1,699,007
============ ========= ========= ==========
Total assets........................... $ 1,627,222 $ 184,323 $ 25,878 $1,837,423
============ ========= ========= ==========
Investment in unconsolidated entities.. $ 5,995 $ 2,832 $ 0 $ 8,827
============ ========= ========= ==========
FOR THE YEAR ENDED DECEMBER 31, 2002
------------------------------------
COMMUNITY
MALLS CENTERS CORPORATE TOTAL
------------ --------- --------- ----------
Total revenues......................... $ 235,136 $ 31,540 $ 1,283 $ 267,959
Total operating expenses............... 142,980 13,703 12,095 168,778
------------ --------- --------- ----------
Operating income (loss)................ $ 92,156 $ 17,837 $ (10,812) $ 99,181
============ ========= ========= ==========
Equity in income of
unconsolidated entities.............. $ 2,612 $ 467 $ 0 $ 3,079
============ ========= ========= ==========
Net property and equipment............. $ 1,265,110 $ 195,665 $ 9,308 $1,470,083
============ ========= ========= ==========
Total assets........................... $ 1,365,182 $ 210,165 $ 57,086 $1,632,433
============ ========= ========= ==========
Investment in unconsolidated entities.. $ 19,757 $ 3,290 $ 0 $ 23,047
============ ========= ========= ==========
FOR THE YEAR ENDED DECEMBER 31, 2001
------------------------------------
COMMUNITY
MALLS CENTERS CORPORATE TOTAL
------------ --------- --------- ----------
Total revenues......................... $ 212,194 $ 33,332 $ 2,740 $ 248,266
Total operating expenses............... 127,357 13,829 16,023 157,209
------------ --------- --------- ----------
Operating income (loss)................ $ 84,837 $ 19,503 $ (13,283) $ 91,057
============ ========= ========= ==========
Equity in income of
unconsolidated entities.............. $ 1,130 $ 910 $ 0 $ 2,040
============ ========= ========= ==========
Net property and equipment............. $ 1,087,243 $ 447,868 $ 14,570 $1,549,681
============ ========= ========= ==========
Total assets........................... $ 1,167,093 $ 507,987 $ 83,439 $1,758,519
============ ========= ========= ==========
Investment in unconsolidated entities.. $ 43,171 $ 4,830 $ 0 $ 48,001
============ ========= ========= ==========
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
18. ACQUISITIONS
The Company accounts for acquisitions under the purchase method of accounting in
accordance with SFAS No. 141, "Business Combinations". The purchase allocation
is based on the information available at this time. Subsequent adjustments and
refinements to the allocation may be made, based on additional information. The
Company believes any subsequent adjustments will be immaterial.
On December 22, 2003, GPLP acquired Eastland Mall ("Eastland Ohio"), a
940,000 (unaudited) square foot enclosed regional mall in Columbus, Ohio, from
Columbus East Joint Venture, an Ohio general partnership. The purchase price of
$29.65 million was paid with (i) the proceeds from a $24 million three-year
mortgage loan from The Huntington National Bank that bears interest at a per
annum rate of LIBOR plus 200 basis points and (ii) approximately $5 million of
borrowings on the Company's line of credit. The Company may, subject to the
satisfaction of certain conditions, also borrow up to an additional $12 million
under the bank loan to fund costs relating to the addition of a new anchor and
other improvements to the Mall. The repayment of the loan has been guaranteed by
each of GPLP and Glimcher Properties Corporation, the general partner of GPLP.
On August 27, 2003, the Company, through its operating partnership,
GPLP, acquired WestShore Plaza Mall, a fully enclosed regional shopping mall
located in Tampa, Florida, from American Freeholds, a Nevada general
partnership, which is sponsored by Grosvenor USA. Approximately $100 million of
the $152 million purchase price was funded with a new nine-year mortgage loan,
which bears interest at the fixed rate of 5.09% per annum and requires payments
of principal based on a 30-year principal amortization schedule. The additional
$52 million was funded using a portion of the net proceeds of the 8.75% Series F
Cumulative Redeemable Preferred Share offering that was completed by the Company
on August 25, 2003.
On August 14, 2003, GPLP completed the acquisition of the joint venture
interest not previously owned by the Company in Eastland North Carolina, an
enclosed regional mall located in Charlotte, North Carolina, from HIG Mall, LLC,
a Florida limited liability company. The Company acquired the remaining 80%
interest for $4.75 million in cash. The property had an outstanding mortgage
balance of $46.2 million on the acquisition date. The existing mortgage, which
originated in 1998, matures on September 11, 2008. The debt bears interest at a
fixed rate of 7.84% per annum and requires payments of principal based on a
30-year principal amortization schedule.
