The following should be read in conjunction with the unaudited consolidated financial statements of Glimcher Realty Trust ("GRT") including the respective notes thereto, all of which are included in this Form 10-Q.

This Form 10-Q, together with other statements and information publicly disseminated by GRT, 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, changes in political, economic or market conditions generally and the real estate and capital markets specifically; impact of increased competition; availability of capital and financing; 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 of the Company to comply or remain in compliance with the covenants in our debt instruments, including, but not limited to, the covenants under our corporate credit facility; defaults by the Company under its debt instruments; 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 ("CAM"), insurance, taxes and other property expense; the impact of changes to tax legislation and, generally, our tax position; the failure of GRT to qualify as a real estate investment trust ("REIT"); the failure to refinance debt at favorable terms and conditions; impairment charges with respect to Properties (defined herein) as well as additional impairment charges with respect to Properties for which there has been a prior impairment charge; loss of key personnel; material changes in GRT's dividend rates on its securities or the ability to pay its dividend on its common shares 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; changes in generally accepted accounting principles or interpretations thereof; terrorist activities and international hostilities, which may adversely affect the general economy, domestic and global financial and capital markets, specific industries and us; the unfavorable resolution of legal proceedings; the impact of future acquisitions and divestitures; significant costs related to environmental issues; bankruptcies of lending institutions participating in the Company's construction loans and corporate credit facility; as well as other risks listed from time to time in the Company's Form 10-K and in the Company's other reports and statements filed with the Securities and Exchange Commission ("SEC").

Overview

GRT is a fully integrated, self-administered and self-managed REIT which commenced business operations in January 1994 at the time of its initial public offering. The "Company," "we," "us" and "our" are references to GRT, Glimcher Properties Limited Partnership ("GPLP" or "Operating Partnership"), as well as entities in which the Company has an interest. We own, lease, manage and develop a portfolio of retail properties ("Properties") consisting of enclosed regional malls and open-air lifestyle centers ("Malls"), and community shopping centers ("Community Centers"). As of March 31, 2009, we owned interests in and managed 27 Properties located in 14 states, consisting of 23 Malls (three of which are partially owned through a joint venture) and four Community Centers (one of which is partially owned through a joint venture). The Properties contain an aggregate of approximately 20.9 million square feet of gross leasable area ("GLA") of which approximately 92.1% was occupied at March 31, 2009.

Our primary business objective is to achieve growth in net income and Funds From Operations ("FFO") by developing and acquiring retail properties, by improving the operating performance and value of our existing portfolio through selective expansion and renovation of our Properties, and by maintaining high occupancy rates, increasing minimum rents per square-foot of GLA, and aggressively controlling costs.

Key elements of our growth strategies and operating policies are to:

· Increase Property values by aggressively marketing available GLA and renewing existing leases;

· Negotiate and sign leases which provide for regular or fixed contractual increases to minimum rents;

· Capitalize on management's long-standing relationships with national and regional retailers and extensive experience in marketing to local retailers, as well as exploit the leverage inherent in a larger portfolio of properties in order to lease available space;

· Establish and capitalize on strategic joint venture relationships to maximize capital resource availability;

· Utilize our team-oriented management approach to increase productivity and efficiency;

· Hold Properties for long-term investment and emphasize regular maintenance, periodic renovation and capital improvements to preserve and maximize value;

· Selectively dispose of assets we believe have achieved long-term investment potential and redeploy the proceeds;

· Control operating costs by utilizing our employees to perform management, leasing, marketing, finance, accounting, construction supervision, legal and information technology services;

· Renovate, reconfigure or expand Properties and utilize existing land available for expansion and development of outparcels to meet the needs of existing or new tenants; and

· Utilize our development capabilities to develop quality properties at low cost.

Our strategy is to be a leading REIT focusing on enclosed malls and other anchored retail properties located primarily in the top 100 metropolitan statistical areas by population. We expect to continue investing in select development opportunities and in strategic acquisitions of mall properties that provide growth potential while disposing of non-strategic assets.

Critical Accounting Policies and Estimates

General

Management's Discussion and Analysis of Financial Condition and Results of Operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles ("GAAP"). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of the Board of Trustees. Actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that are reasonably likely to occur could materially impact the financial statements. No material changes to our critical accounting policies have occurred since the fiscal year ended December 31, 2008.

