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, 2001
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 13
REQUIRED INFORMATION
The following financial statements and schedules for the Glimcher Realty Trust
Retirement Savings Plan are being filed herewith:
DESCRIPTION PAGE
- ----------- ----
Report of Independent Accountants.......................................................................... 5
Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000........................... 6
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2001 and 2000 7
Notes to Financial Statements.............................................................................. 8
Schedule of Assets Held for Investment Purposes as of December 31, 2001.................................... 11
Schedule of Reportable Transactions for the year ended December 31, 2001.................................... 12
The following exhibit is being filed herewith:
EXHIBIT NO. DESCRIPTION
----------- -----------
23 Consent of Independent Accountants........................................................ 14
2
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 2002.
GLIMCHER REALTY TRUST RETIREMENT
SAVINGS PLAN
By: /s/ William G. Cornely
--------------------------
William G. Cornely
Executive Vice President, Chief
Operating Officer, Chief Financial
Officer, Treasurer and Trustee
3
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
INDEX OF FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
PAGE
----
Report of Independent Accountants.......................................................................... 5
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000............................ 6
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2001 and 2000 7
Notes to Financial Statements.............................................................................. 8
SUPPLEMENTAL SCHEDULES
Item 27a - Part I - Schedule of Assets Held for Investment Purposes as of December 31, 2001................. 11
Item 27d - Schedule of Reportable Transactions for the year ended December 31, 2001......................... 12
4
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 the Glimcher Realty Trust Retirement Savings Plan (the "Plan") at
December 31, 2001 and 2000, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America. 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 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.
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 Retirement 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.
PricewaterhouseCoopers LLP
Columbus, Ohio
June 27, 2002
5
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
Assets:
Cash and cash equivalents .............. $ 54 $ 2,675
Investments ............................ 3,726,585 2,979,018
---------- ----------
3,726,639 2,981,693
Receivables:
Employer contribution ............... 58,761 54,861
Participant loans ................... 66,801 65,757
Interest and dividends .............. 29,632 21,875
---------- ----------
Total receivables ................ 155,194 142,493
---------- ----------
Net assets available for
benefits....................... $3,881,833 $3,124,186
========== ==========
The accompanying notes are an integral part of these financial statements.
6
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
Additions to net assets attributed to:
Contributions:
Employer .............................................. $ 267,058 $ 248,086
Participants .......................................... 935,939 909,497
----------- -----------
1,202,997 1,157,583
----------- -----------
Investment income:
Interest .............................................. 5,613 4,963
Dividends ............................................. 107,311 72,764
Net appreciation (depreciation) in fair value
of investments....................................... 70,408 (254,439)
----------- -----------
183,332 (176,712)
----------- -----------
Total additions .................................... 1,386,329 980,871
----------- -----------
Deductions from net assets attributed to:
Withdrawals by participants ............................. 574,350 349,032
Administration fee ...................................... 26,719 24,359
Forfeitures ............................................. 27,613 19,882
----------- -----------
Total deductions ................................... 628,682 393,273
----------- -----------
Net increase ....................................... 757,647 587,598
Net assets available for benefits:
Beginning of year ....................................... 3,124,186 2,536,588
----------- -----------
End of year ............................................. $ 3,881,833 $ 3,124,186
=========== ===========
The accompanying notes are an integral part of these financial statements
7
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The Glimcher Realty Trust Retirement Savings Plan (the "Plan") was
adopted by 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 contributions to the funds. Employees vest in employer
contributions after the following years of service: 1 - 10.0%, 2 - 30.0%, 3 -
50.0%, 4 - 70.0% and 5 - 100.0%. Nonvested employer contributions for terminated
participants are forfeited by the participant and are used to reduce future
employer contributions to the Plan. Forfeited amounts aggregated $49,212 and
$27,613 at December 31, 2001 and 2000, respectively. 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. At December 31, 2001,
participant loans bear interest at rates ranging from 6.50 % to 10.50 % and have
maturity dates ranging from August 2002 through September 2006.
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.
Through December 31, 2001, the employer matching contributions could
only be invested in Company common shares of beneficial interest (the "Shares").
Effective January 1, 2002, the employer matching contribution will be made in
cash.
Through December 19, 2001, 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. Effective December 19, 2001, Merrill Lynch replaced Salomon
Smith Barney as the Plan's investment advisor. 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 July 19, 2001, Michael P. Glimcher was appointed trustee of the Plan
to replace Janelle R. Mikusa who was removed as one of the Plan's trustees on
February 23, 2001.
8
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of 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 or depreciation in the fair value of
the Plan's investments consists of the realized gains or losses and the
unrealized appreciation or 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 management to make estimates and
assumptions that affect the reported amounts in the statement of net assets
available for benefits and the statements of changes in net assets available for
benefits.
