8-K

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)  April 24, 2008 (April 23, 2008)

Glimcher Realty Trust

(Exact name of Registrant as specified in its Charter)

Maryland	001-12482	31-1390518
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 2.02  Results of Operations and Financial Condition.

On April 24, 2008, Glimcher Realty Trust (the “Company”) issued a press release regarding its results of operations for the first quarter ended March 31, 2008.  A copy of the press release is furnished with this report as Exhibit 99.1.  A copy of the Company’s supplemental information for the three months ended March 31, 2008, which is referenced in the press release and available on the Company’s website, is furnished with this report as Exhibit 99.2.

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

The press release and supplemental information incorporates certain non-GAAP financial measures. The Company believes that the presentation of such measures provides useful information to investors regarding the Company’s results of operations.  Specifically, the Company believes that Funds From Operations (“FFO”) is a supplemental measure of the Company’s operating performance as it is a recognized metric used extensively by the real estate industry, in particular, Real Estate Investment Trusts.  The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income (loss) available to common shareholders (computed in accordance with Generally Accepted Accounting Principles (“GAAP”)), excluding gains or losses from sales of depreciable property, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures.   FFO does include impairment losses for properties held for use and held for sale.  The Company’s FFO may not be directly comparable to similarly titled measures reported by other real estate investment trusts.  FFO does not represent cash flow from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of the Company’s financial performance or to cash flow from operating activities (determined in accordance with GAAP), as a measure of the Company’s liquidity, nor is it indicative of funds available to fund the Company’s cash needs, including its ability to make cash distributions.  A description and reconciliation of non-GAAP financial metrics is contained in the attached press release and financial tables.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits

99.1 Press Release of Glimcher Realty Trust, dated April 23, 2008.

99.2 Supplemental Information for the three months ended March 31, 2008.

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)
Date: April 24, 2008	/s/ Mark E. Yale Mark E. Yale Executive Vice President, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)

EX-99.1

EXHIBIT 99.1

NEWS RELEASE FOR INFORMATION CONTACT:   Glimcher Realty Trust 180 East Broad Street Columbus, Ohio 43215 www.glimcher.com  

Mark E. Yale	Lisa A. Indest
Exec. V.P., CFO	V.P., Finance and Accounting
(614) 887-5610	(614) 887-5844
myale@glimcher.com	lindest@glimcher.com

FOR IMMEDIATE RELEASE

Wednesday, April 23, 2008

GLIMCHER REPORTS FIRST QUARTER 2008 RESULTS

· Quarterly releasing spreads increased 13% over the prior rental rate

· 2.3% NOI growth for first quarter 2008 for the Company’s core mall properties

· 93% core mall store occupancy at March 31, 2008

COLUMBUS, OH – April 23, 2008 – Glimcher Realty Trust, (NYSE: GRT), today announced financial results for the first quarter ended March 31, 2008.  A description and reconciliation of non-GAAP financial measures to GAAP financial measures is contained in a later section of this press release.  References to per share amounts are based on diluted common shares.

Net loss to common shareholders during the first quarter of 2008 was $(261,000), or $(0.01) per share, as compared to income of $1.1 million, or $0.03 per share, in the first quarter of 2007.  Funds From Operations (“FFO”) during the first quarter of 2008 was $19.9 million compared to $20.0 million in the first quarter of 2007.  On a per share basis, FFO during the first quarter of 2008 was $0.49 per share compared to $0.50 per share for the first quarter of 2007.

“We are pleased with the start of the fiscal year,” stated Michael P. Glimcher, Chairman of the Board and CEO. “Our financial performance was solid and operating fundamentals within our core mall portfolio remain strong in spite of a challenging economic environment, providing further evidence in support of our long-term strategy of focusing on portfolio quality.”

Summary of Financial Results

(unaudited, dollars in thousands except per share amounts)

	Three Months Ended March 31,
	2008			2007		% Change
Revenues	$	78,119		$	72,699		7.5	%
Net (loss) income available to common shareholders	$	(261	)	$	1,108		(123.6	)%
(Loss) earnings per share	$	(0.01	)	$	0.03		(133.3	)%
FFO	$	19,896		$	19,996		(0.5	)%
FFO per share	$	0.49		$	0.50		(2.0	)%

Glimcher Realty Trust

Highlights

· Total revenues of $78.1 million in the first quarter of 2008 compared to revenues of $72.7 million for the first quarter of 2007.  Additional revenues from the recently acquired Merritt Square Mall of $3.0 million as well as higher gross proceeds of $1.1 million from the sale of outparcels during the first quarter of 2008 along with positive growth in comparable mall revenues led to the increase in total revenues over the first quarter of 2007.

· Net loss to common shareholders for the first quarter of 2008 was $(0.3) million compared to net income of $1.1 million for the first quarter of 2007.  This decrease relates primarily to a $3.3 million reduction in contribution from discontinued operations due primarily to the mall sales completed during 2007.  This was partially offset by lower interest expense and higher profits from the sale of outparcels.

· Net operating income for comparable held-for-investment mall properties, including joint venture malls (“Core Malls”), increased 2.3% in the first quarter of 2008 over the first quarter of 2007.  When including mall properties classified as held-for-sale, net operating income increased 2.0% for the quarter.

· Core Malls store average rents were $27.25 per square foot at March 31, 2008, an increase of 3.3% from the $26.38 per square foot at March 31, 2007.  Re-leasing spreads for the leases signed during the first quarter of 2008 were favorable by 13% with base rents averaging $25.59 per square foot.  Re-leasing spreads represent the percentage change in base rent for leases signed, both new leases and renewals, to the base rent for comparative tenants for those leases where the space was occupied in the previous twenty four months.

· Occupancy for the Core Malls stores at March 31, 2008 was 92.8% compared to 92.7% at March 31, 2007.

· Aggregate sales for the Core Malls stores decreased just under 2% to $363 per square foot for the twelve months ending March 31, 2008 compared to $370 per square foot for the twelve months ending March 31, 2007.  Aggregate sales represent retail sales for all mall stores of 10,000 square feet or less that reported sales in each respective twelve month period.

· Debt-to-total-market capitalization at March 31, 2008 (including the Company’s pro-rata share of joint venture debt) was 70.2% based on the common share closing price of $11.96 as compared to 67.1% at December 31, 2007 based on the common share closing price of $14.29.  Debt with fixed rates represented approximately 88% of the Company’s total outstanding borrowings at March 31, 2008 as compared to 85% as of December 31, 2007.  The increase in the total debt-to-market capitalization is primarily the result of the decrease in the Company’s common share price.  Outstanding debt levels increased by less than 2% during the first quarter of 2008.

2008 Outlook

The Company now estimates diluted net income per share to be in the range of $0.08 to $0.16 for 2008 and FFO per share to be in the range of $2.02 to $2.10 for 2008.  The modest increase in the estimated range primarily involves our assumptions for short-term borrowing rates.  The Company is now forecasting a LIBOR rate of 3.5% for the remainder of the year.  All other assumptions remain consistent with previous guidance.