On April 24, 2003, GPLP completed the acquisition from Greyhawke Net
Lease Investors III, LLC, a Delaware limited liability company, of the 50%
interest not previously owned by the Company in G & G Blaine, LLC, and a related
parcel of land for approximately $2.96 million in cash. With the completion of
this transaction, GPLP is the sole owner of a vacant anchor building and
underlying land at Northtown Mall in Minneapolis, Minnesota. Northtown Mall is
wholly owned by the Company.
On March 6, 2003, the Company completed the acquisition of the joint
venture interest not previously owned by the Company in Colonial Park Mall, an
enclosed regional mall located in Harrisburg, Pennsylvania, from LB Colonial
Park, LLC, a Delaware limited liability company. The Company acquired the
remaining 50% interest for $5.5 million in cash. The property had an outstanding
mortgage balance of $34.3 million on the acquisition date. The existing
mortgage, which originated in 1997, matures in 2027, with an optional prepayment
dated in 2007. The debt bears interest at a fixed rate of 7.73% per annum.
For the five acquisitions listed above and the three acquisitions made
during 2002, the Company calculated the proforma results of operations as if the
acquisitions occurred on January 1, 2002 (unaudited):
2003 2002
---- ----
Pro forma revenues................................... $345,327 $313,824
Pro forma net income................................. $ 13,519 $ 31,750
Pro forma earnings per share-diluted................. $ 0.35 $ 0.89
71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Intangibles associated with acquisitions of WestShore Plaza Mall and
Eastland Ohio account for a net liability of $7,258 for below market leases.
These intangibles 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 12.2 years. Amortization in 2003 was $158, resulting in a
net book value of $7,100 for the intangible at December 31, 2003. Estimated
amortization of this intangible will be as follows:
For the year ending December 31, 2004............... $ 537
For the year ending December 31, 2005............... 428
For the year ending December 31, 2006............... 395
For the year ending December 31, 2007............... 507
For the year ending December 31, 2008............... 623
-------
$ 2,490
=======
In 2003, the Company acquired from its joint venture partners the
remaining interest in Eastland North Carolina, G & G Blaine and Colonial Park
malls. In addition, the Company also acquired WestShore Plaza and Eastland Ohio.
A condensed balance sheet disclosing the amount assigned to each major asset and
liability caption of these acquired entities at the date each one was acquired:
ASSETS
Investment in real estate:
Land....................................................... $ 43,490
Buildings, improvements and equipment...................... 240,400
Developments in progress................................... 80
--------
283,970
Investment in unconsolidated real estate entities.......... (11,981)
--------
Investment in real estate, net.......................... 271,989
--------
Restricted cash................................................ 654
Tenant accounts receivable, net................................ 3,074
Deferred expenses, net......................................... 1,061
Prepaid and other assets....................................... 468
--------
$277,246
========
LIABILITIES
Mortgage notes payable......................................... $204,439
Accounts payable and accrued expenses.......................... 15,488
--------
$219,927
========
The acquisition of Polaris Fashion Place and Polaris Towne Center,
completed on January 5, 2004, will result in the additions to the Company's
consolidated balance sheet in the following major categories in January 2004:
Net investment in real estate............................. $220,932
Mortgage notes payable.................................... $234,071
The Company has not completed its allocation of fair value for the
acquisition of Polaris Fashion Place and Polaris Towne Center as required under
SFAS No. 141 and the amounts above are preliminary. The Company expects to
complete this analysis prior to the filing of their Form 10-Q for the quarter
ended March 31, 2004.
19. DISCONTINUED OPERATIONS
During 2003, the Company sold five Community Centers for $18.6 million
and reflected two other Community Centers as held for sale. The company recorded
a net loss on the sale of the centers of $3,913, which, in accordance with SFAS
No. 144, is reported in Discontinued Operations. Total revenues for these assets
were $1,426, $3,539, and $3,921 for the years ended December 31, 2003, 2002 and
2001, respectively. For segment reporting purposes, revenues and expenses,
including interest expense, would have been reported as part of Community
Centers.
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
20. SUBSEQUENT EVENTS
On January 5, 2004, the Company acquired from the joint venture
partners the remaining 60.7% interest in Polaris Mall, LLC, the owner of Polaris
Fashion Place, an approximately 1.6 million (unaudited) 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
operating units in GPLP. Polaris Fashion Place is 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 the joint venture partner
the remaining 50% interest in Polaris Center, LLC, owner of the Polaris Towne
Center, a 443,165 (unaudited) square foot community center located in Columbus,
Ohio, for approximately $10.0 million, which was paid for all in cash. The
Polaris Towne Center is 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.
