<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7,
1996]
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File No. 001-12482
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:
GLIMCHER REALTY TRUST
20 SOUTH THIRD STREET
COLUMBUS, OHIO 43215
EXHIBIT INDEX ON PAGE 15
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REQUIRED INFORMATION
The following financial statements and schedules for the Glimcher Realty Trust
Retirement Savings Plan are being filed herewith:
<TABLE>
<CAPTION>
DESCRIPTION PAGE
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<S> <C>
Report of Independent Accountants.......................................................................... 5
Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998........................... 6
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1999 and 1998.. 7
Notes to Financial Statements.............................................................................. 8
Schedule of Assets Held for Investment Purposes as of December 31, 1999.................................... 12
Schedule of Reportable Transactions for the year ended December 31, 1999................................... 13
The following exhibit is being filed herewith:
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C> <C>
23 Consent of Independent Accountants...................................................... 15
</TABLE>
2
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the persons administering the Plan have caused this annual report to be signed
on their behalf by the undersigned, thereunto duly authorized, in the City of
Columbus, State of Ohio, on the 28th day of June 2000.
GLIMCHER REALTY TRUST
By: /s/ William G. Cornely
---------------------------------------
William G. Cornely
Executive Vice President, Chief Operating
Officer, Chief Financial Officer, Treasurer
and Trustee
3
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GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
INDEX OF FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Accountants.......................................................................... 5
FINANCIAL STATEMENTS
--------------------
Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998........................... 6
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1999 and 1998.. 7
Notes to Financial Statements.............................................................................. 8
SUPPLEMENTAL SCHEDULES
----------------------
Item 27a - Part I - Schedule of Assets Held for Investment Purposes as of December 31, 1999................. 12
Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1999......................... 13
</TABLE>
4
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Glimcher Realty Trust Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of Glimcher Realty Trust Retirement Savings Plan (the "Plan") at
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the years ended in conformity with generally accepted accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, 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 the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Columbus, Ohio
June 23, 2000
5
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GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Assets:
Cash and cash equivalents .................... $ 27,599 $ 66,730
Investments .................................. 2,399,863 1,297,542
Receivables:
Employer contribution ..................... 52,719 7,525
Participants' contributions ............... 30,253
Participant loans ......................... 43,861 35,347
Interest and dividends .................... 12,546 6,614
---------- ----------
Total receivables ...................... 109,126 79,739
---------- ----------
Net assets available for benefits ...... $2,536,588 $1,444,011
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
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GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer ................................................... $ 265,398 $ 152,208
Participants ............................................... 832,199 542,711
---------- ----------
1,097,597 694,919
---------- ----------
Investment income:
Interest ................................................... 6,565 20,886
Dividends .................................................. 65,016 10,893
Net appreciation in fair value of investment ............... 157,483 52,934
Other receipts ............................................. 25,086
---------- ----------
254,150 84,713
---------- ----------
Total additions ......................................... 1,351,747 779,632
Deductions from net assets attributed to:
Withdrawals by participants .................................. 217,868 256,311
Administration fee ........................................... 10,230
Forfeitures .................................................. 31,072
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Total deductions ........................................ 259,170 256,311
---------- ----------
Net increase ............................................ 1,092,577 523,321
Net assets available for benefits:
Beginning of year ............................................ 1,444,011 920,690
---------- ----------
End of year .................................................. $2,536,588 $1,444,011
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
7
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GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The Plan was adopted by the Glimcher Realty Trust (the Company)
effective January 1, 1996, to provide an opportunity for employees to increase
their savings and provide additional income upon retirement.
The Plan is a defined contribution plan. Employees may contribute up to
15.0% of their compensation on a pretax basis within certain dollar limitations
imposed by the Internal Revenue Service ("IRS"). The allocation of contributions
to one or more of the investment funds is designated by each participant.
Employer matching contributions are made at the rate of 50.0% of the
first 4.0% of the pretax employee contribution to the funds. During the 1999
Plan year, a total of 401 active employees were eligible to participate in the
Plan.
Employees become fully vested in employer contributions after
completing five years of continuous employment. Nonvested employer contributions
for terminated participants are forfeited by the participant and are used to
reduce future employer contributions to the Plan. Participants should refer to
the Plan document for a more complete description of the Plan's provisions.
The Plan has adopted a loan provision to assist participants in raising
funds to meet certain financial needs. All loans will be limited to 50.0% of the
participant's vested account balance, provided such loan does not exceed
$50,000. The Plan also includes a minimum loan amount of $1,000. No participant
may have more than one loan outstanding at one time.
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and has the
right to terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). In the event of a termination of the
Plan, participants will become fully vested in their accounts. The net assets of
the Plan as of the date of termination would be distributed to the participants
based on their adjusted balances as of that date.
Participants are given the opportunity on a daily basis to change the
allocation percentages of future contributions within the investment funds and
the allocation of existing balances.
A participant's account is allocated a portion of earnings and
appreciation or depreciation in the fair value of investments of the fund or
funds in which the participant's account is invested. The allocation is based on
the number of units assigned to participants. New units are assigned to
participants based on the dollar amount of their addition to the fund in
relation to the unit value on that day.
The employer matching contributions can only be invested in its common
stock.
Effective January 1, 1999, the Company engaged the firm of Salomon
Smith Barney to be the Plan's investment advisor, Manulife Financial Services to
be the Plan's broker and Dean, Von Schoeler, McBride to be the Plan's third
party administrator. All participant-directed funds held by Huntingon Trust
Company were transferred to Manulife Financial Services, while all non
participant-directed funds were transferred to Salomon Smith Barney. The Company
continues to be the Plan sponsor and administrator; accounting, legal, and
administrative services are not reflected in the financial statements as these
services are provided by the Company without charge to the Plan. The Company has
appointed William G. Cornely, George M. Harmanis and Janelle R. Mikusa as the
Plan's trustees effective January 1, 1999.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Glimcher Realty Trust Retirement
Savings Plan (the "Plan") have been prepared in accordance with generally
accepted accounting principles.