A reconciliation of the range of estimated diluted net income per share to estimated FFO per share for 2008 follows:

	Low End			High End
Estimated diluted net income per share	$	0.08		$	0.16
Add: Real estate depreciation and amortization*		1.98			1.98
Less: Gain on sales of properties		(0.04	)		(0.04	)
Estimated FFO per share	$	2.02		$	2.10

Glimcher Realty Trust

For the second quarter of 2008, the Company estimates diluted net income per share to be in the range of $0.01 to $0.05 and FFO per share to be in the range of $0.45 to $0.49.  A reconciliation of the range of estimated diluted net income per share to estimated FFO per share for the second quarter of 2008 follows:

	Low End			High End
Estimated diluted net income per share	$	0.01		$	0.05
Add: Real estate depreciation and amortization*		0.48			0.48
Less: Gain on sales of properties		(0.04	)		(0.04	)
Estimated FFO per share	$	0.45		$	0.49

*  wholly owned properties and pro rata share of joint ventures

Funds From Operations and Net Operating Income

This press release contains certain non-Generally Accepted Accounting Principles (GAAP) financial measures and other terms.  The Company’s definition and calculation of these non-GAAP financial measures and other terms may differ from the definitions and methodologies used by other REITs and, accordingly, may not be comparable.  The non-GAAP financial measures referred to above should not be considered as alternatives to net income or other GAAP measures as indicators of our performance.

Funds From Operations is used by industry analysts and investors as a supplemental operating performance measure of an equity real estate investment trust (“REIT”).  The Company uses FFO in addition to net income to report operating results.  FFO is an industry standard for evaluating operating performance defined as net income (computed in accordance with GAAP) excluding gains or losses from sales of depreciable property, plus real estate depreciation and amortization after adjustments for unconsolidated partnerships and joint ventures.  FFO does include impairment losses for properties held for use and held for sale.  Reconciliations of non-GAAP financial measures to earnings used in this press release are included in the above Outlook section and attached financial tables of the press release.

Net Operating Income (NOI) is used by industry analysts, investors and Company management to measure operating performance of the Company’s properties.  NOI represents total property revenues less property operating and maintenance expenses.  Accordingly, NOI excludes certain expenses included in the determination of net income such as property management and other indirect operating expenses, interest expense and depreciation and amortization expense.  These items are excluded from NOI in order to provide results that are more closely related to a property’s results of operations. In addition the Company’s computation of same mall NOI excludes property bad debt expense, straight-line adjustments of minimum rents, termination income, and income from outparcel sales. We also adjust for other miscellaneous items in order to enhance the comparability of results from one period to another.  Certain items, such as interest expense, while included in FFO and net income, do not affect the operating performance of a real estate asset and are often incurred at the corporate level as opposed to the property level.  As a result, management uses only those income and expense items that are incurred at the property level to evaluate a property’s performance.  Real estate asset related depreciation and amortization is excluded from NOI for the same reasons that it is excluded from FFO pursuant to the National Association of Real Estate Investment Trust’s definition.

First Quarter Conference Call

Glimcher’s first quarter investor conference call is scheduled for 11 a.m. ET on Thursday, April 24, 2008.  Those wishing to join this call may do so by calling (866) 356-4123 passcode 28399846.  This call also will be simulcast and available over the Internet via the web site www.glimcher.com on April 24, 2008 and continue through May 9, 2008.  Supplemental information about the first quarter operating results is available on the Company’s web site or at www.sec.gov or by calling (614) 887-5844.

Glimcher Realty Trust

About the Company

Glimcher Realty Trust, a real estate investment trust, is a recognized leader in the ownership, management, acquisition and development of regional and super-regional malls.  At March 31, 2008, the Company’s mall portfolio, including assets held through one of the Company’s strategic joint ventures, consisted of 23 properties located in 14 states with gross leasable area totaling approximately 20.6 million square feet.  The community center portfolio is comprised of four properties representing approximately 1.0 million square feet.  Glimcher Realty Trust’s common shares are listed on the New York Stock Exchange under the symbol “GRT.”  Glimcher Realty Trust’s Series F and Series G preferred shares are listed on the New York Stock Exchange under the symbols “GRT-F” and “GRT-G,” respectively.  Glimcher Realty Trust is a component of both the Russell 2000® Index, representing small cap stocks, and the Russell 3000® Index, representing the broader market.

Forward Looking Statements

This news release 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 (the “Exchange Act”).  Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated.  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, competition, tenant or joint venture partner(s) bankruptcies, failure to increase mall store occupancy and same-mall operating income, 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 as compared to expense increases, the financial stability of tenants within the retail industry, the failure of the Company (defined herein) to make additional investments in regional mall properties and to redevelop properties, failure to complete proposed or anticipated acquisitions, the failure to sell properties as anticipated and to obtain estimated sale prices, the failure to upgrade our tenant mix, restrictions in current financing arrangements, the failure to fully recover tenant obligations for common area maintenance, insurance, taxes and other property expenses, the failure of GRT to qualify as a real estate investment trust (“REIT”), the failure to refinance debt at favorable terms and conditions, an increase in impairment charges with respect to other properties as well as impairment charges with respect to properties for which there has been a prior impairment charge, loss of key personnel, material changes in the Company’s dividend rates on its securities or the ability to pay its dividend on its common stock or other securities, possible restrictions on our ability to operate or dispose of any partially-owned properties, failure to achieve earnings/funds from operations targets or estimates, conflicts of interest with existing joint venture partners, failure of joint venture relationships, significant costs related to environmental issues as well as other risks listed from time to time in this news release and in GRT’s other reports and statements filed with the Securities and Exchange Commission (“SEC”).

Visit Glimcher at: www.glimcher.com

Glimcher Realty Trust

GLIMCHER REALTY TRUST

Operating Results

(in thousands, except per share amounts)

(unaudited)

	Quarter ended March 31,
Statement of Operations	2008			2007
Total revenues	$	78,119		$	72,699
Total expenses		(52,858	)		(47,691	)
Operating income		25,261			25,008
Interest expense, net		(20,661	)		(22,204	)
Equity in income of unconsolidated entities, net		203			117
Income before minority interest in operating partnership
and discontinued operations		4,803			2,921
Minority interest in operating partnership		-			(83	)
Income from continuing operations		4,803			2,838
Discontinued operations:
Loss on sale of properties		-			(362	)
(Loss) income from operations		(705	)		2,991
Net income		4,098			5,467
Less:  Preferred stock dividends		(4,359	)		(4,359	)
Net (loss) income available to common shareholders	$	(261	)	$	1,108

Reconciliation of Net Income Available to Common Shareholders				Per Diluted						Per Diluted
to Funds From Operations				Common Share						Common Share (1)
Net (loss) ncome available to common shareholders	$	(261	)				$	1,108
Minority interest in operating partnership		-						83
		(261	)	$	(0.01	)		1,191		$	0.03
Real estate depreciation and amortization		19,088			0.47			17,259			0.43
Equity in income of unconsolidated entities		(203	)		(0.00	)		(117	)		(0.00	)
Pro-rata share of joint venture funds from operations		1,272			0.03			1,301			0.03
Gain on sale of properties		-			-			362			0.01
Funds From Operations	$	19,896		$	0.49		$	19,996		$	0.50
Weighted average common shares outstanding - basic		37,580						36,803
Weighted average common shares outstanding - diluted		40,701						39,799
Earnings per Share
Net income available to common shareholders before
discontinued operations per common share	$	0.01					$	(0.04	)
Discontinued operations per common share	$	(0.02	)				$	0.07
(Loss) earnings per common share	$	(0.01	)				$	0.03
Net income available to common shareholders before
discontinued operations per diluted common share	$	0.01					$	(0.04	)
Discontinued operations per diluted common share	$	(0.02	)				$	0.07
(Loss) earnings per diluted common share	$	(0.01	)				$	0.03
Funds from operations per diluted common share	$	0.49					$	0.50

(1) FFO per share in 2007 has been calculated using 40,326 common shares, which includes the common stock equivalents.