After completing the acquisition of the joint venture partners'
remaining interests in Polaris Fashion Place and Polaris Towne Center, the
Company no longer owns any Properties through joint ventures. The cash portion
of the purchase price for Polaris Mall, LLC was paid in part with the proceeds
of a new $36.5 million loan from Bank One. The repayment of this loan has been
guaranteed by Polaris Mall, LLC. In addition, as security for repayment of the
loan, GPLP has pledged to Bank One 100% of its limited liability company
interest in Polaris Mall, LLC and has entered into a negative pledge agreement
with Bank One, whereby it has agreed not to grant a lien on twenty-five of
GPLP's Properties. In addition, the cash portion of the purchase price for
Polaris Mall, LLC was paid in part with approximately $6.6 million in additional
borrowings on the Company's secured line of credit from Key Bank National
Association and a consortium of Banks. The $36.5 million loan matures in one
year and bears interest at a rate equal to LIBOR plus 3.00% per annum. The
Company intends to repay this loan during 2004 using Community Center asset sale
proceeds, the issuance of additional preferred or common equity, or a
combination of the foregoing.
On February 17, 2004, the Company sold Morgantown Plaza, a 103,364
square foot community center in Star City, WV, for $1.9 million. The cash
proceeds were used to pay down the Company's outstanding variable rate debt.
Morgantown Plaza was classified as held for sale at December 31, 2003 and the
operating results of the property were included in discontinued operations.
On February 20, 2004, the Company sold Cambridge Plaza, a 95,019 square
foot community center in Cambridge, OH, for $1.375 million. The cash proceeds
were used to pay down the Company's outstanding variable rate debt. Cambridge
Plaza was classified as held for sale at December 31, 2003 and the operating
results of the property were included in discontinued operations.
On February 23, 2004, the Company completed its offering to the public
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.
On February 27, 2004, the Company redeemed 5,118,000 shares of 9.25%
Series B Cumulative Redeemable Preferred Shares of Beneficial Interest ("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 Company estimates that its redemption of the Series B Preferred
Shares will result in a non-cash charge of approximately $4.8 million 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.
73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
21. INTERIM FINANCIAL INFORMATION (UNAUDITED)
FIRST SECOND THIRD FOURTH
YEAR ENDED DECEMBER 31, 2003 QUARTER QUARTER QUARTER QUARTER
---------------------------- ------- ------- ------- -------
Total revenues............................................................... $77,467 $70,569 $75,778 $93,063
Total revenues as previously reported........................................ $77,732 $70,820 $75,853 $93,118
Operating income............................................................. $25,984 $16,750 $26,907 $36,958
Operating income as previously reported...................................... $26,009 $16,563 $26,886 $36,862
Income before extraordinary item and cumulative effect of accounting change.. $ 5,564 $ (968) $ 6,450 $12,776
Net income................................................................... $ 5,564 $ (968) $ 6,450 $12,776
Net income available to common shareholders.................................. $ 2,606 $(3,927) $ 2,953 $ 8,502
Earnings per share (diluted)................................................. $ 0.08 $ (0.11) $ 0.08 $ 0.24
FIRST SECOND THIRD FOURTH
YEAR ENDED DECEMBER 31, 2002 QUARTER QUARTER QUARTER QUARTER
---------------------------- ------- ------- ------- -------
Total revenues............................................................... $60,384 $60,572 $66,839 $80,164
Total revenues as previously reported........................................ $70,184 $69,211 $70,794 $80,666
Operating income............................................................. $22,975 $22,804 $23,866 $29,536
Operating income as previously reported...................................... $29,183 $28,048 $26,090 $29,499
Income before extraordinary item and cumulative effect of accounting change.. $ 8,525 $ 6,104 $ 7,658 $13,967
Net income................................................................... $ 8,525 $ 6,104 $ 7,658 $13,967
Net income available to common shareholders.................................. $ 5,566 $ 3,146 $ 4,700 $11,009
Earnings per share (diluted)................................................. $ 0.19 $ 0.10 $ 0.14 $ 0.32
Total revenues and operating income for 2003 and 2002 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 effect of these amounts to
earnings per share - diluted was $(0.13) and $0.61 for 2003 and 2002,
respectively.
74
GLIMCHER REALTY TRUST
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
(DOLLARS IN THOUSANDS)
BALANCE AT (1)
BEGINNING OF CHARGED BALANCE AT
YEAR TO EXPENSE DEDUCTIONS END OF YEAR
------------ ---------- ---------- -----------
Year ended December 31, 2003-
Allowance for doubtful accounts................... $ 6,253 $ 17,338 $ 15,619 $ 7,972
Year ended December 31, 2002-
Allowance for doubtful accounts................... $ 3,416 $ 6,392 $ 3,555 $ 6,253
Year ended December 31, 2001-
Allowance for doubtful accounts................... $ 1,345 $ 6,449 $ 4,378 $ 3,416
(1) Amounts charged to expense and deductions for 2002 and 2001 are restated to
reflect the impact of SFAS No. 144.
