GLIMCHER REALTY TRUST - FORM 8-K

Attached files

file	filename
EX-99.1 - PRESS RELEASE DATED MAY 9, 2012 - GLIMCHER REALTY TRUST	pressreleasedatedmay92012.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - GLIMCHER REALTY TRUST	consent-exhibit231may2012p.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 14, 2012 (May 9, 2012)

Glimcher Realty Trust

(Exact name of Registrant as specified in its Charter)



Maryland	001-12482	31-1390518
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)



180 East Broad Street, Columbus, Ohio		43215
(Address of Principal Executive Offices		(Zip Code)

Registrant's telephone number, including area code (614) 621-9000

N/A

(Former name or former address, if changed since last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 9, 2012, GRT Pearlridge, LLC (“Purchaser”), a Delaware limited liability company and affiliate of Glimcher Realty Trust (the “Registrant”), completed its purchase of the 80% joint venture interest in BRE/Pearlridge Holdings, LLC ("BRE Holdings") for $289.4 million (the “Purchase Price”). The aforementioned joint venture interest was acquired from an affiliate of The Blackstone Group (“Blackstone”). The Purchaser's execution of the purchase and sale agreement with the Blackstone affiliate regarding the aforementioned transaction was previously reported on a Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 21, 2012. With this acquisition, BRE Holdings will be a wholly-owned affiliate of the Registrant. BRE Holdings is the indirect parent company of BRE/Pearlridge, LLC (“BRE/Pearlridge”), a Delaware limited liability company that is the fee owner and operator of Pearlridge Center ("Pearlridge"), a fully enclosed regional mall with approximately 1.1 million square feet of gross leaseable area that is located in Aiea, Hawaii, just outside Honolulu. As a result of this transaction, the Registrant will indirectly own 100% of the interests in BRE/Pearlridge including ownership and control of Pearlridge.

The cash portion of the Purchase Price was funded entirely through the net proceeds received from the Registrant's underwritten public offering of common shares completed in March 2012 and described in Form 8-K filed with the SEC on March 27, 2012. The Purchase Price is comprised of Blackstone's pro-rata share of the $175.0 million mortgage debt encumbering Pearlridge and cash totaling $149.4 million. In addition to the aforementioned transaction, another affiliate of the Registrant is involved in an existing joint venture with another Blackstone affiliate pertaining to the ownership, operation, and management of two other regional mall properties held within the Registrant's real estate portfolio.

A copy of the press release announcing the transaction described above is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Financial statements required to comply with the rules and regulations of the SEC, including Rule 3-14 of Regulation S-X for the purchase of the joint venture interest and pro forma financial statements reflecting the effect of this purchase are included herein under Item 9.01.

Forward Looking Statements

This report 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 that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy. 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, economic and market conditions, tenant bankruptcies, bankruptcies of joint venture (JV) partners, rejection of leases by tenants in bankruptcy, financing and development risks, construction and lease-up delays, cost overruns, the level and volatility of interest rates, the rate of revenue increases versus expense increases, the financial stability of tenants within the retail industry, the failure of the Registrant to make additional investments in regional mall properties and redevelopment of properties, the failure to acquire properties as and when anticipated, the failure to fully recover tenant obligations for common area maintenance, taxes and other property expenses, failure to comply or remain in compliance with covenants in our debt instruments, failure to achieve projected returns on our development properties during the stabilization periods than our development properties historically have due to rent reduction arrangements with development tenants, inability to exercise available extension options on debt instruments, failure of the Registrant to qualify as real estate investment trust, termination of existing JV arrangements, conflicts of interest with our existing JV partners, the failure to sell mall and community centers and the failure to sell such properties when anticipated, the failure to achieve estimated sales prices and proceeds from the sale of malls, increases in impairment charges, additional impairment charges, as well as other risks listed in this news release and from time to time in the Registrant’s reports filed with the SEC or otherwise publicly disseminated by the Registrant.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



(a)	Financial Statements
	BRE/Pearlridge, LLC
	Independent Auditors' Report
	Statements of Revenues and Certain Expenses for the three months ended March 31, 2012 and the year ended December 31, 2011.
	Notes to Statements of Revenues and Certain Expenses.

(b)	Pro Forma Financial Information for the Registrant and its Subsidiaries.
	Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2012.
	Notes and adjustments to Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2012.
	Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2012.
	Notes and adjustments to Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2012.
	Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2011.
	Notes and adjustments to Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2011.