--more--

Glimcher Realty Trust

 GLIMCHER REALTY TRUST

 Selected Balance Sheet Information

 (in thousands, except percentages and base rents)

	March 31,		December 31,
	2008		2007
Investment in real estate, net	$	1,717,972	$	1,710,003
Total assets	$	1,829,822	$	1,830,947
Mortgage notes and other notes payable	$	1,577,173	$	1,552,210
Debt / Market capitalization		69.3%		66.2%
Debt / Market capitalization including pro-rata share of  joint ventures		70.2%		67.1%

		March 31,	March 31,
		2008	2007
Occupancy:
	Wholly-owned Malls:
	Mall Anchors	97.5%	93.6%
	Mall Stores	90.9%	89.2%
	Total Consolidated Mall Portfolio	95.0%	92.0%
	Mall Portfolio including Joint Ventures:
	Mall Anchors	97.5%	94.1%
	Mall Stores	90.8%	89.1%
	Total Mall Portfolio	95.0%	92.3%
	Core Malls (1);
	Mall Anchors	97.7%	96.6%
	Mall Stores	92.8%	92.7%
	Total Mall Portfolio	95.9%	95.2%
Average Base Rents:
	Wholly-owned Malls:
	Mall Anchors	$6.22	$6.33
	Mall Stores	$26.41	$25.63
	Mall Portfolio including Joint Ventures:
	Mall Anchors	$6.59	$6.72
	Mall Stores	$26.18	$25.39
	Core Malls (1);
	Mall Anchors	$6.67	$6.65
	Mall Stores	$27.25	$26.38

 (1) Excludes properties sold after March 31, 2007 and properties purchased after March 31, 2007.  Includes both wholly-owned and joint venture assets and excludes held-for-sale malls.

--30--

EX-99.2

EXHIBIT 99.2

Supplemental Information

For the three months ended March 31, 2008 and 2007 

   

GLIMCHER REALTY TRUST

Supplemental Information

For the Three Months Ended March 31, 2008 and 2007

TABLE OF CONTENTS

Income Statement Data:
Quarterly Income Statements	Page 1
Components of Minimum Rents and Other Revenue	Page 2
Summary Financial Statement Information for Unconsolidated Entities	Page 3
Calculation of Funds from Operations and FFO Payout Ratio	Page 4
Joint Venture Calculation of FFO and Disclosure of Pro Rata Share of JV Non-Cash Amounts	Page 5
EBITDA, Operating Ratios and Earnings per Share	Page 6
Balance Sheet Data:
Comparative Balance Sheets	Page 7
Market Capitalization and Debt Coverage Ratios	Page 8
Consolidated Debt Schedule	Page 9
Consolidated Debt Maturities Schedule	Page 10
Joint Venture Debt and Debt Maturity Schedule	Page 11
Operational Data:
Occupancy Statistics	Page 12
Leasing Results and Re-leasing Spreads	Page 13
Core Same Mall Portfolio Statistics by Asset Category Held-for-Investment	Page.14
Mall Assets Including Assets Held-for-Sale and Newly Acquired Malls - Statistics	Page 15
Summary of Significant Tenants	Page 16
Top 10 Regional Mall Tenants	Page 17
Lease Expiration Schedule	Page 18
Development Activity:
Capital Expenditures	Page 19
Development and Redevelopment Activity	Page 20

QUARTERLY INCOME STATEMENTS

(in thousands)

	Three Months Ended March 31,
	2008									2007
	As			Discontinued			Pre			As			Discontinued			Pre
	Reported			Operations			FAS 144			Reported			Operations			FAS 144
Revenues:
Minimum rents (see components on page 2)	$	48,018		$	2,362		$	50,380		$	45,461		$	8,151		$	53,612
Percentage rents		1,231			60			1,291			1,433			183			1,616
Tenant reimbursements		23,294			1,028			24,322			21,874			3,892			25,766
Out parcel sales		1,060			-			1,060			-			-			-
Other (see components on page 2)		4,516			103			4,619			3,931			629			4,560
Total Revenues		78,119			3,553			81,672			72,699			12,855			85,554
Expenses:
Property operating expenses		(16,652	)		(1,579	)		(18,231	)		(15,811	)		(4,245	)		(20,056	)
Real estate taxes		(9,005	)		18			(8,987	)		(8,040	)		(1,663	)		(9,703	)
		(25,657	)		(1,561	)		(27,218	)		(23,851	)		(5,908	)		(29,759	)
Provision for credit losses		(1,103	)		(1,217	)		(2,320	)		(842	)		(534	)		(1,376	)
Other operating expenses		(2,071	)		(172	)		(2,243	)		(1,547	)		(302	)		(1,849	)
Cost related to sales of out parcels		(319	)		-			(319	)		-			(6	)		(6	)
Real estate depreciation and amortization		(19,088	)		-			(19,088	)		(16,472	)		(787	)		(17,259	)
Non-real estate depreciation and amortization		(466	)		-			(466	)		(388	)		(7	)		(395	)
General and administrative		(4,154	)		(9	)		(4,163	)		(4,591	)		(27	)		(4,618	)
Total Expenses		(52,858	)		(2,959	)		(55,817	)		(47,691	)		(7,571	)		(55,262	)
Operating Income		25,261			594			25,855			25,008			5,284			30,292
Interest income		192			18			210			128			54			182
Interest expense		(20,401	)		(1,300	)		(21,701	)		(21,860	)		(2,279	)		(24,139	)
Loan fee amortization		(452	)		(17	)		(469	)		(472	)		(68	)		(540	)
Equity in income of unconsolidated entities		203			-			203			117			-			117
Income before minority interest and discontinued operations		4,803			(705	)		4,098			2,921			2,991			5,912
Minority interest in operating partnership		-			-			-			(83	)		-			(83	)
Income from continuing operations		4,803			(705	)		4,098			2,838			2,991			5,829
Discontinued Operations:
Loss on the sale of real estate assets		-			-			-			(362	)		-			(362	)
(Loss) income from operations		(705	)		705			-			2,991			(2,991	)		-
Net income		4,098			-			4,098			5,467			-			5,467
Preferred stock dividends		(4,359	)		-			(4,359	)		(4,359	)		-			(4,359	)
Net (loss) income to common shareholders	$	(261	)	$	-		$	(261	)	$	1,108		$	-		$	1,108

Note: Pre FAS 144 column includes both continuing and discontinued operations.

Page 1

Components of Minimum Rents and Other Revenue

(in thousands)

	Three Months Ended March 31,
	2008								2007
	As			Discontinued		Pre			As			Discontinued			Pre
	Reported			Operations		FAS 144			Reported			Operations			FAS 144
Components of Minimum Rents:
Base rent	$	48,329		$	2,274	$	50,603		$	45,552		$	8,139		$	53,691
Termination income		12			-		12			273			119			392
Straight-line rents		(323	)		88		(235	)		(364	)		(107	)		(471	)
Total Minimum Rents	$	48,018		$	2,362	$	50,380		$	45,461		$	8,151		$	53,612
Components of Other Revenue:
Fee income	$	973		$	-	$	973		$	491		$	-		$	491
Specialty leasing and sponsorship income		2,300			90		2,390			2,200			556			2,756
Other		1,243			13		1,256			1,240			73			1,313
Total Other Revenue	$	4,516		$	103	$	4,619		$	3,931		$	629		$	4,560

Note: Pre FAS 144 column includes both continuing and discontinued operations.