GLIMCHER REALTY TRUST
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2003
(DOLLARS IN THOUSANDS)
COSTS CAPITALIZED
SUBSEQUENT
INITIAL COST TO ACQUISITION
-------------------------- -----------------
BUILDINGS AND
DESCRIPTION AND LOCATION IMPROVEMENTS
OF PROPERTY ENCUMBRANCES [d] LAND [a] IMPROVEMENTS
------------------------------------------------------------------------------------------------------
MALL PROPERTIES
Almeda Mall (f)
Houston, TX $ 22,958
Ashland Town Center
Ashland, KY $26,196 $ 3,866 $ 21,454 8,426
Dayton Mall
Dayton, OH 58,171 97,848
Grand Central Mall
Parkersburg/Vienna, WV 49,921 3,960 41,136 31,456
Great Mall of the Great Plains
Olathe, KS 42,000 129,228
Indian Mound Mall
Newark/Heath, OH (g) 892 19,497 11,606
Jersey Gardens Mall
Elizabeth, NJ 163,141 260,609
Lloyd Center Mall
Portland, OR 139,120 173,073
The Mall at Fairfield Commons
Beavercreek, OH 113,874 5,438 102,914 12,218
The Mall at Johnson City
Johnson City, TN 39,957 46,876
Montgomery Mall
Montgomery, AL 44,909 72,866
Morgantown Mall
Morgantown, WV (h) 1,273 40,484 5,192
New Towne Mall
New Philadelphia, OH (g) 1,190 23,475 7,117
Northtown Mall
Blaine, MN (g) 65,808
Northwest Mall
Houston, TX (f) 22,893
River Valley Mall
Lancaster, OH 38,000 875 26,910 18,939
Southside Mall
Oneonta, NY 7,638 1,194 10,643 2,878
Supermall of Great NW
Auburn, WA 61,804 104,475
University Mall
Tampa, FL 66,158 13,314 108,230 4,605
Weberstown Mall
Stockton, CA 19,617 34,439
GROSS AMOUNTS AT WHICH
CARRIED AT CLOSE OF PERIOD
--------------------------------------
BUILDINGS AND
DESCRIPTION AND LOCATION IMPROVEMENTS TOTAL
OF PROPERTY LAND [b] [c] [b] [c]
----------------------------------------------------------------------------
MALL PROPERTIES
Almeda Mall
Houston, TX $ 7,617 $ 15,341 $ 22,958
Ashland Town Center
Ashland, KY 4,144 29,602 33,746
Dayton Mall
Dayton, OH 8,710 89,138 97,848
Grand Central Mall
Parkersburg/Vienna, WV 3,961 72,591 76,552
Great Mall of the Great Plains
Olathe, KS 14,660 114,568 129,228
Indian Mound Mall
Newark/Heath, OH 773 31,222 31,995
Jersey Gardens Mall
Elizabeth, NJ 33,706 226,903 260,609
Lloyd Center Mall
Portland, OR 47,737 125,336 173,073
The Mall at Fairfield Commons
Beavercreek, OH 7,695 112,875 120,570
The Mall at Johnson City
Johnson City, TN 4,462 42,414 46,876
Montgomery Mall
Montgomery, AL 10,382 62,484 72,866
Morgantown Mall
Morgantown, WV 1,556 45,393 46,949
New Towne Mall
New Philadelphia, OH 1,248 30,534 31,782
Northtown Mall
Blaine, MN 13,723 52,085 65,808
Northwest Mall
Houston, TX 9,918 12,975 22,893
River Valley Mall
Lancaster, OH 1,001 45,723 46,724
Southside Mall
Oneonta, NY 1,139 13,576 14,715
Supermall of Great NW
Auburn, WA 7,183 97,292 104,475
University Mall
Tampa, FL 13,314 112,835 126,149
Weberstown Mall
Stockton, CA 3,298 31,141 34,439
LIFE UPON WHICH
DATE DEPRECIATION IN
CONSTRUCTION LATE STATEMENT
DESCRIPTION AND LOCATION ACCUMULATED WAS DATE OF OPERATIONS
OF PROPERTY DEPRECIATION COMPLETED ACQUIRED IS COMPUTED
-------------------------------------------------------------------------------------------
MALL PROPERTIES
Almeda Mall
Houston, TX $ 3,942 2002 [e]
Ashland Town Center
Ashland, KY 11,108 1989 [e]
Dayton Mall
Dayton, OH 16,438 2002 [e]
Grand Central Mall
Parkersburg/Vienna, WV 19,078 1993 [e]
Great Mall of the Great Plains
Olathe, KS 34,135 1999 [e]
Indian Mound Mall
Newark/Heath, OH 14,147 1986 [e]
Jersey Gardens Mall
Elizabeth, NJ 43,142 2000 [e]
Lloyd Center Mall
Portland, OR 18,455 1998 [e]
The Mall at Fairfield Commons
Beavercreek, OH 36,010 1993 [e]
The Mall at Johnson City
Johnson City, TN 8,126 1996 [e]
Montgomery Mall
Montgomery, AL 10,298 1998 [e]
Morgantown Mall
Morgantown, WV 18,423 1990 [e]
New Towne Mall