(c)	Pro Forma Statement of Estimated Taxable Operating Results and Cash to be Made Available by Operations.

(d)	Exhibits.
	23.1 Consent of BDO USA, LLP.
	99.1 Press Release of Glimcher Realty Trust dated May 9, 2012.

Independent Auditors' Report

To the Board of Trustees and Shareholders

Glimcher Realty Trust

Columbus, Ohio

We have audited the accompanying statement of revenues and certain expenses of BRE/Pearlridge, LLC for the year ended December 31, 2011. The statement of revenues and certain expenses is the responsibility of management. Our responsibility is to express an opinion on the statement of revenues and certain expenses based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in a Form 8-K of Glimcher Realty Trust. As described in Note 1, material amounts that would not be comparable to those resulting from the proposed future operations of BRE/ Pearlridge, LLC are excluded from the statement of revenues and certain expenses and the statement of revenues and certain expenses is not intended to be a complete presentation of BRE/Pearlridge, LLC's revenues and expenses.

In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses, as described in Note 1, of BRE/Pearlridge, LLC for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ BDO USA, LLP

Chicago, Illinois

March 21, 2012

BRE/Pearlridge, LLC

Statements of Revenues and Certain Expenses

(dollars in thousands)



	For the three months ended March 31, 2012 (unaudited)		For the year ended December 31, 2011
Revenues:
Minimum rents	$	5,665	$	23,063
Percentage rents		235		2,077
Tenant reimbursements		4,571		19,673
Other		316		986
Total Revenues		10,787		45,799

Expenses:
Property operating expenses		3,790		15,307
Real estate taxes		802		3,165
Provision for doubtful accounts		113		392
Other operating expenses		1,552		6,191
General and administrative		6		30
Total Expenses		6,263		25,085

Revenues in excess of certain expenses	$	4,524	$	20,714

BRE/Pearlridge, LLC

Notes to the Statements of Revenues and Certain Expenses

For the Three Months Ended March 31, 2012 and the Year Ended December 31, 2011

(dollars in thousands)


1.	Background and Basis of Presentation

BRE/Pearlridge, LLC (“BRE/Pearlridge”) was initially formed as an indirect subsidiary of an 80%/20% joint venture between BRE/Pearlridge Member, LLC, an affiliate of The Blackstone Group (“Blackstone”), and GRT Pearlridge, LLC, a wholly-owned subsidiary of Glimcher Realty Trust (the “Company”), for the purpose of operating and holding for long-term investment the real property and improvements located in Aiea, Hawaii known as Pearlridge Center ("Pearlridge"). Pearlridge is a fully-enclosed regional mall with approximately 1.1 million square feet of gross leasable area and is located in the greater Honolulu metropolitan area. On May 9, 2012, GRT Pearlridge, LLC purchased Blackstone's 80% interest in BRE/Pearlridge for $289,400. The purchase price is comprised of GRT Pearlridge, LLC assuming Blackstone's pro rata share of the $175,000 mortgage debt which encumbers Pearlridge and a cash payment to Blackstone of $149,400. GRT Pearlridge, LLC owns 100% of the interest in BRE/Pearlridge as a result of this acquisition.

The accompanying statements of revenues and certain expenses (the “Statements”) have been prepared on the accrual basis of accounting. The Statements have been prepared for the purpose of complying with the rules and regulations of the United States Securities and Exchange Commission ("SEC"), Regulation S-X, Rule 3-14, and for inclusion in a Current Report on Form 8-K of the Company. The Statements are not intended to be a complete presentation of the revenues and expenses of BRE/Pearlridge. Certain expenses, primarily depreciation and amortization, interest, property management fees and other costs not directly related to the future operations of BRE/Pearlridge, have been excluded.

The statement of revenues and certain expenses for the three months ended March 31, 2012 is unaudited; however, in the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the revenues and certain expenses for the interim period have been included. Revenues and certain expenses for the interim period are not necessarily indicative of the results that may be expected for the full year.

Subsequent events have been evaluated through March 21, 2012, the date the annual financial statements were originally filed with the SEC, and through May 14, 2012, the date the interim financial statements were filed with the SEC.