Page 2

SUMMARY FINANCIAL STATEMENT INFORMATION

FOR UNCONSOLIDATED ENTITIES

(in thousands)

	For the Three Months Ended March 31, 2008						For the Three Months Ended March 31, 2007
				Company's Pro-Rata						Company's Pro-Rata
				Share of Joint Venture						Share of Joint Venture
	Total			Operations			Total			Operations
Statements of Operations
Total revenues	$	8,353		$	4,344		$	8,137		$	4,231
Operating expenses		(4,133	)		(2,149	)		(3,928	)		(2,042	)
Net operating income		4,220			2,195			4,209			2,189
Depreciation and amortization		(2,089	)		(1,086	)		(2,291	)		(1,191	)
Other expenses, net		(3	)		(2	)		(3	)		(2	)
Interest expense, net		(1,731	)		(900	)		(1,683	)		(875	)
Net income		397			207			232			121
Preferred dividend		(8	)		(4	)		(8	)		(4	)
Net income available to partnership	$	389		$	203		$	224		$	117
GPLP's share of income from investment in joint ventures	$	203					$	117

Page 3

CALCULATION OF FUNDS FROM OPERATIONS
and FFO PAYOUT RATIO
(in thousands, except per share data)
	2008			2007
	3 mos			3 mos			3 mos			3 mos			3 mos			YTD
	Mar. 31			Mar. 31			June 30			Sept. 30			Dec. 31			Dec. 31
Funds from Operations:
Net (loss) income available to common shareholders	$	(261	)	$	1,108		$	(5,277	)	$	46,392		$	(21,303	)	$	20,920
Real estate depreciation and amortization		19,088			17,259			19,571			17,842			20,386			75,058
Equity in (income) loss of unconsolidated entities		(203	)		(117	)		(1,276	)		(164	)		424			(1,133	)
Pro-rata share of joint venture funds from operations		1,272			1,301			2,388			1,281			1,294			6,264
Minority interest in operating partnership		-			83			(431	)		3,665			(1,682	)		1,635
Loss (gain) on sales of properties		-			362			1,073			(48,784	)		-			(47,349	)
FFO	$	19,896		$	19,996		$	16,048		$	20,232		$	(881	)	$	55,395
Adjusted Funds from Operations:
FFO	$	19,896		$	19,996		$	16,048		$	20,232		$	(881	)	$	55,395
Add back: impairment adjustments and defeasance costs		-			-			2,452			(300	)		28,028			30,180
Adjusted Funds from Operations:	$	19,896		$	19,996		$	18,500		$	19,932		$	27,147		$	85,575
Weighted average common shares outstanding - diluted (including common stock equivalents)		40,701			40,326			40,548			40,741			40,701			40,542
FFO per diluted share	$	0.49		$	0.50		$	0.40		$	0.50		$	(0.02	)	$	1.37
Add back impairment losses/ (gains) and defeasance costs		-			-			0.06			(0.01	)		0.69			0.74
Adjusted FFO per diluted share	$	0.49		$	0.50		$	0.46		$	0.49		$	0.67		$	2.11
	2008			2007
	3 mos			3 mos			3 mos			3 mos			3 mos			YTD
	Mar. 31			Mar. 31			June 30			Sept. 30			Dec. 31			Dec. 31
FFO Payout Ratio:
Dividend paid per common share/unit	$	0.3200		$	0.4808		$	0.4808		$	0.4808		$	0.4808		$	1.9232
FFO payout ratio after add back of impairment losses and defeasance costs		65.5	%		97.0	%		105.4	%		98.3	%		72.1	%		91.1	%
	2008			2007
	3 mos			3 mos			3 mos			3 mos			3 mos			YTD
	Mar. 31			Mar. 31			June 30			Sept. 30			Dec. 31			Dec. 31
Supplemental disclosure of amounts included in FFO for wholly owned properties
Deferred leasing costs	$	1,217		$	1,297		$	1,593		$	1,475		$	1,612		$	5,977
Straight-line adjustment as (decrease) increase to minimum rents	$	(235	)	$	(471	)	$	(430	)	$	(240	)	$	(581	)	$	(1,722	)
Fair value of debt amortized as reduction to interest expense	$	42		$	107		$	107		$	107		$	42		$	363
Intangible and inducement amortization as a net increase (decrease) to base rents	$	242		$	5		$	(101	)	$	(75	)	$	359		$	188
Discontinued development write-off's	$	326		$	14		$	1,020		$	42		$	152		$	1,228
Impairment adjustments	$	-		$	-		$	2,452		$	(102	)	$	28,028		$	30,378

Page 4

 JOINT VENTURE CALCULATION OF FUNDS FROM OPERATIONS

AND DISCLOSURE OF PRO RATA SHARE OF JOINT VENTURE

NON-CASH AMOUNTS IN FFO

(in thousands)

	2008		2007
	3 mos		3 mos		3 mos		3 mos		3 mos			YTD
	Mar. 31		Mar. 31		June 30		Sept. 30		Dec. 31			Dec. 31
Joint Venture Funds from Operations:
Net income (loss) available to partnership	$	389	$	224	$	2,452	$	316	$	(814	)	$	2,178
Real estate depreciation and amortization		2,056		2,277		2,138		2,148		3,301			9,864
FFO	$	2,445	$	2,501	$	4,590	$	2,464	$	2,487		$	12,042
Pro-rata share of joint venture funds from operations	$	1,272	$	1,301	$	2,388	$	1,281	$	1,294		$	6,264
	2008		2007
	3 mos		3 mos		3 mos		3 mos		3 mos			YTD
	Mar. 31		Mar. 31		June 30		Sept. 30		Dec. 31			Dec. 31
Non-cash amounts included in FFO (pro-rata share of joint venture)
Straight-line adjustment as increase (decrease) to minimum rents	$	48	$	95	$	84	$	26	$	(46	)	$	159
Fair value of debt amortized as increase to interest expense	$	25	$	25	$	26	$	25	$	26		$	102
Intangible amortization as an increase to minimum rents	$	286	$	405	$	495	$	366	$	354		$	1,619

Page 5

EBITDA, OPERATING RATIOS and EARNINGS PER SHARE
(dollars and shares in thousands)
	2008			2007
	3 mos			3 mos			3 mos			3 mos			3 mos			YTD
	Mar. 31			Mar. 31			June 30			Sept. 30			Dec. 31			Dec. 31
Calculation of EBITDA:
Net income (loss)	$	4,098		$	5,467		$	(918	)	$	50,752		$	(16,944	)	$	38,357
Interest expense and costs to defease debt (continuing and discontinued operations)		21,701			24,139			24,647			22,545			22,159			93,490
Loan fee amortization (continuing and discontinued operations)		469			540			521			492			471			2,024
Taxes (continuing and discontinued operations)		226			334			240			241			100			915
Depreciation and amortization (continuing and discontinued operations)		19,554			17,654			19,994			18,280			20,842			76,770
EBITDA		46,048			48,134			44,484			92,310			26,628			211,556
Minority interest in operating partnership		-			83			(431	)		3,665			(1,682	)		1,635
Loss (gain) on sales of properties and properties held for sale and impairment charges		-			362			3,525			(48,886	)		28,028			(16,971	)
Adjusted EBITDA	$	46,048		$	48,579		$	47,578		$	47,089		$	52,974		$	196,220
Operating Ratios Excluding Held-for-Sale Properties:
General and administrative / total revenues		5.3	%		6.3	%		5.6	%		5.2	%		4.8	%		5.5	%
Tenant reimbursements / (real estate taxes + property operating expenses)		90.8	%		91.7	%		87.3	%		93.7	%		95.8	%		92.2	%
Operating Ratios Including Held-for-Sale Properties:
Tenant reimbursements / (real estate taxes + property operating expenses)		89.4	%		86.6	%		82.2	%		88.5	%		91.2	%		87.0	%
Earnings per Share:
Weighted average common shares outstanding - basic		37,580			36,803			36,998			37,551			37,567			37,232
Weighted average common shares outstanding - diluted		40,701			39,799			40,548			40,741			40,701			40,228
Earnings per share - basic	$	(0.01	)	$	0.03		$	(0.14	)	$	1.24		$	(0.57	)	$	0.56
Earnings per share - diluted	$	(0.01	)	$	0.03		$	(0.14	)	$	1.23		$	(0.56	)	$	0.56