Funds From Operations

Our consolidated financial statements have been prepared in accordance with GAAP. We have indicated that FFO is a key measure of financial performance. FFO is an important and widely used financial measure of operating performance in our industry, which we believe provides important information to investors and a relevant basis for comparison among REITs.

We believe that FFO is an appropriate and valuable measure of our operating performance because real estate generally appreciates over time or maintains a residual value to a much greater extent than personal property and, accordingly, reductions for real estate depreciation and amortization charges are not meaningful in evaluating the operating results of the Properties.

FFO is defined by the National Association of Real Estate Investment Trusts, or "NAREIT," as net income (or loss) available to common shareholders computed in accordance with GAAP, excluding gains or losses from sales of depreciable assets, 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-sale and held-for-use. 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 our financial performance or to cash flow from operating activities (determined in accordance with GAAP), as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.

The following table illustrates the calculation of FFO and the reconciliation of FFO to net income available to common shareholders for the three months ended March 31, 2009 and 2008 (in thousands):

                                                             For the Three Months Ended March 31,
                                                                2009                       2008
Net loss to common shareholders                          $           (3,555 )       $             (261 )
Add back (less):
Real estate depreciation and amortization                            22,526                     19,088
Equity in loss (income) of unconsolidated entities                      357                       (203 )
Pro-rata share of joint venture funds from operations                 1,149                      1,272
Noncontrolling interest in operating partnership                       (281 )                        -
Gain on the sale of assets                                           (1,482 )                        -
Funds From Operations                                    $           18,714         $           19,896

FFO decreased by $1.2 million, or 5.9%, for the three months ended March 31, 2009 compared to the three months ended March 31, 2008. Contributing to the decrease was a $1.9 million reduction in minimum rents. We also incurred $773,000 more in general and administrative expenses. During the three months ended March 31, 2008, we reversed stock compensation expense relating to performance share awards granted under the Long Term Incentive Plan for Senior Executives ("LTIP") in the amount of $555,000. There was no such reversal during the three months ended March 31, 2009.

Offsetting these decreases to FFO, we incurred $1.5 million less in interest expense. The majority of this decrease can be attributed to a significant reduction in our average borrowing rate.

Results of Operations - Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Revenues

Total revenues increased 0.3%, or $204,000, for the three months ended March 31, 2009 compared to the three months ended March 31, 2008. Minimum rents decreased $1.9 million, percentage rents increased $208,000, tenant reimbursements increased $591,000, and other income increased $1.3 million.

Minimum Rents

Minimum rents decreased 3.9%, or $1.9 million, for the three months ended March 31, 2009 compared with minimum rents for the three months ended March 31, 2008. Decreases in minimum rents were seen throughout the portfolio and can be primarily attributed to tenant bankruptcies and vacating tenants.

Tenant Reimbursements

Tenant reimbursements reflect an increase of 2.5%, or $591,000, for the three months ended March 31, 2009. The increase in revenue can be primarily attributed to increases in both property operating expenses and real estate taxes in the amount of $115,000 and $358,000, respectively.

Other Revenues

Other revenues increased 22.8%, or $1.3 million, for the three months ended
March 31, 2009 compared to the three months ended March 31, 2008. The components
of other revenues are shown below (in thousands):

                                               For the Three Months Ended March 31,
                                                                                  Inc.
                                               2009               2008           (Dec.)
 Licensing agreement income                $      2,074       $      1,930       $   144
 Outparcel sales                                    315              1,060          (745 )
 Sponsorship income                                 358                370           (12 )
 Management fees                                  1,114                973           141
 Gain on sale of depreciable real estate          1,482                  -         1,482
 Other                                            1,505              1,243           262
 Total                                     $      6,848       $      5,576       $ 1,272

Licensing agreement income relates to our tenants with rental agreement terms of less than thirteen months. During 2009, we sold one outparcel for $315,000. During 2008 we sold two outparcels, one at our New Towne Mall location and the other at Georgesville Square for a total of $1.1 million. Management fee income increased $141,000 in 2009 and is primarily attributable to development fees we earned for the construction of an approximately 620,000 square feet complex of gross leasable space consisting of approximately 420,000 square feet of retail space with approximately 200,000 square feet of office space located in Scottsdale, Arizona ("Scottsdale Development"). The gain on the sale of depreciable real estate asset relates to the sale of a medical building at Grand Central Mall for approximately $4.6 million net of costs of $3.1 million.