New Philadelphia, OH 13,114 1988 [e]
Northtown Mall
Blaine, MN 7,561 1998 [e]
Northwest Mall
Houston, TX 3,272 2002 [e]
River Valley Mall
Lancaster, OH 18,707 1987 [e]
Southside Mall
Oneonta, NY 3,506 1994 [e]
Supermall of Great NW
Auburn, WA 23,244 2002 [e]
University Mall
Tampa, FL 20,128 1997 [e]
Weberstown Mall
Stockton, CA 7,860 1998 [e]
76
GLIMCHER REALTY TRUST
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2003
(DOLLARS IN THOUSANDS)
COSTS CAPITALIZED
SUBSEQUENT
INITIAL COST TO ACQUISITION
-------------------------- -----------------
BUILDINGS AND
DESCRIPTION AND LOCATION IMPROVEMENTS
OF PROPERTY ENCUMBRANCES [d] LAND [a] IMPROVEMENTS
-------------------------------------------------------------------------------------------------------
Colonial Park Mall
Harrisburg, PA $33,899 $ 54,020
Eastland
Charlotte, NC 45,974 53,217
Westshore Plaza
Tampa, FL 99,658 160,811
Eastland Mall, OH
Columbus, OH 24,000 30,364
COMMUNITY CENTERS
Artesian Square
Martinsville, IN 5,000 $ 760 $ 6,791 271
Ashland Plaza
Ashland, KY 312 1,633 548
Audubon Village
Henderson, KY 606 5,453 (20)
Ayden Plaza
Ayden, NC 138 1,243 13
Bollweevil Shopping Center
Enterprise, AL 215 1,916 36
Buckhannon Plaza
Tennerton, WV 269 2,464 46
Cambridge Plaza
Cambridge, OH (i) 195 691 428
Canal Place Plaza
Rome, NY 420 6,264 (4,608)
Chillicothe Plaza
Chillicothe, OH (g) 78 410 2,273
Clarksville Plaza
Clarksville, IN (g) 127 621 559
Corry Plaza
Corry, PA 265 2,472 198
Cumberland Crossing
Jacksboro, TN 729 6,562 (19)
East Pointe Plaza
Columbia, SC 8,178 1,255 11,294 99
Grand Union Plaza
South Glens Falls, NY 507 4,566 7
Gratiot Center
Saginaw, MI (g) 1,196 10,778 63
GROSS AMOUNTS AT WHICH
CARRIED AT CLOSE OF PERIOD
--------------------------------------
BUILDINGS AND
DESCRIPTION AND LOCATION IMPROVEMENTS TOTAL
OF PROPERTY LAND [b] [c] [b] [c]
------------------------------------------------------------------------
Colonial Park Mall
Harrisburg, PA $ 9,765 $ 44,255 $ 54,020
Eastland
Charlotte, NC 5,357 47,860 53,217
Westshore Plaza
Tampa, FL 15,653 145,158 160,811
Eastland Mall, OH
Columbus, OH 12,570 17,794 30,364
COMMUNITY CENTERS
Artesian Square
Martinsville, IN 944 6,878 7,822
Ashland Plaza
Ashland, KY 312 2,181 2,493
Audubon Village
Henderson, KY 606 5,433 6,039
Ayden Plaza
Ayden, NC 138 1,256 1,394
Bollweevil Shopping Center
Enterprise, AL 215 1,952 2,167
Buckhannon Plaza
Tennerton, WV 269 2,510 2,779
Cambridge Plaza
Cambridge, OH 195 1,119 1,314
Canal Place Plaza
Rome, NY 195 1,881 2,076
Chillicothe Plaza
Chillicothe, OH 78 2,683 2,761
Clarksville Plaza
Clarksville, IN 117 1,190 1,307
Corry Plaza
Corry, PA 265 2,670 2,935
Cumberland Crossing
Jacksboro, TN 729 6,543 7,272
East Pointe Plaza
Columbia, SC 1,255 11,393 12,648
Grand Union Plaza
South Glens Falls, NY 507 4,573 5,080
Gratiot Center
Saginaw, MI 1,196 10,841 12,037
LIFE UPON WHICH
DATE DEPRECIATION IN
CONSTRUCTION LATE STATEMENT
DESCRIPTION AND LOCATION ACCUMULATED WAS DATE OF OPERATIONS
OF PROPERTY DEPRECIATION COMPLETED ACQUIRED IS COMPUTED
-------------------------------------------------------------------------------------------
Colonial Park Mall
Harrisburg, PA $ 9,866 2003 [e]
Eastland
Charlotte, NC 2,938 2003 [e]
Westshore Plaza
Tampa, FL 1,775 2003 [e]
Eastland Mall, OH
Columbus, OH 10 2003 [e]
COMMUNITY CENTERS
Artesian Square
Martinsville, IN 1,211 1996 [e]
Ashland Plaza
Ashland, KY 1,307 1968 [e]
Audubon Village
Henderson, KY 988 1996 [e]
Ayden Plaza
Ayden, NC 309 1994 [e]
Bollweevil Shopping Center
Enterprise, AL 490 1994 [e]
Buckhannon Plaza
Tennerton, WV 614 1994 [e]
Cambridge Plaza
Cambridge, OH 818 1965 [e]
Canal Place Plaza
Rome, NY 618 1994 [e]
Chillicothe Plaza
Chillicothe, OH 374 1964 [e]
Clarksville Plaza
Clarksville, IN 435 1968 [e]
