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, 2002
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, 2002 and 2001.............................. 6
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2002 and 2001..... 7
Notes to Financial Statements................................................................................. 8
Schedule of Assets (Held at End of Year)...................................................................... 11
Schedule of Reportable Transactions for the year ended December 31, 2002...................................... 12
The following exhibit is being filed herewith:
EXHIBIT NO. DESCRIPTION
---------- -----------
23 Consent of Independent Auditors........................................................... 15
99 Certification by the Trustees pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002...................... 16
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, hereunto duly authorized, in the City of
Columbus, State of Ohio, on the 26th day of June 2003.
GLIMCHER REALTY TRUST RETIREMENT
SAVINGS PLAN
By: /s/ Melinda A. Janik
-----------------------------
Melinda A. Janik
Senior Vice President and
Chief Financial Officer
3
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
INDEX OF FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
PAGE
----
Report of Independent Auditors................................................................................. 5
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of December 31, 2002 and 2001............................... 6
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2002 and 2001 7
Notes to Financial Statements.................................................................................. 8
SUPPLEMENTAL SCHEDULES
Schedule H, line 4 i - Schedule of Assets (Held at End of Year)................................................ 12
Schedule H, line 4 j - Schedule of Reportable Transactions for the year ended December 31, 2002................ 13
4
REPORT OF INDEPENDENT AUDITORS
To the Participants and Administrator of the
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, 2002 and 2001, 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 at End of Year) 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 26, 2003
5
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2002 AND 2001
2002 2001
---- ----
Assets:
Cash and cash equivalents .................. $ 508 $ 54
Investments ................................ 3,431,521 3,726,585
Participant loans........................... 102,687 66,801
---------- ----------
3,534,716 3,793,440
Receivables:
Contributions........ ................... 68,892 58,761
Interest and dividends .................. 29,632
---------- ----------
Total receivables .................... 68,892 89,393
---------- ----------
Net assets available for benefits .... $3,603,608 $3,881,833
========== ==========
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, 2002 AND 2001
2002 2001
---- ----
Additions to net assets attributed to:
Contributions:
Employer ...................................................... $ 262,017 $ 267,058
Participants .................................................. 898,235 935,939
----------- -----------
1,160,252 1,202,997
----------- -----------
Investment income:
Interest ...................................................... 6,486 5,613
Dividends ..................................................... 107,311
Net (depreciation) appreciation in fair value of investments .. (710,811) 70,408
----------- -----------
(704,325) 183,332
----------- -----------
Total additions ............................................ 455,927 1,386,329
----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants ................................... 564,387 574,350
Administration fee .............................................. 31,484 26,719
Forfeitures ..................................................... 138,281 27,613
----------- -----------
Total deductions ........................................... 734,152 628,682
----------- -----------
Net (decrease) increase .................................... (278,225) 757,647
Net assets available for benefits:
Beginning of year ............................................... 3,881,833 3,124,186
----------- -----------
End of year ..................................................... $ 3,603,608 $ 3,881,833
=========== ===========
The accompanying notes are an integral part of these financial statements
7
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
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. 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%. Non-vested employer contributions for terminated participants
are forfeited by the participant and are used to reduce future employer
contributions to the Plan. Forfeited amounts recognized were $138,281 and
$27,613 in 2002 and 2001, respectively. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
The Plan has 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 any time. At December 31, 2002,
participant loans bear interest at rates ranging from 6.50% to 10.50% and have
maturity dates ranging from April 2003 through November 2007.
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 contributions were made only in
cash.
For the period from January 1, 2001 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. Also
effective August 8, 2002, Melinda A. Janik was appointed trustee of the Plan. On
May 23, 2003, George M. Harmanis resigned his position as trustee of the Plan.
8
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
Contributions to the Plan
Contributions from participating employees are deposited on a monthly
basis as the employer makes payroll deductions from Plan participants.
Contributions from the Company 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 statements of net assets
available for benefits and the statements of changes in net assets available for
benefits. 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 statements 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 Company received a favorable
determination letter from the IRS with regard to amendments to the Plan made
through February 26, 2002. A subsequent amendment was made in December 2002,
however, the Plan administrator believes that the Plan continues to be designed
and operated in compliance with applicable requirements of the IRC.
9
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The Plan's Form 5500 is prepared using the cash basis of accounting.