Page 6

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
	2008			2007
	Mar. 31			Dec. 31
Assets:
Land	$	241,108		$	240,156
Building, improvements and equipment		1,710,134			1,703,491
Developments in progress		103,603			96,054
		2,054,845			2,039,701
Less accumulated depreciation		517,070			500,710
Net property and equipment		1,537,775			1,538,991
Deferred leasing costs, net		18,718			19,225
Investment in and advances to unconsolidated real estate entities		91,233			83,116
Real estate assets held-for-sale		70,246			68,671
Net investment in real estate		1,717,972			1,710,003
Cash and cash equivalents		15,175			22,147
Non-real estate assets associated with discontinued operations		3,735			5,002
Restricted cash		12,725			14,217
Tenant accounts receivable, net		36,755			39,475
Deferred expenses, net		7,016			5,915
Prepaid and other assets		36,444			34,188
Total Assets	$	1,829,822		$	1,830,947
Liabilities and Shareholders' Equity:
Mortgage notes payable	$	1,166,493		$	1,170,669
Mortgage notes payable associated with properties held-for-sale		72,680			81,541
Notes payable		338,000			300,000
Other liabilities associated with discontinued operations		1,812			2,763
Accounts payable and accrued expenses		58,552			62,969
Distributions payable		17,406			23,915
Total Liabilities		1,654,943			1,641,857
Minority interest in partnership		-			-
Shareholders' Equity:
Series F cumulative preferred stock		60,000			60,000
Series G cumulative preferred stock		150,000			150,000
Common shares of beneficial interest		378			377
Additional paid-in capital		563,311			563,460
Distributions in excess of accumulated earnings		(597,728	)		(584,343	)
Other comprehensive loss		(1,082	)		(404	)
Total Liabilities and Shareholders' Equity	$	1,829,822		$	1,830,947

Page 7

MARKET CAPITALIZATION and DEBT COVERAGE RATIOS

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

	2008			2007
	3 mos			3 mos			3 mos			3 mos			3 mos			YTD
	Mar. 31			Mar. 31			June 30			Sept. 30			Dec. 31			Dec. 31
Share price (end of period)	$	11.96		$	27.02		$	25.00		$	23.50		$	14.29		$	14.29
Market Capitalization Ratio:
Common shares outstanding		37,784			37,104			37,113			37,674			37,687			37,687
Operating partnership units outstanding		2,988			2,996			2,996			2,996			2,988			2,988
Total common shares and units outstanding at end of period		40,772			40,100			40,109			40,670			40,675			40,675
Valuation - Common shares and operating partnership units outstanding	$	487,633		$	1,083,502		$	1,002,725		$	955,745		$	581,246		$	581,246
Valuation - Preferred stock		210,000			210,000			210,000			210,000			210,000			210,000
Total debt (end of period)		1,577,173			1,594,184			1,615,779			1,460,089			1,552,210			1,552,210
Total market capitalization	$	2,274,806		$	2,887,686		$	2,828,504		$	2,625,834		$	2,343,456		$	2,343,456
Debt / Market capitalization		69.3	%		55.2	%		57.1	%		55.6	%		66.2	%		66.2	%
Debt / Gross asset value (1)		65.8	%		65.5	%		66.4	%		63.3	%		65.2	%		65.2	%
Debt / Market capitalization including pro-rata share of  joint ventures		70.2	%		56.2	%		58.1	%		56.6	%		67.1	%		67.1	%
Debt Coverage Ratios:
Interest coverage ratio		2.1			2.0			1.9			2.1			2.4			2.1
(Adjusted EBITDA from page 6 / interest expense excluding defeasance cost)
Debt service coverage ratio		1.8			1.7			1.6			1.7			2.0			1.8
(Adjusted EBITDA / interest expense excluding defeasance cost  + scheduled principal payments)

(1) Gross asset value is total assets plus accumulated depreciation

Page 8

CONSOLIDATED DEBT SCHEDULE

(dollars in thousands)

Mortgage Notes Payable:													Balloon
	Mar. 31,			Dec. 31,			Interest Rates				Interest	Payment	Pmt.		Final
Fixed Rate	2008			2007			2008		2007		Terms	Terms	at Maturity		Maturity
Charlotte Eastland Mall, LLC (n) (o)	$	42,680		$	42,907			7.84%		7.84%	(m)	(a)	$	42,302		(g)
Morgantown Mall Associates, LP		51,246			51,503			6.89%		6.89%	(m)	(a)	$	50,823		(g)
GM Olathe, LLC (n) (o)		30,000			30,000			4.30%		6.35%	(l)	(b)	$	30,000		January 12, 2009
Grand Central, LP		46,786			47,001			7.18%		7.18%		(a)	$	46,065		February 1, 2009
Johnson City Venture, LLC		38,198			38,323			8.37%		8.37%		(a)	$	37,026		June 1, 2010
Polaris Center, LLC		39,833			39,969			8.20%		8.20%	(m)	(a)	$	38,543		(h)
Glimcher Ashland Venture, LLC		24,132			24,273			7.25%		7.25%		(a)	$	21,817		November 1, 2011
Dayton Mall Venture, LLC		54,742			54,983			8.27%		8.27%	(m)	(a)	$	49,864		(i)
Glimcher WestShore, LLC		93,200			93,624			5.09%		5.09%		(a)	$	84,824		September 9, 2012
PFP Columbus, LLC		139,058			139,692			5.24%		5.24%		(a)	$	124,572		April 11, 2013
LC Portland, LLC		130,499			131,069			5.42%		5.42%	(m)	(a)	$	116,922		(j)
JG Elizabeth, LLC		155,379			156,082			4.83%		4.83%		(a)	$	135,194		June 8, 2014
MFC Beavercreek, LLC		107,047			107,499			5.45%		5.45%		(a)	$	92,762		November 1, 2014
Glimcher SuperMall Venture, LLC		58,387			58,624			7.54%		7.54%	(m)	(a)	$	49,969		(k)
Glimcher Merritt Square, LLC		57,000			57,000			5.35%		5.35%		(c)	$	52,914		September 1, 2015
RVM Glimcher, LLC		50,000			50,000			5.65%		5.65%		(d)	$	44,931		January 11, 2016
WTM Glimcher, LLC		60,000			60,000			5.90%		5.90%		(b)	$	60,000		June 8, 2016
EM Columbus II, LLC		43,000			43,000			5.87%		5.87%		(e)	$	38,057		December 11, 2016
Tax Exempt Bonds		19,000			19,000			6.00%		6.00%		(f)	$	19,000		November 1, 2028
		1,240,187			1,244,549
Other
Fair Value Adjustment - Polaris Center, LLC		929			1,036
Fair Value Adjustment - Merritt Square, LLC		(1,943	)		(2,009	)
Extinguished Debt		-			8,634						(p)
Total Mortgage Notes Payable	$	1,239,173		$	1,252,210