Corry Plaza
Corry, PA 664 1994 [e]
Cumberland Crossing
Jacksboro, TN 1,168 1996 [e]
East Pointe Plaza
Columbia, SC 2,016 1996 [e]
Grand Union Plaza
South Glens Falls, NY 1,028 1994 [e]
Gratiot Center
Saginaw, MI 2,589 1994 [e]
77
GLIMCHER REALTY TRUST
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2003
(DOLLARS IN THOUSANDS)
COSTS CAPITALIZED
SUBSEQUENT
INITIAL COST TO ACQUISITION
-------------------------- -----------------
BUILDINGS AND
DESCRIPTION AND LOCATION IMPROVEMENTS
OF PROPERTY ENCUMBRANCES [d] LAND [a] IMPROVEMENTS
------------------------------------------------------------------------------------------------------
Hills Plaza East
Erie, PA $ 241 $ 2,240 $ (2,481)
Hocking Valley Mall
Lancaster, OH $4,162 606 5,550 633
Jersey Gardens Center
Elizabeth, NJ 379
Kmart
Alliance, NE 175 1,567 6
Knox Village Square
Mount Vernon, OH 9,062 865 8,479 277
Liberty Plaza
Morristown, TN (g) 369 3,312 10
Linden Corners
Buffalo, NY 414 3,726 (4,140)
Logan Place
Russellville, KY (g) 367 3,307 73
Lowe's
Marion, OH 626 2,454 -
Middletown Plaza
Middletown, OH 127 1,159 307
Monroe Shopping Center
Madisonville, TN 375 3,522 81
Morgantown Commons
Morgantown, WV (h) 175 7,549 12,360
Morgantown Plaza
Star City, WV (i) 305 1,137 770
Morningside Plaza
Dade City, FL 487 4,300 (4,787)
New Boston Mall
Portsmouth, OH (g) 537 4,906 205
Newberry Square Shopping Center
Newberry, SC 594 5,355 36
North Horner Shopping Center
Sanford, NC 206 1,875 128
Ohio River
Gallipolis, OH 502 6,373 168
Pea Ridge Shopping Center
Huntington, WV (g) 687 6,160 671
Prestonsburg Village Center
Prestonsburg, KY (g) 663 6,002 207
GROSS AMOUNTS AT WHICH
CARRIED AT CLOSE OF PERIOD
--------------------------------------
BUILDINGS AND
DESCRIPTION AND LOCATION IMPROVEMENTS TOTAL
OF PROPERTY LAND [b] [c] [b] [c]
------------------------------------------------------------------------
Hills Plaza East
Erie, PA $ - $ - $ -
Hocking Valley Mall
Lancaster, OH 606 6,183 6,789
Jersey Gardens Center
Elizabeth, NJ 379 379
Kmart
Alliance, NE 175 1,573 1,748
Knox Village Square
Mount Vernon, OH 868 8,753 9,621
Liberty Plaza
Morristown, TN 369 3,322 3,691
Linden Corners
Buffalo, NY -
Logan Place
Russellville, KY 368 3,379 3,747
Lowe's
Marion, OH 625 2,455 3,080
Middletown Plaza
Middletown, OH 127 1,466 1,593
Monroe Shopping Center
Madisonville, TN 375 3,603 3,978
Morgantown Commons
Morgantown, WV - 20,084 20,084
Morgantown Plaza
Star City, WV 305 1,907 2,212
Morningside Plaza
Dade City, FL - -
New Boston Mall
Portsmouth, OH 537 5,111 5,648
Newberry Square Shopping Center
Newberry, SC 594 5,391 5,985
North Horner Shopping Center
Sanford, NC 206 2,003 2,209
Ohio River
Gallipolis, OH 461 6,582 7,043
Pea Ridge Shopping Center
Huntington, WV 687 6,831 7,518
Prestonsburg Village Center
Prestonsburg, KY 663 6,209 6,872
LIFE UPON WHICH
DATE DEPRECIATION IN
CONSTRUCTION LATE STATEMENT
DESCRIPTION AND LOCATION ACCUMULATED WAS DATE OF OPERATIONS
OF PROPERTY DEPRECIATION COMPLETED ACQUIRED IS COMPUTED
-------------------------------------------------------------------------------------------
Hills Plaza East
Erie, PA $ - 1994 [e]
Hocking Valley Mall
Lancaster, OH 1,514 1994 [e]
Jersey Gardens Center
Elizabeth, NJ
Kmart
Alliance, NE 389 1994 [e]
Knox Village Square
Mount Vernon, OH 2,552 1992 [e]
Liberty Plaza
Morristown, TN 823 1994 [e]
Linden Corners
Buffalo, NY - 1994 [e]
Logan Place
Russellville, KY 596 1996 [e]
Lowe's
Marion, OH 642 1993 [e]
Middletown Plaza
Middletown, OH 488 1972 [e]
Monroe Shopping Center
Madisonville, TN 885 1994 [e]
Morgantown Commons
Morgantown, WV 4,967 1991 [e]
Morgantown Plaza
Star City, WV 1,051 1967 [e]
Morningside Plaza
Dade City, FL 1994 [e]
New Boston Mall
Portsmouth, OH 1,328 1994 [e]