2. Summary of Significant Accounting Policies

Revenue Recognition

Minimum rents are recognized on an accrual basis over the terms of the related leases on a straight-line basis. Percentage rents, which are based on tenants' sales as reported to the Company, are recognized once the sales reported by such tenants exceed any applicable breakpoints as specified in the tenants' leases. The percentage rents are recognized based upon the measurement dates specified in the leases which indicate when the percentage rent is due. Recoveries from tenants for real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period that the applicable costs are incurred.

Property Operating Expenses

Property operating expenses represent the direct expenses of operating the property and include maintenance, utilities, and repair costs that are expected to continue in the ongoing operations of BRE/Pearlridge. Expenditures for maintenance and repairs are charged to operations as incurred.

Other Operating Expenses

Other operating expenses primarily include expenses related to a ground lease of Pearlridge's underlying real estate. The ground lease provides for scheduled rent increases every five years through the end of 2043, at which time the minimum ground rent is adjusted to the higher of fair market value or the ground rent charged in the previous year for the remaining 15-year term. The ground lease has two ten-year extension options which are exercisable at the option of BRE/Pearlridge. Payments under the ground lease are recognized on a straight-line basis over the term of the lease.

BRE/Pearlridge, LLC

Notes to the Statements of Revenues and Certain Expenses

For the Three Months Ended March 31, 2012 and the Year Ended December 31, 2011

(dollars in thousands)

Use of Estimates

The preparation of the Statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the Statements and accompanying footnotes. Actual results could differ from those estimates.

3. Commitments

The real estate underlying Pearlridge is subject to a ground lease that expires in 2058. Future minimum rental payments, excluding the reimbursement of real estate taxes, as of December 31, 2011 are as follows:



Year Ending December 31,	Amount
2012	$	3,392
2013		3,392
2014		3,781
2015		3,781
2016		3,781
Thereafter		245,202
Total	$	263,329

Ground lease expense for the three months ended March 31, 2012 and the year ended December 31, 2011 totaled $1,516 and $6,064, respectively, including $608 and $2,433 in straight-line rent, respectively, which are included in “Other operating expenses” in the Statements.

4. Future Minimum Rental Income

BRE/Pearlridge receives rental income from the leasing of retail shopping and office space at Pearlridge under operating leases with expiration dates currently through the year 2032. The minimum future base rentals under non-cancelable operating leases as of December 31, 2011 are as follows:



Year Ending December 31,	Amount
2012	$	21,152
2013		19,482
2014		17,317
2015		15,478
2016		13,827
Thereafter		44,808
Total	$	132,064

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 on the statements of revenues and certain expenses contain straight-line adjustments which caused rental revenue to increase by $185 and $920 for the three months ended March 31, 2012 and the year ended December 31, 2011, respectively. No single tenant accounted for more than 10.0% of rental income during the three months ended March 31, 2012 or the year ended December 31, 2011, respectively.

Glimcher Realty Trust

Pro Forma Financial Information Introduction

(unaudited)

The accompanying unaudited pro forma condensed consolidated balance sheet as of March 31, 2012 has been prepared to reflect the effect of the acquisition of the 80% ownership interest in BRE/Pearlridge by GRT Pearlridge, LLC, as if the transaction had occurred on March 31, 2012.

The accompanying unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2012, and the year ended December 31, 2011, have been prepared to reflect the effect of the acquisition of the remaining 80% interest in BRE/Pearlridge as if the transaction had occurred on January 1, 2011.

These unaudited pro forma condensed consolidated statements should be read in conjunction with the historical consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and the Company's report on Form 10-Q for the quarter ended March 31, 2012. In the opinion of management, the pro forma condensed consolidated financial information provides for all adjustments necessary to reflect the effects of the acquisition. A preliminary purchase price allocation has been estimated for purposes of these pro forma condensed consolidated financial statements.

The pro forma condensed consolidated financial statements are based upon assumptions and estimates considered appropriate by the Company's management; however they are unaudited and are not necessarily, and should not be assumed to be, indicative of the consolidated results that would have occurred if the transaction and adjustments reflected therein had been consummated on the date presented, nor does it purport to represent the financial position, results of operations or cash flows for future periods.