(a)	The loan requires monthly payments of principal and interest.
(b)	The loan requires monthly payments of interest only.
(c)	The loan requires monthly payments of interest only until October 2010, thereafter principal and interest are required.
(d)	The loan requires monthly payments of interest only until February 2009, thereafter principal and interest are required.
(e)	The loan requires monthly payments of interest only until December 2008, thereafter principal and interest are required.
(f)	The loan requires semi-annual payments of interest.
(g)	The loan matures in September 2028, with an optional prepayment (without penalty) date on September 11, 2008.
(h)	The loan matures in June 2030, with an optional prepayment (without penalty) date on June 1, 2010.
(i)	The loan matures in July 2027, with an optional prepayment (without penalty) date on July 11, 2012.
(j)	The loan matures in June 2033, with an optional prepayment (without penalty) date on June 11, 2013.
(k)	The loan matures in September 2029, with an optional prepayment (without penalty) date on February 11, 2015.
(l)	Interest rate of LIBOR plus 165 basis points fixed through a SWAP agreement at a rate of 4.30% and 6.35% at March 31, 2008 and December 31, 2007, respectively.
(m)	Interest rate escalates after optional prepayment date.
(n)	Mortgage notes payable associated with properties held-for-sale as of December 31, 2007.
(o)	Mortgage notes payable associated with properties held-for-sale as of March 31, 2008.
(p)	Interest rate of  7.41% at December 31, 2007.

Page 9

  CONSOLIDATED DEBT MATURITIES

 (dollars in thousands)

	Balance
Description	3/31/2008			2008			2009			2010			2011			2012			2013			2014			2015			2016		2017+
Fixed Rate
Charlotte Eastland Mall, LLC	$	42,680		$	42,680			-			-			-			-			-			-			-			-		-
Morgantown Mall Associates, LP		51,246			51,246			-			-			-			-			-			-			-			-		-
$140M Protected Credit Facility (a)		140,000			-		$	140,000			-			-			-			-			-			-			-		-
GM Olathe, LLC (a)		30,000			-			30,000			-			-			-			-			-			-			-		-
Grand Central, LP		46,786			651			46,135			-			-			-			-			-			-			-		-
Johnson City Venture, LLC		38,198			371			549		$	37,278			-			-			-			-			-			-		-
Polaris Center, LLC		39,833			410			604			38,819			-			-			-			-			-			-		-
Glimcher Ashland Venture, LLC		24,132			430			620			668		$	22,414			-			-			-			-			-		-
Dayton Mall Venture, LLC		54,742			727			1,066			1,159			1,260		$	50,530			-			-			-			-		-
Glimcher WestShore, LLC		93,200			1,278			1,807			1,902			2,003			86,210			-			-			-			-		-
PFP Columbus, LLC		139,058			1,914			2,708			2,855			3,011			3,155		$	125,415			-			-			-		-
LC Portland, LLC		130,499			1,720			2,439			2,577			2,722			2,856			118,185			-			-			-		-
JG Elizabeth, LLC		155,379			2,120			2,986			3,135			3,292			3,437			3,629		$	136,780			-			-		-
MFC Beavercreek, LLC		107,047			1,362			1,933			2,043			2,159			2,265			2,409			94,876			-			-		-
Glimcher SuperMall Venture, LLC		58,387			713			1,037			1,119			1,208			1,292			1,406			1,517		$	50,095			-		-
Glimcher Merritt Square, LLC		57,000			-			-			185			756			790			843			889			53,537
RVM Glimcher, LLC		50,000			-			566			649			686			719			768			815			863		$	44,934		-
WTM Glimcher, LLC		60,000			-			-			-			-			-			-			-			-			60,000		-
EM Columbus II, LLC		43,000			-			506			537			570			597			641			680			722			38,747		-
Tax Exempt Bonds		19,000			-			-			-			-			-			-			-			-			-	$	19,000
Total Mortgage Notes and Fixed Rate Notes Payable (b)		1,380,187			105,622			232,956			92,926			40,081			151,851			253,296			235,557			105,217			143,681		19,000
Credit Facility - unhedged portion		198,000			-			198,000			-			-			-			-			-			-			-		-
Total Variable Rate Notes Payable		198,000			-			198,000			-			-			-			-			-			-			-		-
Other
Fair Value Adjustment Amortization - Polaris Center, LLC		929			321			428			180			-			-			-			-			-			-		-
Fair Value Adjustment Amortization - Glimcher Merritt Square, LLC		(1,943	)		(198	)		(264	)		(264	)		(264	)		(264	)		(264	)		(264	)		(161	)
Total Debt	$	1,577,173		$	105,745		$	431,120		$	92,842		$	39,817		$	151,587		$	253,032		$	235,293		$	105,056		$	143,681	$	19,000

 (a) Interest rates are fixed through various interest rate swap agreements

 (b) Weighted Average interest rate for the fixed rate mortgage debt was 6.1% as of March 31, 2008 with a weighted average maturity of 5.1 years.

Page 10

 JOINT VENTURE DEBT MATURITIES

 (dollars in thousands)

	Interest Rate		Loan	Final	Balance
Description	3/31/2008		Terms	Maturity	3/31/2008			2008			2009
Total Joint Venture Mortgages
Puente Hills Mall, LLC		5.20%	(a)	June 1, 2008	$	85,496		$	85,496		$	-
Puente Hills Mall, LLC  Fair Value Adjustment						(32	)		(32	)		-
Puente Hills Mall, LLC  Debt at Fair Value						85,464			85,464			-
Tulsa Promenade , LLC		6.52%	(b)	March 14, 2009		35,000			-			35,000
Surprise Peripheral Venture, LLC		4.87%	(c)	October 1, 2009		2,837						2,837
Kierland Crossing, LLC		N/A	(d)	May 29, 2011		-			-			-
Total Joint Venture Mortgages					$	123,301		$	85,464		$	37,837
Joint Venture Debt (Pro Rata Share)					$	64,060		$	44,441		$	19,619

 (a) Interest rate is fixed, loan requires monthly payments of principal and interest.

 (b) Interest rate of LIBOR plus 135 basis points, loan requires monthly payments of interest only. The interest rate is fixed with a swap.

 (c) Interest rate of LIBOR plus 175 basis points, loan requires monthly payments of interest only.

 (d) The construction loan for Scottsdale Quarter bears interest at LIBOR plus 150 basis points and requires payments of interest only.

Page 11

OCCUPANCY STATISTICS

Portfolio Occupancy Statistics
Portfolio occupancy statistics by property type are summarized below:
	Occupancy (1)
	3/31/2008	12/31/2007	9/30/2007	6/30/2007	3/31/2007
Wholly-owned Malls:
Mall Anchors	97.5%	97.2%	94.1%	95.1%	93.6%
Mall Stores	90.9%	92.9%	91.6%	90.5%	89.2%
Total Consolidated Mall Portfolio	95.0%	95.6%	93.2%	93.5%	92.0%
Mall Portfolio including Joint Ventures:
Mall Anchors	97.5%	97.3%	94.6%	95.4%	94.1%
Mall Stores	90.8%	92.7%	91.3%	90.3%	89.1%
Total Mall Portfolio	95.0%	95.6%	93.4%	93.6%	92.3%
Core Mall Portfolio (2)
Mall Anchors	97.7%	97.7%	96.4%	96.8%	96.6%
Mall Stores	92.8%	94.4%	93.5%	91.8%	92.7%
Total Mall Portfolio	95.9%	96.5%	95.4%	95.0%	95.2%
(1) Occupied space is defined as any space where a tenant is occupying the space or paying rent at the date indicated, excluding all tenants with leases having an initial term of less than one year.
(2) Comparable malls including joint ventures and excluding malls held-for-sale and malls acquired within the last 12 months.