Newberry Square Shopping Center
Newberry, SC 1,249 1994 [e]
North Horner Shopping Center
Sanford, NC 436 1994 [e]
Ohio River
Gallipolis, OH 2,295 1989 [e]
Pea Ridge Shopping Center
Huntington, WV 1,739 1994 [e]
Prestonsburg Village Center
Prestonsburg, KY 1,461 1994 [e]
78
GLIMCHER REALTY TRUST
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2003
(DOLLARS IN THOUSANDS)
COSTS CAPITALIZED
SUBSEQUENT
INITIAL COST TO ACQUISITION
-------------------------- -----------------
BUILDINGS AND
DESCRIPTION AND LOCATION IMPROVEMENTS
OF PROPERTY ENCUMBRANCES [d] LAND [a] IMPROVEMENTS
------------------------------------------------------------------------------------------------------
Rend Lake Shopping Center
Benton, IL $ 462 $ 4,175 $ 89
Rhea County Shopping Center
Dayton, TN 395 3,524 163
Roane County Plaza
Rockwood, TN 630 5,669 (49)
Scott Town Plaza
Bloomsburg, PA 188 1,730 304
Shady Springs Plaza
Beaver, WV $2,925 455 4,094 131
Southside Plaza
Sanford, NC 960 8,644 (9,604)
Stewart Plaza
Mansfield, OH 563 1,867 (675)
Sunbury Plaza
Sunbury, PA 448 4,074 (4,522)
Sycamore Square
Ashland City, TN (g) 334 3,010 113
Twin County Plaza
Galax, VA (g) 575 5,199 87
Vincennes
Vincennes, IN 208 1,875 146
Walgreens
Louisville, KY 128 1,141 31
Walgreens
New Albany, IN 123 1,093 29
Walnut Cove
Walnut Cove, NC (g) 209 1,855 104
Westpark Plaza
Carbondale, IL 2,487 432 3,881 75
PARTNERSHIPS
Glimcher Properties Limited
Partnership - $ 1,780 $ 9,956
Lloyd Ice Rink
OEC 58
University Mall Theater
OEC - - 478
------- ------------- -----------------
$53,505 $ 590,485 $ 1,433,633
------- ------------- -----------------
GROSS AMOUNTS AT WHICH
CARRIED AT CLOSE OF PERIOD
--------------------------------------
BUILDINGS AND
DESCRIPTION AND LOCATION IMPROVEMENTS TOTAL
OF PROPERTY LAND [b] [c] [b] [c]
----------------------------------------------------------------------------
Rend Lake Shopping Center
Benton, IL $ 462 $ 4,264 $ 4,726
Rhea County Shopping Center
Dayton, TN 395 3,687 4,082
Roane County Plaza
Rockwood, TN 630 5,620 6,250
Scott Town Plaza
Bloomsburg, PA 188 2,034 2,222
Shady Springs Plaza
Beaver, WV 455 4,225 4,680
Southside Plaza
Sanford, NC - - -
Stewart Plaza
Mansfield, OH 74 1,681 1,755
Sunbury Plaza
Sunbury, PA - -
Sycamore Square
Ashland City, TN 334 3,123 3,457
Twin County Plaza
Galax, VA 575 5,286 5,861
Vincennes
Vincennes, IN 208 2,021 2,229
Walgreens
Louisville, KY 128 1,172 1,300
Walgreens
New Albany, IN 123 1,122 1,245
Walnut Cove
Walnut Cove, NC 209 1,959 2,168
Westpark Plaza
Carbondale, IL 432 3,956 4,388
PARTNERSHIPS
Glimcher Properties Limited
Partnership $ 11,736 $ 11,736
Lloyd Ice Rink
OEC - 58 58
University Mall Theater
OEC - 478 478
---------- ------------- ----------
$ 258,151 $ 1,819,472 $2,077,623
---------- ------------- ----------
LIFE UPON WHICH
DATE DEPRECIATION IN
CONSTRUCTION LATE STATEMENT
DESCRIPTION AND LOCATION ACCUMULATED WAS DATE OF OPERATIONS
OF PROPERTY DEPRECIATION COMPLETED ACQUIRED IS COMPUTED
------------------------------------------------------------------------------------------
Rend Lake Shopping Center
Benton, IL $ 1,044 1994 [e]
Rhea County Shopping Center
Dayton, TN 881 1994 [e]
Roane County Plaza
Rockwood, TN 998 1996 [e]
Scott Town Plaza
Bloomsburg, PA 544 1994 [e]
Shady Springs Plaza
Beaver, WV 1,063 1994 [e]
Southside Plaza
Sanford, NC 1996 [e]
Stewart Plaza
Mansfield, OH 130 1979 [e]
Sunbury Plaza
Sunbury, PA 1994 [e]
Sycamore Square
Ashland City, TN 538 1996 [e]
Twin County Plaza
Galax, VA 1,099 1995 [e]
Vincennes
Vincennes, IN 488 1994 [e]
Walgreens
Louisville, KY 288 1994 [e]
Walgreens
New Albany, IN 276 1994 [e]
Walnut Cove
Walnut Cove, NC 499 1994 [e]
Westpark Plaza
Carbondale, IL 1,022 1994 [e]
PARTNERSHIPS
Glimcher Properties Limited