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.
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 was submitted to the IRS for a favorable determination
letter. The Plan administrator believes that the Plan continues to be designed
and operated in compliance with applicable requirements of the IRC. On February
26, 2002, an application to amend the Plan was submitted to the IRS. In
conjunction with the February 26, 2002 application, the Plan has also requested
a favorable determination letter related to the amended Plan.
9
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
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, 2001 and 2000:
<Table>
<Caption>
2001 2000
---- ----
Net assets available for benefits per the financial
statements.................................................. $ 3,881,833 $ 3,124,186
Receivables not included in the Form 5500 .................... (88,393) (76,736)
----------- -----------
Net assets available for benefits per the Form 5500 .......... $ 3,793,440 $ 3,047,450
=========== ===========
5. INVESTMENTS
Investments which account for more than 5.0% of the Plan's net assets
as of December 31, 2001 and 2000 were as follows:
2001 2000
---- ----
Glimcher Realty Trust Common Stock................................. $ 1,160,511 $ 568,701
Manulife 500 Index Fund............................................ 397,772 343,373
Manulife Fidelity Advisor Dividend Growth.......................... 298,198 264,795
Manulife AIM Constellation Fund.................................... 216,599 252,293
Manulife Lifestyle Funds........................................... 1,022,585 1,015,196
6. NON PARTICIPANT DIRECTED INVESTMENT
Information about the net assets and significant components of the
changes in net assets relating to the non participant directed investment is as
follows:
DECEMBER 31,
----------------------------------
2001 2000
---- ----
Net Assets:
Cash and cash equivalents............................................ $ 54 $ 2,675
Common Stock ........................................................ 1,160,511 568,701
Employer contribution receivable..................................... 58,761 54,861
Dividend and interest receivable..................................... 29,632 21,875
------------- ------------
Non Participant directed investment.............................. $ 1,248,958 $ 648,112
============= ============
YEAR ENDED
DECEMBER 31,
----------------------------------
2001 2000
---- ----
Changes in Net Assets:
Contributions............................................................. $ 267,058 $ 248,086
Dividends and interest.................................................... 107,410 72,900
Net appreciation (depreciation) .......................................... 366,645 (21,006)
Forfeitures............................................................... (27,613) (19,882)
Benefits paid to participants............................................ (112,654) (35,272)
------------- ------------
$ 600,846 $ 244,826
============= ============
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan purchased Company Shares at a cost of $180,639 and $248,086 in
2001 and 2000, respectively. The Plan sold Company Shares with a cost of $93,521
and $38,056 in 2001 and 2000, respectively.
Through December 19, 2001, certain Plan investments are 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.
Effective December 19, 2001, Merrill Lynch replaced Salomon Smith Barney as the
Plan's investment advisor.
10
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 2001
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
-----------------------------------------------------------------------------------------------------------------
Manulife Financial * Manulife Money Market Fund $ 69,941
Manulife Financial * Manulife Dreyfus Premier Core Bond Fund 95,047
Manulife Financial * Manulife Putnam Global Equity Fund 87,089
Manulife Financial * Manulife Balanced Fund 78,944
Manulife Financial * Manulife 500 Index Fund 397,772
Manulife Financial * Manulife Fidelity Advisor Dividend Growth Fund 298,198
Manulife Financial * Manulife T. Rowe Price International Stock Fund 61,509
Manulife Financial * Manulife Lord Abbett Developing Growth Fund 97,322
Manulife Financial * Manulife AIM Constellation Fund 216,599
Manulife Financial * Manulife Select Twenty Growth Fund 141,067
Manulife Financial * Manulife Lifestyle Funds 1,022,585
Glimcher Realty Trust* Glimcher Realty Trust Common Stock $769,669 1,160,511
Participant Loans* 6.50 % to 10.50 % interest rates, maturing
August 2002 through September 2006 66,801 66,801
*Indicates transaction is with a party-in-interest.
11
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2001
CURRENT VALUE OF
PURCHASE SELLING EXPENSES COST OF ASSET ON NET GAIN OR
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE INCURRED ASSET TRANSACTION DATE (LOSS)
- ----------------------------------------------------------------------------------------------------------------------------------
Glimcher Realty Trust Common Shares - $180,639 $180,639 $180,639
3 separate transactions
Glimcher Realty Trust Common Shares - $95,162 $ 93,521 $ 95,162 $1,641
6 transactions
12
INDEX TO EXHIBIT
EXHIBIT NO. DESCRIPTION PAGE
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23 Consent of Independent Accountants.................... 14
13