Page 12

LEASING RESULTS AND RE-LEASING SPREADS

Permanent Leasing Activity (wholly owned and joint venture properties)
The following table summarizes the new and rollover lease activity by type for the three months ended March 31, 2008:
	GLA Analysis						Average Annualized Base Rents
	New		Rollover				New		Rollover				Portfolio
Property Type	Leases		Leases		Total		Leases		Leases		Total		Average
Mall Anchors		234,897		50,000		284,897	$	3.02	$	10.00	$	4.25	$	6.59
Mall Stores		123,978		171,103		295,081	$	37.04	$	25.94	$	31.31	$	26.18

The following table summarizes the new and rollover lease activity and the comparative prior rents for the three  months ended March 31, 2008 for only

those leases where the space was occupied in the previous 24 months:

	GLA Analysis						Average Annualized Base Rents												Percent
	New		Rollover				New		Prior		Rollover		Prior		Total		Total Prior		Change in
Property Type	Leases		Leases		Total		Leases		Tenants		Leases		Rent		New/Rollover		Tenants/Rent		Base Rent
Three months ended March 31, 2008
Mall Anchors		-		50,000		50,000	$	-	$	-	$	10.00	$	10.00	$	10.00	$	10.00		0%
Mall Stores		26,261		116,758		143,019	$	25.01	$	14.48	$	25.72	$	24.47	$	25.59	$	22.64		13%

Page 13

 CORE SAME MALL PORTFOLIO STATISTICS BY ASSET CATEGORY

HELD FOR INVESTMENT

as of March 31, 2008

Property	Location	MSA Ranking	Total GLA		Avg. Mall Store Sales PSF (1) Mar 2008		Avg. Mall Store Sales PSF (1) Mar 2007		Mall Store Occupancy 3/31/2008		Mall Store Occupancy 03/31/2007		% of Mall Portfolio NOI (2)
MARKET DOMINANT
Jersey Gardens	Elizabeth, NJ	1		1,304,590
Lloyd Center	Portland, OR	24		1,444,015
Mall at Fairfield Commons	Dayton, OH	58		1,138,148
Mall at Johnson City	Johnson City, TN	>100		507,490
Polaris Fashion Place	Columbus, OH	31		1,410,159
Weberstown Mall	Stockton, CA	78		858,722
WestShore Plaza	Tampa, FL	21		1,062,547
				7,725,671	$	437	$	440		95.7%		96.2%		56%

Property	Location	MSA Ranking	Total GLA		Avg. Mall Store Sales PSF (1) Mar 2008		Avg. Mall Store Sales PSF (1) Mar 2007		Mall Store Occupancy 3/31/2008		Mall Store Occupancy 03/31/2007		% of Mall Portfolio NOI (2)
TRADE AREA DOMINANT
Ashland Town Center	Ashland, KY	>100		321,888
Colonial Park Mall	Harrisburg, PA	67		743,668
Dayton Mall	Dayton, OH	58		1,417,912
Eastland Mall  (OH)	Columbus, OH	31		786,163
Grand Central Mall	Parkersburg, WV	>100		909,628
Indian Mound Mall	Columbus, OH	31		557,358
Morgantown Mall	Morgantown, WV	>100		558,122
New Towne Mall	New Philadelphia, OH	>100		513,454
Northtown Mall	Minneapolis, MN	15		677,179
Puente Hills Mall (3)	Los Angeles, CA	2		1,187,631
River Valley Mall	Columbus, OH	31		581,031
Supermall of the Great NW	Seattle, WA	13		943,244
Tulsa Promenade (3)	Tulsa, OK	55		926,306
				10,123,584	$	296	$	311		90.3%		89.8%		44%
TOTAL COMPARABLE CORE MALLS - HELD FOR INVESTMENT				17,849,255	$	363	$	370		92.8%		92.7%		100%

(1) Sales for in-line stores with less than 10,000 square feet.

(2) Based on net operating income for the three months ended March 31, 2008.

(3) Company has a 52% ownership interest in this Mall through a joint venture

Page 14

 MALL PORTFOLIO STATISTICS

MALL ASSETS INCLUDING ASSETS HELD FOR SALE AND NEWLY ACQUIRED MALLS

as of March 31, 2008

Property	Location	MSA Ranking	Total GLA		Avg. Mall Store Sales PSF (1) Mar 2008		Avg. Mall Store Sales PSF (1) Mar 2007		Mall Store Occupancy 3/31/2008		Mall Store Occupancy 03/31/2007
TOTAL COMPARABLE CORE MALLS - HELD FOR INVESTMENT (from page 14)				17,849,255	$	363	$	370		92.8%		92.7%
ASSETS HELD FOR SALE AND NON COMPARABLE
Almeda Mall (2)	Houston, TX	7		n/a
Eastland Mall  (NC)	Charlotte, NC	34		1,060,781
Great Mall of the Great Plains	Kansas City, KS	26		782,635
Merritt Square Mall (3)	Merritt Island, FL	25		872,660
Montgomery Mall (2)	Montgomery, AL	>100		n/a
Northwest Mall (2)	Houston, TX	7		n/a
University Mall (2)	Tampa, FL	21		n/a
				2,716,076	$	250	$	282		78.1%		76.0%
TOTAL MALLS ASSETS INCLUDING ASSETS HELD FOR SALE				20,565,331	$	354	$	355		90.8%		89.1%

(1) Sales for in-line stores with less than 10,000 square feet.

(2) Mall was sold in 2007

(3) Mall acquired in October 2007.

Page 15

SUMMARY OF SIGNIFICANT TENANTS

As of March 31, 2008

Tenants Representing > 1.0% of Total Portfolio Annualized Minimum Rent
							% of Total
					Annualized		Annualized
	Number of		GLA of		Minimum		Minimum
Tenant Name	Stores		Stores		Rent		Rent
Gap, Inc.		29		419,949	$	6,644,592		3.1%
Foot Locker, Inc.		48		194,986		4,671,612		2.2%
Sterling, Inc.		37		67,197		4,376,093		2.0%
AMC Theater		2		148,344		4,189,000		2.0%
Limited Brands, Inc.		40		171,045		4,173,962		1.9%
Burlington Coat Factory		7		554,839		3,813,612		1.8%
Steve & Barry's		11		474,154		3,707,531		1.7%
JCPenney Company, Inc.		18		1,808,213		3,462,524		1.6%
Sears Holding Corporation		23		2,786,864		3,391,221		1.6%
Belks		7		706,730		2,936,344		1.4%
Zales Corporation		37		33,659		2,830,480		1.3%
Luxottica Group		34		83,186		2,635,485		1.2%
American Eagle Outfitters		20		109,856		2,625,687		1.2%
Genesco, Inc.		44		64,647		2,481,935		1.2%
Saks Incorporated		4		229,843		2,430,954		1.1%
Finish Line, Inc.		23		125,746		2,185,742		1.0%
Total tenants representing > 1.0%		384		7,979,258	$	56,556,774		26.3%

Note:  Information includes wholly-owned and joint venture properties.