Glimcher Realty Trust

Pro Forma Condensed Consolidated Balance Sheet

March 31, 2012

(unaudited)

(dollars in thousands)



Assets	Historical (1)		Pro Forma Adjustments				Pro Forma
Investment in real estate:
Land	$	308,476	$	18,870		(2)	$	327,346
Buildings, improvements and equipment	1,890,367		346,502			(3)	2,236,869
Developments in progress	51,534		—				51,534
	2,250,377		365,372				2,615,749
Less accumulated depreciation	645,372		—				645,372
Property and equipment,net	1,605,005		365,372				1,970,377
Deferred costs, net	23,812		5,466			(2)	29,278
Real estate assets held-for-sale	9,379		—				9,379
Investment in and advances to unconsolidated real estate entities	120,007		(12,338		)	(4)	107,669
Investment in real estate, net	1,758,203		358,500				2,116,703

Cash and cash equivalents	134,793		(121,977		)	(5)	12,816
Non-real estate assets associated with property held-for-sale	131		—				131
Restricted cash	15,406		948			(6)	16,354
Tenant accounts receivable, net	22,611		2,855			(6)	25,466
Deferred expenses, net	14,527		—				14,527
Prepaid and other assets	34,961		1,296			(6)	36,257
Total assets	$	1,980,632	$	241,622			$	2,222,254

Liabilities and Equity
Mortgage notes payable	$	1,177,949	$	178,781		(7)	$	1,356,730
Notes payable	—		5,070			(8)	5,070
Other liabilities associated with property held-for-sale	143		—				143
Accounts payable and accrued expenses	41,970		38,649			(9)	80,619
Distributions payable	20,354		—				20,354
Total liabilities	1,240,416		222,500				1,462,916
Total equity	740,216		19,122			(10)	759,338
Total liabilities and equity	$	1,980,632	$	241,622			$	2,222,254

(1) Represents amounts presented in the Registrant's Form 10-Q for the quarter ended March 31, 2012.


(2)	Adjustment represents the estimated fair value of assets acquired. The amounts have been allocated on the same basis as when BRE/Pearlridge originally acquired Pearlridge in November 2010.


(3)	Adjustment represents the estimated fair value of assets acquired less the amount of a $14,940 non-refundable deposit that was made to Blackstone during the three months ended March 31, 2012. The amount has been allocated on the same basis as when BRE/Pearlridge originally acquired Pearlridge in November 2010.


(4)	Adjustment represents the historical carrying value of GRT Pearlridge, LLC's 20% interest in BRE/Pearlridge that will be eliminated upon the purchase of Blackstone's 80% interest.

(5) Adjustment represents $129,390 of cash that was used to acquire Blackstone's 80% interest in BRE/Pearlridge, LLC and $7,413 in cash acquired from BRE/Pearlridge as of March 31, 2012.


(6)	Adjustment represents the estimated fair value of the assets acquired based upon the carrying value on the financial statements of BRE/Pearlridge as of March 31, 2012.


(7)	Adjustment relates to the $175,000 mortgage note payable that bears interest at 4.6% per annum which was assumed by the Company. The mortgage loan has a maturity date of November 1, 2015. This amount also includes a fair market value adjustment of $3,781 based on the discounted amount of the estimated future cash flows using rates currently available to the Company for similar liabilities.

(8) Represents borrowings on the Registrant's corporate credit facility to fund the acquisition of Blackstone's 80% indirect ownership interest in BRE/Pearlridge necessary to complete the purchase.

(9)

Adjustment represents the estimated fair value of the liabilities assumed based upon the carrying value of accounts payable and accrued expenses recorded on the financial statements of BRE/Pearlridge. This amount also includes the estimated fair value of above/below market lease intangibles which have been allocated on the same basis as when BRE/Pearlridge originally acquired Pearlridge in November 2010.


(10)	In accordance with Accounting Standards Codification 805 - "Business Combinations," amount represents the gain of $19,122 based upon the estimated increase in the fair value of the Company's existing 20% interest in BRE/Pearlridge as of March 31, 2012.