Under this method, contributions are recorded in the period received. The
following is a reconciliation of net assets available for benefits per the
financial statements to Form 5500 as of December 31, 2002 and 2001:
2002 2001
---- ----
Net assets available for benefits per the financial statements...... $3,603,608 $3,881,833
Receivables not included in the Form 5500........................... (68,892) (58,761)
---------- ----------
Net assets available for benefits per the Form 5500................. $3,534,716 $3,823,072
========== ==========
The following is a reconciliation of contributions per the financial
statements for the years ended December 31, 2002 and 2001, to Form 5500:
2002 2001
---- ----
Contributions per the financial statements.......................... $1,179,545 $1,202,997
Contributions receivable, beginning of year......................... 58,761 54,861
Contributions receivable, end of year............................... (68,892) (58,761)
---------- ----------
Net assets available for benefits per the Form 5500................. $1,150,121 $1,199,097
========== ==========
5. INVESTMENTS
Investments which account for more than 5.0% of the Plan's net assets
as of December 31, 2002 and 2001 were as follows:
2002 2001
---- ----
Manulife Lifestyle Funds........................................... $1,300,686 $1,022,585
Glimcher Realty Trust Common Stock (non participant directed)...... 1,160,511
Manulife 500 Index Fund............................................ 467,097 397,772
Manulife Fidelity Advisor Dividend Growth.......................... 337,076 298,198
Manulife AIM Constellation Fund.................................... 245,635 216,599
Manulife Dreyfus Premier Core Bond Fund............................ 206,248
Manulife Select Twenty Growth Fund................................. 179,323
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,
-------------------
2002 2001
---- ----
Net Assets:
Cash and cash equivalents.......................................... $ 508 $ 54
Common Stock ...................................................... 1,160,511
Employer contribution receivable................................... 58,761
Dividend and interest receivable................................... 29,632
---------- ----------
Non Participant directed investment............................ $ 508 $1,248,958
========== ==========
YEAR ENDED
DECEMBER 31,
-------------------
2002 2001
---- ----
Changes in Net Assets:
Contributions................ .................................... $ 267,058
Dividends, interest and other ..................................... $ 374 107,410
Net (depreciation) appreciation ................................... (77,994) 366,645
Amount transferred to participant directed investments............ (1,170,830)
Forfeitures........................................................ (27,613)
Benefits paid to participants................................. (112,654)
----------- ----------
$(1,248,450) $ 600,846
=========== ==========
10
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
7. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan purchased Company Shares at a cost of $180,639 in 2001. The
Plan sold Company Shares with a cost of $958,038 and $93,118 in 2002 and 2001,
respectively.
For the period from January 1, 2001 to December 19, 2001, certain Plan
investments were managed by Salomon Smith Barney. Salomon Smith Barney was the
investment advisor as defined by the Plan, and therefore, these transactions
qualified as party-in-interest. Effective December 19, 2002, Merrill Lynch
replaced Salomon Smith Barney as the Plan's investment advisor.
At December 31, 2002 and 2001, the Plan held certain investments in
mutual funds managed by a related party of the Plan. Purchases and sales of
these mutual funds are open market transactions and are permitted under the
provisions of the Plan and are exempt from prohibition of party-in-interest
transactions under the IRS Code and ERISA.
11
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
SCHEDULE H, LINE 4 I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
-----------------------------------------------------------------------------------------------------------------
Manulife Financial * Manulife Lifestyle Funds $1,300,686
Manulife Financial * Manulife 500 Index Fund 467,097
Manulife Financial * Manulife Fidelity Advisor Dividend Growth Fund 337,076
Manulife Financial * Manulife AIM Constellation Fund 245,635
Manulife Financial * Manulife Dreyfus Premier Core Bond Fund 206,248
Manulife Financial * Manulife Select Twenty Growth Fund 179,323
Manulife Financial * Manulife Money Market Fund 173,454
Manulife Financial * Manulife Putnam Global Equity Fund 134,274
Manulife Financial * Manulife Lord Abbett Developing Growth Fund 101,830
Manulife Financial * Manulife Balanced Fund 92,116
Manulife Financial * Manulife Franklin Balance Sheet Fund 71,744
Manulife Financial * Manulife T. Rowe Price International Stock Fund 57,184
Manulife Financial * Manulife Scudder International Select Equity Fund 55,426
Manulife Financial * Manulife Franklin Small-Mid Growth Fund 9,428
---------
3,431,521
---------
Participant Loans * 6.50% to 10.50% interest rates, maturing
April 2003 through November 2007 102,687
*Indicates transaction is with a party-in-interest.
12
GLIMCHER REALTY TRUST RETIREMENT SAVINGS PLAN
SCHEDULE H, LINE 4 J - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
CURRENT VALUE
OF ASSET ON
PURCHASE SELLING EXPENSES COST OF TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE INCURRED ASSET DATE OR (LOSS)
- -----------------------------------------------------------------------------------------------------------------------------------
Glimcher Realty Trust Common Shares - $1,082,370 $ 958,038 $1,082,370 $124,332
5 transactions
13
INDEX TO EXHIBIT
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
23 Consent of Independent Accountants.................... 15
99 Certification by the Trustees pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002........................ 16
14