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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 27, 1998
Commission file number 1-12482
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)
20 SOUTH THIRD STREET
COLUMBUS, OHIO 43215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 621-9000
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its current report on Form 8-K dated
December 18, 1997, as set forth below.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Included in this amendment are the following financial
statements of University Mall (and the Independent
Accountants' Report thereon), which were not available at the
time of the filing of the Report being amended hereby which
Report was filed with respect to the acquisition of University
Mall:
-Statement of Revenues and Certain Expenses for the year ended
December 31, 1996 and the nine months ended September 30,
1997.
(b) Pro Forma Financial Information
Included in this amendment are an unaudited Pro Forma
Consolidated Balance Sheet as of September 30, 1997, and the
unaudited Pro Forma Consolidated Statements of Operations for
the nine months ended September 30, 1997 and the year ended
December 31, 1996 for Glimcher Realty Trust, which were not
available at the time of the filing of the Report being
amended hereby, which report was filed with respect to the
acquisition of University Mall.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: January 27, 1998
GLIMCHER REALTY TRUST
By: /s/ William G. Cornely
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William G. Cornely
Senior Vice President and Chief Financial Officer
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees
and Shareholders of
Glimcher Realty Trust
We have audited the statement of revenues and certain expenses of
University Mall for the year ended December 31, 1996. This financial statement
is the responsibility of University Mall's management. Our responsibility is to
express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying statement of revenues and certain expenses, as
described in Note 1, 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/A of Glimcher Realty Trust. The statement of revenues and certain
expenses is not intended to be a complete presentation of University Malls'
revenues and expenses.
In our opinion, the financial statement referred to above presents
fairly, in all material respects, the revenues and certain expenses as described
in Note 1 of University Mall for the year ended December 31, 1996, in conformity
with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
January 16, 1998
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UNIVERSITY MALL
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1996 AND THE NINE
MONTHS ENDED SEPTEMBER 30, 1997 (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, SEPTEMBER 30,
1996 1997
---- ----
(UNAUDITED)
<S> <C> <C>
Revenues:
Minimum rents .................... $ 8,654 $ 7,815
Tenant recoveries ................ 4,253 3,240
Other ............................ 1,193 1,285
------- -------
14,100 12,340
------- -------
Certain expenses:
Real estate taxes ................ 1,681 1,537
Recoverable operating expenses ... 3,473 3,080
Other operating expenses ......... 258 131
------- -------
5,412 4,748
------- -------
Revenues in excess of certain
expenses ................ $ 8,688 $ 7,592
======= =======
</TABLE>
The accompanying notes are an integral part of the financial statement.
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UNIVERSITY MALL
NOTES TO THE STATEMENT OF REVENUES AND CERTAIN EXPENSES
(DOLLARS IN THOUSANDS)
1. BASIS OF PRESENTATION
The statement of revenues and certain expenses relates to the operations
of University Mall which was acquired by Glimcher University Mall Limited
Partnership on December 18, 1997. University Mall contains approximately 1.3
million square feet of gross leasable area.
The accompanying financial statement is not representative of the actual
operations for the periods presented as certain expenses, which may not be
comparable to the expenses expected to be incurred in the proposed future
operations of University Mall, have been excluded. Management of University Mall
is not aware of any material factors relating to University Mall that would
cause the reported financial information not to be indicative of future
operating results. Expenses excluded consist of interest, depreciation and
amortization, management fees and other costs not directly related to the future
operations of University Mall.
The preparation of the financial statements in conformity with generally
accepted accounting principles require management to make estimates and
assumptions. For example, estimates are used to establish tenant recoveries,
rents, property operating expenses, real estate taxes and provisions for
accounts receivable. Actual results could differ from those estimates.
The accompanying interim unaudited statement of revenue and certain
expenses for the nine months ended September 30, 1997 has been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations, although management believes
that the disclosures are adequate to make the information presented not
misleading. In the opinion of management, all adjustments consisting only of
normal recurring adjustments, necessary to present fairly the statement of
revenue and certain expenses of University Mall for the nine months ended
September 30, 1997, have been included. The results of operations for interim
periods are not necessarily indicative of the results for the full year.
2. OPERATING LEASES
Minimum rents contain straight-line adjustments for rental revenue in
accordance with generally accepted accounting principles. The net rental revenue
increase resulting from straight-line adjustments for the year ended December
31, 1996 was $214. No rental payments from individual tenants represented 10% or
more of the total rents for any period presented.
University Mall provides for doubtful accounts representing that portion
of accounts receivable which is estimated to be uncollectible and has provided
$227 for the year ended December 31, 1996, in other operating expenses.