Glimcher Realty Trust

Pro Forma Condensed Consolidated Statement of Operations

For the Three Months Ended March 31, 2012

(unaudited)

(dollars and shares in thousands, except per share information)



	Historical (1)			BRE/ Pearlridge Statement of Revenues and Certain Expenses (2)		Pro Forma Adjustments				Pro Forma
Revenues:
Minimum rents	$	42,750		$	5,665	$	885		(3)	$	49,300
Percentage rents		1,382			235		—				1,617
Tenant reimbursements		20,445			4,571		—				25,016
Other		5,251			316		(344	)	(4)		5,223
Total revenues		69,828			10,787		541				81,156

Expenses:
Property operating expenses		14,461			3,790		—				18,251
Real estate taxes		8,842			802		—				9,644
Provision for doubtful accounts		4,142			113		—				4,255
Other operating expenses		2,665			1,552		40		(5)		4,257
Depreciation and amortization		19,556			—		5,609		(6)		25,165
General and administrative		5,497			6		—				5,503
Total expenses		55,163			6,263		5,649				67,075

Operating income		14,665			4,524		(5,108	)			14,081

Interest income		2			—		1		(7)		3
Interest expense		16,688			—		1,838		(8)		18,526
Equity in loss of unconsolidated real estate entities, net		(3,474	)		—		248		(9)		(3,226	)
Loss from continuing operations		(5,495	)		4,524		(6,697	)			(7,668	)
Less: Preferred share dividends		6,137			—		—				6,137
Net loss from continuing operations	$	(11,632	)	$	4,524	$	(6,697	)		$	(13,805	)

Loss per share (10)
Continuing operations - basic	$	(0.10	)							$	(0.11	)
Continuing operations - diluted	$	(0.10	)							$	(0.11	)
Weighted average common shares outstanding		117,517									117,517
Weighted average common shares outstanding and common share equivalents outstanding		120,271									120,271


(1)	Reflects the condensed consolidated continuing operations of the Registrant for the three months ended March 31, 2012. Revenues and expenses related to discontinued operations are not included. See the historical consolidated financial statements and notes thereto presented in the Registrant's Form 10-Q for the quarter ended March 31, 2012.


(2)	Represents the revenues and certain expenses of BRE/Pearlridge for the three months ended March 31, 2012 as presented in the statement of revenues and certain expenses included in this Form 8-K.


(3)	Represents the estimated amortization of net above/below market leases which is to be recorded upon the acquisition of BRE/Pearlridge.


(4)	Represents fees earned by the Registrant for the management and the leasing of Pearlridge which will be eliminated upon consolidation.


(5)	Represents the amortization of the estimated above-market ground lease intangible which is to be recorded upon the acquisition of BRE/Pearlridge.


(6)	Reflects the estimated depreciation expense. Depreciation expense is computed using a straight-line method and estimated useful lives for buildings and improvements using weighted average composite lives of forty years and three to ten years for equipment and fixtures.


(7)	Represents the amount of interest income earned by BRE/Pearlridge for the three months ended March 31, 2012.


(8)	Represents the amount of interest expense on the $175,000 mortgage loan of BRE/Pearlridge as well as the amortization of the fair value adjustment to the carrying value of the mortgage loan. The mortgage loan bears interest at a fixed rate of 4.6% per annum and matures November 1, 2015.


(9)	Represents the elimination of the Registrant's pro rata share of the loss of BRE/Pearlridge for the three months ended March 31, 2012, which is reflected on a gross basis as a result of the acquisition of BRE/Pearlridge.


(10)	Earnings (loss) per share is calculated in accordance with Accounting Standards Codification 260 -" Earnings per Share," which requires the allocation of non-controlling interest between continuing and discontinued operations. The historical earnings per share amounts are the amounts reported in the Registrant's Form 10-Q for the quarter ended March 31, 2012.

Glimcher Realty Trust

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2011

(dollars and shares in thousands, except per share information)



	Historical (1)			BRE/ Pearlridge Statement of Revenues and Certain Expenses (2)		Pro Forma Adjustments				Pro Forma
Revenues:
Minimum rents	$	160,384		$	23,063	$	3,363		(3)	$	186,810
Percentage rents		6,320			2,077		—				8,397
Tenant reimbursements		77,149			19,673		—				96,822
Other		24,024			986		(1,249	)	(4)		23,761
Total revenues		267,877			45,799		2,114				315,790

Expenses:
Property operating expenses		57,180			15,307		—				72,487
Real estate taxes		32,841			3,165		—				36,006
Provision for doubtful accounts		3,448			392		—				3,840
Other operating expenses		10,960			6,191		84		(5)		17,235
Depreciation and amortization		68,877			—		21,129		(6)		90,006
General and administrative		20,281			30		—				20,311
Impairment loss		8,995			—		—				8,995
Total expenses		202,582			25,085		21,213				248,880