Partnership $ 5,234 [e]
Lloyd Ice Rink
OEC 14 [e]
University Mall Theater
OEC 294 [e]
------------
$ 396,739
------------
79
GLIMCHER REALTY TRUST
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2003
(DOLLARS IN THOUSANDS)
COSTS CAPITALIZED
SUBSEQUENT
INITIAL COST TO ACQUISITION
-------------------------- -----------------
BUILDINGS AND
DESCRIPTION AND LOCATION IMPROVEMENTS
OF PROPERTY ENCUMBRANCES [d] LAND [a] IMPROVEMENTS
------------------------------------------------------------------------------------------------------
DEVELOPMENTS IN PROGRESS
Georgesville Square
Columbus, OH $ 1,437
Jersey Gardens Center
Elizabeth, NJ 5,249
Meadowview Square
Kent, OH 1,657
Other Developments - - 9,780
------- ------------- -----------------
- - 18,123
------- ------------- -----------------
Total $53,505 $ 590,485 $ 1,451,756
======= ============= =================
GROSS AMOUNTS AT WHICH
CARRIED AT CLOSE OF PERIOD
--------------------------------------
BUILDINGS AND
DESCRIPTION AND LOCATION IMPROVEMENTS TOTAL
OF PROPERTY LAND [b] [c] [b] [c]
-------------------------------------------------------------------------
DEVELOPMENTS IN PROGRESS
Georgesville Square
Columbus, OH $ 493 $ 944 $ 1,437
Jersey Gardens Center
Elizabeth, NJ 1,540 3,709 5,249
Meadowview Square
Kent, OH 1,623 34 1,657
Other Developments - 9,780 9,780
---------- ------------- ----------
3,656 14,467 18,123
---------- ------------- ----------
Total $ 261,807 $ 1,833,939 $2,095,746
========== ============= ==========
LIFE UPON WHICH
DATE DEPRECIATION IN
CONSTRUCTION LATE STATEMENT
DESCRIPTION AND LOCATION ACCUMULATED WAS DATE OF OPERATIONS
OF PROPERTY DEPRECIATION COMPLETED ACQUIRED IS COMPUTED
-------------------------------------------------------------------------------------------
DEVELOPMENTS IN PROGRESS
Georgesville Square
Columbus, OH
Jersey Gardens Center
Elizabeth, NJ
Meadowview Square
Kent, OH
Other Developments -
------------
-
------------
Total $ 396,739
============
80
GLIMCHER REALTY TRUST
NOTES TO SCHEDULE III
(DOLLARS IN THOUSANDS)
(a) Initial cost for constructed and acquired property is cost at end
of first complete calendar year subsequent to opening or acquisition.
(b) The aggregate gross cost of land and buildings, improvements and
equipment for federal income tax purposes is approximately $2,342,981.
(c) RECONCILIATION OF REAL ESTATE
YEAR ENDED DECEMBER 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Balance at beginning of year...................................... $1,802,207 $1,838,166 $1,583,488
Additions:
Improvements................................................ 29,507 59,376 37,558
Acquisitions................................................ 297,398 203,160 266,420
Deductions........................................................ (33,366) (298,495) (49,300)
---------- ---------- ----------
Balance at close of year.......................................... $2,095,746 $1,802,207 $1,838,166
========== ========== ==========
RECONCILIATION OF ACCUMULATED DEPRECIATION
YEAR ENDED DECEMBER 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Balance at beginning of year...................................... $332,124 $288,485 $225,482
Depreciation expense and other.................................. 73,107 91,910 70,989
Deductions...................................................... (8,492) (48,271) (7,986)
-------- -------- --------
Balance at close of year.......................................... $396,739 $332,124 $288,485
======== ======== ========
(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.......................................... $34,402
(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......... $55,005
(i) Properties were held for sale at December 31, 2003.
81