University Mall is leased to tenants under operating leases with
expiration dates extending to the year 2011. Future minimum rents under
non-cancelable leases for the years ending December 31, are approximately as
follows:
1997........................................... $ 9,555
1998........................................... 9,171
1999........................................... 8,998
2000........................................... 8,531
2001........................................... 8,194
Thereafter........................................ 32,886
-------
$77,335
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GLIMCHER REALTY TRUST
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUE AMOUNTS)
<TABLE>
<CAPTION>
ASSETS
GLIMCHER GLIMCHER
REALTY REALTY TRUST
TRUST CONSOLIDATED
----- ADJUSTMENTS PRO FORMA
(A) ----------- ---------
<S> <C> <C> <C>
Investment in real estate:
Land......................................................... $ 78,717 $ 13,314 (B) $ 92,031
Buildings, improvements and equipment........................ 860,680 107,814 (B) 968,494
Developments in progress:
Land.................................................. 6,281 6,281
Developments.......................................... 11,876 11,876
-------- -------- ----------
957,554 121,128 1,078,682
Less accumulated depreciation................................ 101,193 101,193
-------- -------- ----------
Net investment in real estate......................... 856,361 121,128 977,489
Cash and cash equivalents...................................... 7,345 7,345
Cash in escrow................................................. 5,138 786 (B) 5,924
Investment in and advances to unconsolidated entities.......... 69,962 69,962
Tenant accounts receivable, net................................ 22,369 22,369
Deferred expenses, net......................................... 6,971 881 (C) 7,852
Prepaid and other assets....................................... 10,144 10,144
-------- -------- ----------
$978,290 $122,795 $1,101,085
======== ======== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgage notes payable......................................... $470,550 $ 71,376 (C) $ 541,926
Notes payable.................................................. 152,064 50,855 (C) 202,919
Accounts payable and accrued expenses.......................... 22,743 564 (B) 23,307
Distributions payable.......................................... 11,787 11,787
-------- -------- ----------
657,144 122,795 779,939
-------- -------- ----------
Minority interest in partnership............................... 30,884 30,884
Redeemable preferred stock:
Series A convertible preferred shares of beneficial
interest, 34,000 shares issued and outstanding as of
September 30, 1997........................................ 34,000 34,000
Shareholders' equity:
Common shares of beneficial interest, $.01 par value,
21,910,544 shares issued and outstanding at
September 30, 1997........................................ 219 219
Additional paid-in capital................................... 317,061 317,061
Distributions in excess of accumulated earnings.............. (61,018) (61,018)
-------- -------- ----------
$978,290 $122,795 $1,101,085
======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these
pro forma consolidated financial statements.
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GLIMCHER REALTY TRUST
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUE AMOUNTS)
<TABLE>
<CAPTION>
GLIMCHER
GLIMCHER REALTY TRUST
REALTY CONSOLIDATED
TRUST PROPERTY ADJUSTMENTS PRO FORMA
----- -------- ----------- ---------
(A) (B)
<S> <C> <C> <C> <C>
Revenues:
Minimum rents....................................... $ 80,539 $ 7,815 $ 88,354
Percentage rents.................................... 2,720 2,720
Tenant recoveries................................... 17,575 3,240 20,815
Other............................................... 2,678 1,285 3,963
-------- ------- --------
Total revenues.................................. 103,512 12,340 115,852
-------- ------- --------
Operating expenses:
Real estate taxes................................... 8,059 1,537 9,596
Recoverable operating expenses...................... 10,993 3,080 14,073
Other operating expenses............................ 2,483 131 2,614
-------- ------- --------
Total operating expenses........................ 21,535 4,748 26,283
-------- ------- --------
Property net operating income................... 81,977 7,592 89,569
Depreciation and amortization.......................... 20,658 2,295 (C) 22,953
General and administrative............................. 6,255 6,255
Gain on sales of property/outparcels................... 155 155
Interest income........................................ 507 507
Interest expense....................................... 31,850 6,682 (D) 38,532
Equity in income (loss) of unconsolidated entities..... (951) (951)
Minority interest in operating partnership ............ 2,502 (147)(E) 2,355
-------- ------- ------- --------
Net income available to common shareholders..... 20,423 7,592 (8,830) 19,185
Preferred stock dividends.............................. 2,169 2,169
-------- ------- ------- --------
Net income available to common shareholders..... $ 18,254 $ 7,592 $(8,830) $ 17,016
======== ======= ======= ========
Earnings per share available to common shareholders.... $ 0.83 $ 0.78 (F)
======== ========
</TABLE>
The accompanying notes are an integral part of these
pro forma consolidated financial statements.