Operating income		65,295			20,714		(19,099	)			66,910

Interest income		1,441			—		5		(7)		1,446
Interest expense		70,115			—		7,378		(8)		77,493
Equity in loss of unconsolidated real estate entities, net		(6,380	)		—		271		(9)		(6,109	)
Loss from continuing operations		(9,759	)		20,714		(26,201	)			(15,246	)
Less: Preferred share dividends		24,548			—		—				24,548
Net loss from continuing operations	$	(34,307	)	$	20,714	$	(26,201	)		$	(39,794	)

Loss per share (10)
Continuing operations - basic	$	(0.32	)							$	(0.32	)
Continuing operations - diluted	$	(0.32	)							$	(0.32	)
Weighted average common shares outstanding		104,220									120,002
Weighted average common shares outstanding and common share equivalents outstanding		107,101									122,883


(1)	Reflects the condensed consolidated continuing operations of the Registrant for the year ended December 31, 2011. Revenues and expenses related to discontinued operations are not included. See the historical consolidated financial statements and notes thereto included in the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.


(2)	Represents the revenues and certain expenses of BRE/Pearlridge for the year ended December 31, 2011 as presented in the statement of revenues and certain expenses included in this Form 8-K.


(3)	Represents the estimated amortization of net above/below market leases which is to be recorded upon the acquisition of BRE/Pearlridge.


(4)	Represents fees earned by the Registrant for the management and the leasing of Pearlridge which will be eliminated upon consolidation.


(5)	Represents the amortization of the estimated above-market ground lease intangible which is to be recorded upon the acquisition of BRE/Pearlridge.


(6)	Reflects the estimated depreciation expense. Depreciation expense is computed using a straight-line method and estimated useful lives for buildings and improvements using weighted average composite lives of forty years and three to ten years for equipment and fixtures.


(7)	Represents the amount of interest income earned by BRE/Pearlridge for the year ended December 31, 2011.


(8)	Represents the amount of interest expense on the $175,000 mortgage loan of BRE/Pearlridge as well as the amortization of the fair value adjustment to the carrying value of the mortgage loan. The mortgage loan bears interest at a fixed rate of 4.6% per annum and matures November 1, 2015.


(9)	Represents the elimination of the Registrant's pro rata share of the loss of BRE/Pearlridge for the year ended December 31, 2011, which is reflected on a gross basis as a result of the acquisition of BRE/Pearlridge.

(10)

Earnings per share is calculated in accordance with Accounting Standards Codification 260 -" Earnings per Share" which requires the allocation of non-controlling interest between continuing and discontinued operations. The historical earnings per share amounts are the amounts reported in the Registrant's Form 10-K for the year ended December 31, 2011. The increase in weighted average common shares outstanding, and weighted average common shares outstanding and common share equivalents outstanding relates to the common equity offering completed March 27, 2012. Based upon the offering price of $9.90, approximately 15,800 shares were issued to fund the purchase of Blackstone's 80% indirect ownership interest in BRE/Pearlridge for $149,400, after deducting the underwriters' discount and offering costs.

Glimcher Realty Trust

Pro Forma Statement of Estimated Taxable Operating Results and Cash to be Made Available by Operations

(unaudited)

The following represents an estimate of the taxable operating results and cash to be made available by operations of Glimcher Realty Trust (including BRE/Pearlridge) based upon the pro forma condensed consolidated statement of operations for the year ended December 31, 2011. These estimated results do not purport to represent results of operations for the Registrant in the future and were prepared based on the assumptions outlined in the pro forma condensed consolidated statement of operations, which should be read in conjunction with this statement.



2011 Reconciliation between GAAP Net Income and Taxable Income
		Pro Forma (Dollars in thousands)
Loss from continuing operations	$	(15,246	)
Net book depreciation in excess of tax depreciation		24,540
Stock options		1,004
Other book/tax differences		2,185
Estimated taxable operating income		12,483

Adjustments:
Depreciation		100,977
Net book depreciation in excess of tax depreciation		(24,540	)

Estimated cash to be made available from operations	$	88,920

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.



	Glimcher Realty Trust
	(Registrant)


	/s/ Mark E. Yale
	Mark E. Yale
	Executive Vice President, Chief Financial Officer and Treasurer
Date: May 14, 2012	(Principal Accounting and Financial Officer)

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