Page 16

TOP 10 REGIONAL MALL TENANTS

As of March 31, 2008

Mall Stores (ranked by percent of total minimum mall rents)
							% of Total
					Annualized		Annualized
	Number of		GLA of		Minimum		Minimum
Tenant Name	Stores		Stores		Rents		Mall Rents
Foot Locker, Inc.		48		194,986	$	4,671,612		2.3%
Sterling, Inc.		36		61,417	$	4,289,853		2.1%
Limited Brands, Inc.		40		171,045	$	4,173,962		2.0%
Gap, Inc.		23		254,476	$	4,147,043		2.0%
Zales Corporation		37		33,659	$	2,830,480		1.4%
Luxottica Group		34		83,186	$	2,635,485		1.3%
American Eagle Outfitters		20		109,856	$	2,625,687		1.3%
Genesco, Inc.		44		64,647	$	2,481,935		1.2%
Finish Line, Inc.		23		125,746	$	2,185,742		1.1%
Claire's Boutique		34		46,120	$	2,050,263		1.0%
Mall Anchors (ranked by total GLA)
					Annualized
	Number of		GLA of		Minimum		% of Total
Tenant Name	Stores		Stores		Rents		Mall GLA
Sears Holding Corporation		18		2,504,881	$	1,763,810		12.2%
JC Penney Company, Inc.		15		1,754,559	$	3,344,178		8.5%
Macy's, Inc.		9		1,693,944	$	255,000		8.2%
Bon-Ton Department Stores, Inc.		9		865,250	$	1,968,912		4.2%
Belks		7		706,730	$	2,936,344		3.4%
Dillard's		4		681,925	$	-		3.3%
Burlington Coat Factory		7		554,839	$	3,813,612		2.7%
Steve & Barry's		10		459,083	$	3,466,395		2.2%
Saks Incorporated		3		228,156	$	2,360,100		1.1%
Boscov's		1		182,609	$	-		0.9%

Note:  Information includes wholly-owned and joint venture properties.

Page 17

LEASE EXPIRATION SCHEDULE

As of March 31, 2008

Mall Portfolio

									Percent of								Anchor		Store		Percent of
			Anchor		Store		Total		Occupied								Annualized		Annualized		Annualized
			Square		Square		Square		GLA		Anchor		Store		Total		Base Rents/		Base Rents/		Base Rents
Lease	Number		Feet		Feet		Feet		Represented		Annualized		Annualized		Annualized		Square		Square		Represented
Expiration	of		of GLA		of GLA		of GLA		by Expiring		Base Rents		Base Rents		Base Rents		Foot		Foot		by Expiring
Year	Leases		Expiring		Expiring		Expiring		Leases		Expiring		Expiring		Expiring		Expiring (1)		Expiring (1)		Leases
2008		428		95,597		876,500		972,097		5.0%	$	657,882	$	18,023,596	$	18,681,478	$	6.88	$	24.09		9.1%
2009		441		770,491		1,142,896		1,913,387		9.8%		3,353,715		22,312,860		25,666,575	$	6.01	$	23.23		12.5%
2010		340		1,097,898		930,598		2,028,496		10.4%		7,794,963		22,388,699		30,183,662	$	7.69	$	27.90		14.7%
2011		300		1,872,694		735,889		2,608,583		13.4%		8,031,611		22,312,390		30,344,001	$	5.04	$	32.46		14.8%
2012		216		948,094		606,483		1,554,577		8.0%		3,607,092		17,472,580		21,079,672	$	4.71	$	30.27		10.3%
Thereafter		718		7,810,606		2,650,695		10,461,301		53.4%		24,286,863		55,364,644		79,651,507	$	7.56	$	24.55		38.6%
		2,443		12,595,380		6,943,061		19,538,441		100.0%	$	47,732,126	$	157,874,769	$	205,606,895	$	6.59	$	26.18		100.0%

Community Center Portfolio

									Percent of								Anchor		Store		Percent of
			Anchor		Store		Total		Occupied								Annualized		Annualized		Annualized
			Square		Square		Square		GLA		Anchor		Store		Total		Base Rents/		Base Rents/		Base Rents
Lease	Number		Feet		Feet		Feet		Represented		Annualized		Annualized		Annualized		Square		Square		Represented
Expiration	of		of GLA		of GLA		of GLA		by Expiring		Base Rents		Base Rents		Base Rents		Foot		Foot		by Expiring
Year	Leases		Expiring		Expiring		Expiring		Leases		Expiring		Expiring		Expiring		Expiring (1)		Expiring (1)		Leases
2008		6		-		16,117		16,117		1.9%	$	-	$	214,633	$	214,633	$	-	$	13.32		2.4%
2009		17		30,000		52,950		82,950		9.6%		270,000		860,194		1,130,194	$	9.00	$	17.40		12.7%
2010		18		70,850		80,501		151,351		17.6%		763,751		1,436,639		2,200,390	$	10.78	$	19.55		24.8%
2011		2		-		6,100		6,100		0.7%		-		67,000		67,000	$	-	$	10.98		0.8%
2012		4		-		9,792		9,792		1.1%		-		277,392		277,392	$	-	$	28.33		3.1%
Thereafter		21		545,072		50,166		595,238		69.1%		4,285,427		693,000		4,978,427	$	7.86	$	17.08		56.2%
		68		645,922		215,626		861,548		100.0%	$	5,319,178	$	3,548,858	$	8,868,036	$	8.24	$	18.15		100.0%

(1) The base rents per square foot calculation excludes outlot and ground leases that do not pay rents or pay nominal amounts for rents.

Note:  Information includes wholly-owned (including assets held-for-sale) and joint venture properties.

Page 18

CAPITAL EXPENDITURES

(dollars in thousands)

	Three months ended Mar 31, 2008						Three months ended Mar 31, 2007
	Consolidated		Joint Venture				Consolidated		Joint Venture
	Properties		Proportionate				Properties		Proportionate
	2008		Share		Total		2007		Share		Total
New developments	$	88	$	8,014	$	8,102	$	138	$	1,078	$	1,216
Redevelopment projects	$	10,993	$	74	$	11,067	$	5,769	$	124	$	5,893
Renovation with no incremental GLA	$	15	$	29	$	44	$	8,200	$	2,947	$	11,147
Property Capital Expenditures:
Tenant improvements and tenant allowances:
Anchor stores	$	686	$	-	$	686	$	193	$	-	$	193
Non-anchor stores		1,913		256		2,169		3,897		6		3,903
Operational capital expenditures		923		-		923		774		40		814
Total Property Capital Expenditures	$	3,522	$	256	$	3,778	$	4,864	$	46	$	4,910

Page 19

DEVELOPMENT AND REDEVELOPMENT ACTIVITY

(dollars in thousands)

Project	Description	Total Project Cost (1)		Ownership %		Pro rata Project Cost		Pro rata Project Costs Incurred thru 03/31/2008 (1)		Opening Date	Project Initial Yield
PROPERTY DEVELOPMENTS:
Scottsdale Quarter	Development of new retail/office	$	250,000		50%	$	125,000	$	12,423	Phase 1 Q1-2009 through Q4-2009		8%
Scottsdale, Arizona	650,000 square feet lifestyle center
PROPERTY REDEVELOPMENT:
Polaris Fashion Place	Lifestyle Expansion	$	48,162		100%	$	48,162	$	15,358	Q4-2008 through Q4-2009		8%
Columbus, Ohio
Total  Development and Redevlopment		$	298,162			$	173,162	$	27,781

(1) Project costs exclude the allocation of internal costs such as labor, interest and taxes.

Note: Anticipated opening date, estimated project costs and project yield are subject to adjustment as a result of changes (some of which are not under the

direct control of the company)  that are inherent in the development process.

Page 20