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GLIMCHER REALTY TRUST
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
GLIMCHER
GLIMCHER REALTY TRUST
REALTY CONSOLIDATED
TRUST PROPERTY ADJUSTMENTS PRO FORMA
----- -------- ----------- ---------
(A) (B)
<S> <C> <C> <C> <C>
Revenues:
Minimum rents.................................... 87,660 $ 8,654 $ 96,314
Percentage rents................................. 2,896 2,896
Tenant recoveries................................ 22,384 4,253 26,637
Other............................................ 4,738 1,193 5,931
-------- ------- --------
Total revenues................................... 117,678 14,100 131,778
-------- ------- --------
Operating expenses:
Real estate taxes................................ 10,233 1,681 11,914
Recoverable operating expenses................... 13,893 3,473 17,366
Other operating expenses......................... 3,086 258 3,344
-------- ------- --------
Total operating expenses....................... 27,212 5,412 32,624
-------- ------- --------
Property net operating income.................. 90,466 8,688 99,154
Depreciation and amortization......................... 22,418 3,060 (C) 25,478
General and administrative............................ 9,371 9,371
Gain on sales of outparcels........................... 1,506 1,506
Interest income....................................... 506 506
Interest expense...................................... 29,297 8,916 (D) 38,213
Equity in income (loss) of unconsolidated entities.... 42 42
Minority interest in operating partnership............ 3,385 (354)(E) 3,031
-------- ------- -------- --------
Net income....................................... 28,049 8,688 (11,622) 25,115
Preferred stock dividends............................. 268 268
-------- ------- -------- --------
Net income available to common shareholders...... $ 27,781 $ 8,688 $(11,622) $ 24,847
======== ======= ======== ========
Earnings per share available to common shareholders $ 1.27 $ 1.14 (F)
======== ========
</TABLE>
The accompanying notes are an integral part of these
pro forma consolidated financial statements.
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NOTES AND MANAGEMENT'S ASSUMPTIONS TO
THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited pro forma consolidated balance sheet is
presented as if the acquisition of University Mall occurred as of September 30,
1997.
The accompanying unaudited pro forma consolidated statements of operations
are presented as if the acquisition of University Mall had been made as of
January 1, 1996.
These pro forma financial statements should be read in conjunction with
the historical financial statements and notes thereto of Glimcher Realty Trust
(the "Company") and University Mall. In management's opinion, all adjustments
necessary to reflect the effects of the acquisition of University Mall have been
made.
The unaudited pro forma consolidated financial statements are not
necessarily indicative of what the actual financial position would have been as
of September 30, 1997, or what the actual results of operations of the Company
would have been assuming the acquisition of University Mall had been completed
as of January 1, 1996, nor do they purport to represent the results for future
periods.
2. ADJUSTMENTS TO PRO FORMA CONSOLIDATED BALANCE SHEET
(A) Reflects the balance sheet of the Company as of September 30,
1997.
(B) Reflects the allocation of the purchase price of $121,128
between land and buildings, improvements and equipment, set-up
of certain real estate tax, insurance, and capital reserve
escrows and the assumption of certain accrued expenses.
(C) Reflects the placement of a new mortgage note payable of
$71,376, the net increase in the Company's credit facility and
related financing costs associated with the acquisition of
University Mall.
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NOTES AND MANAGEMENT'S ASSUMPTIONS TO
THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
3. ADJUSTMENTS TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(A) Reflects the operations of the Company for the pro forma
periods indicated.
(B) Reflects revenues and certain expenses of University Mall for
the pro forma periods.
(C) Reflects depreciation and amortization relative to the
purchase of University Mall.
(D) Reflects the increase in interest expense as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, 1997 DECEMBER 31, 1996
------------------ -----------------
<S> <C> <C>
Interest on new mortgage note payable........ $3,824 $5,106
Interest on the Company's credit facility.... 2,858 3,810
------ ------
$6,682 $8,916
====== ======
</TABLE>
(E) Reflects the adjustment in minority interest in partnership as
a result of the pro forma adjustments to net income.
(F) Pro Forma earnings per common share of beneficial interest is
based upon 21,899,383 and 21,888,068 weighted average common
shares of beneficial interest outstanding as of September 30,
1997 and December 31, 1996, respectively.
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Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Glimcher Realty Trust on Forms S-3 (File Nos. 33-90730, 33-91084, 333-43317 and
333-43319) and on Forms S-8 (File Nos. 33-94542 and 333-10221) of our report
dated January 16, 1998, relating to the Statement of Revenues and Certain
Expenses of University Mall for the year ended December 31, 1996, which report
appears in Form 8-K/A Amendment No. 1 of Glimcher Realty Trust.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
January 27, 1998