Contributions to the Plan
Contributions from participating employees are accrued on a monthly
basis as the employer makes payroll deductions from Plan participants.
Contributions from the employer are determined monthly based on the employer
matching formula as defined in the Plan description.
Payment of Benefits
Benefits are recorded when paid.
Investment Valuation
The Plan's investments are stated at fair value. Quoted market prices
are used to value investments. Purchases and sales of investments are recorded
on a trade date basis, with sales of investments based on the specific
identification method. The net appreciation (depreciation) in the fair value of
the Plan's investments consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Cash and cash equivalents include short-term, highly liquid investments
with an original maturity of three months or less. Cost approximates market
value.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make estimates
and assumptions. These estimates affect the reported amounts of net assets
available for benefits and disclosure of contingent items affecting the net
assets available for benefits at the date of the financial statements and the
reported amounts of changes in net assets available for benefits during the
reporting period. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities and other investment securities.
Investment securities are exposed to various risks, such as interest rate,
market and credit risks. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect participants' account balances and the amounts
reported in the statement of net assets available for benefits.
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GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
3. TAX STATUS
The Plan is designed to constitute a qualified trust under Section
401(a) of the Internal Revenue Code ("IRC") and is, therefore, exempt from
federal income taxes under Section 501(a). The Plan was amended effective
January 1, 1999 and will be submitted to the IRS for a favorable determination
letter within the remedial amendment period. The Plan administrator believes
that the Plan continues to be designed and operated in compliance with
applicable requirements of the IRC.
4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to Form 5500 as of December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net assets available for benefits per the financial statements.. $2,536,588 $1,444,011
Receivables not included in the Form 5500 ...................... (109,126) (79,739)
Amounts allocated to withdrawing participants .................. (18,185)
---------- ----------
Net assets available for benefits per the Form 5500 ............ $2,427,462 $1,346,087
========== ==========
</TABLE>
5. INVESTMENTS
Investments which account for more than 5.0% of the Plan's net assets
as of December 31, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Monitor Money Market Fund .................... $ 76,854
Monitor Treasury Market Fund ................. 76,292
Balanced Advantage Asset Allocation Fund ..... 130,423
Fidelity Advisors Growth Opportunity Fund .... 448,145
AIM Constellation Fund ....................... 380,004
Glimcher Realty Trust Common Stock ........... $335,970 196,486
Manulife Index Stock Fund .................... 372,013
Manulife Growth Opportunities Fund ........... 393,558
Manulife Mid Cap Growth Fund ................. 215,739
Manulife Lifestyle Funds ..................... 779,248
</TABLE>
6. NON PARTICIPANT - DIRECTED INVESTMENTS
Information about the net assets and significant components of the changes in
net assets relating to the non participant directed investments is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------
1999 1998
---- ----
<S> <C> <C>
Net Assets:
Glimcher Realty Trust Common Stock .... $335,970 $196,486
======== ========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
------------
1999 1998
---- ----
<S> <C> <C>
Changes in Net Assets:
Contributions ......................... $234,923 $ 97,591
Dividends ............................. 12,600
Net depreciation ...................... (76,967) (67,417)
Forfeitures ........................... (31,072)
Benefits paid to participants ............. (37,856)
-------- --------
$139,484 $ (7,682)
======== ========
</TABLE>
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GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
7. TRANSACTION WITH PARTIES-IN-INTEREST
The Plan held, at fair value, $335,970 and $196,486 of Company common
shares at December 31, 1999 and 1998, respectively. The Plan purchased 11,631
and 3,476 Company common shares at a cost of $182,204 and $63,275 in 1999 and
1998, respectively. There were no sales of Company common shares in 1999 and
1998.
In 1998 certain Plan investments are units of common/collective trusts
managed by the Huntington National Bank, an affiliate of The Huntington Trust
Company. The Huntington Trust Company is the trustee as defined by the Plan, and
therefore, these transactions qualify as party-in-interest.
In 1999 certain Plan investments are units of common/collective trusts
managed by Salomon Smith Barney. Salomon Smith Barney is the investment advisor
as defined by the Plan, and therefore, these transactions qualify as
party-in-interest.
11
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GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, LESSOR, CURRENT
OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Manulife Financial * Manulife Money Market Fund $ $ 9,814
Manulife Financial * Manulife High Quality Bond Fund 23,781
Manulife Financial * Manulife Diversified Capital Fund 43,991
Manulife Financial * Manulife Balanced Fund 57,146
Manulife Financial * Manulife Index Stock Fund 372,013
Manulife Financial * Manulife Growth Opportunities Fund 393,558
Manulife Financial * Manulife International Stock Fund 54,921
Manulife Financial * Manulife Small Company Stock Fund 113,682
Manulife Financial * Manulife Mid-Cap Growth Fund 215,739
Manulife Financial * Manulife Lifestyle Funds 779,248
Glimcher Realty Trust* Glimcher Realty Trust Common Stock 409,291 335,970
</TABLE>
*Indicates transaction is with a party in interest.
12
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GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
CURRENT VALUE OF
PURCHASE SELLING EXPENSES COST OF ASSET ON NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE INCURRED ASSET TRANSACTION DATE OR (LOSS)
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Glimcher Realty Trust Common Stock - $172,085 $172,085 $172,085
3 separate transactions
</TABLE>
13
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INDEX TO EXHIBIT
EXHIBIT NO. DESCRIPTION PAGE
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23 Consent of Independent Accountants................ 15
14