Expenses

Total expenses increased 9.2%, or $4.8 million, for the three months ended March 31, 2009. Real estate taxes increased $358,000, property operating expenses increased $115,000, the provision for doubtful accounts increased $187,000, other operating expenses decreased $88,000, depreciation and amortization increased $3.5 million, and general and administrative costs increased $773,000.

Property Operating Expenses

Property operating expenses increased by $115,000, or 0.7%, for the three months ended March 31, 2009 compared to the three months ended March 31, 2008.

Real Estate Taxes

Real estate taxes increased $358,000, or 4.0%, for the three months ended March 31, 2009 compared to the three months ended March 31, 2008. Our Properties in Ohio experienced an increase of $229,000 as compared to the three months ended March 31, 2008, primarily driven by higher tax rates.

Provision for Doubtful Accounts

The provision for doubtful accounts was $1.3 million for the three months ended March 31, 2009 compared to $1.1 million for the three months ended March 31, 2008. The provision represents 1.6% and 1.4% of revenues from continuing operations for the first three months of 2009 and 2008, respectively.

Other Operating Expenses

Other operating expenses decreased 3.7%, or $88,000, for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008. Expenses related to the outparcel sales decreased $146,000 for the first three months in 2009 compared to the corresponding period in 2008. Additionally, expenses of $326,000 related to discontinued developments were incurred during the first three months in 2008 that were not incurred in 2009. Offsetting the decreases in expenses was an increase of $169,000 of development expenses related to services provided to our unconsolidated real estate entities for the three months ended March 31, 2009 compared to March 31, 2008.

Depreciation and Amortization

Depreciation expense increased for the three months ended March 31, 2009 by $3.5 million, or 17.9% as compared to the same period ended March 31, 2008. The increase can be attributed to the write off of tenant improvements associated with vacating tenants, primarily driven by the bankruptcy of Steve & Barry's. Also, depreciation expense increased as a result of the opening of the lifestyle addition at Polaris Fashion Place ("Polaris Lifestyle Center").

General and Administrative

General and administrative expense was $4.9 million and represented 6.3% of total revenues for the first three months of 2009 as compared to $4.2 million of general and administrative expenses and represented 5.3% of total revenues for the three months ended March 31, 2008. The increase is primarily attributable to an increase in occupancy costs during the first three months of 2009 associated with our new corporate office and an increase in professional fees. Also, during the three months ended March 31, 2008, we reversed stock compensation expense relating to performance share awards granted under the LTIP in the amount of $555,000 which we did not occur during the three months ended March 31, 2009. Offsetting these increases was a decrease in travel expenses and bonus compensation.

Interest expense/capitalized interest

Interest expense decreased 7.3%, or $1.5 million, for the three months ended March 31, 2009. The summary below identifies the change by its various components (in thousands).

                                                      For the Three Months Ended March 31,
                                                                                         Inc.
                                                    2009               2008             (Dec.)
Average loan balance (continuing operations)   $    1,595,322      $   1,493,152     $     102,170
Average rate                                             5.03 %             5.82 %           (0.79 )%

Total interest                                 $       20,061      $      21,725     $      (1,664 )
Amortization of loan fees                                 642                452               190
Capitalized interest and other, net                    (1,363 )           (1,324 )             (39 )
Interest expense                               $       19,340      $      20,853     $      (1,513 )

The decrease in interest expense was primarily due to a significant decrease in borrowing costs compared to the same period last year. The decrease in interest rates was partially offset by a higher average loan balance resulting from funding our capital improvements and redevelopments.

Equity in (Loss) Income of Unconsolidated Real Estate Entities, Net

The net (loss) income available from joint ventures results primarily from our investment in Puente Hills Mall ("Puente") and Tulsa Promenade ("Tulsa"). These Properties are held through a joint venture (the "ORC Venture"), with OMERS Realty Corporation ("ORC"), an affiliate of Oxford Properties Group ("Oxford"), which is the global real estate platform for the Ontario (Canada) Municipal Employees Retirement System, a Canadian pension plan. Net (loss) income available from unconsolidated entities was a loss of $(823,000) and income of $389,000 for the three months ended March 31, 2009 and 2008, respectively. Our proportionate share of the net (loss) income was $(357,000) and $203,000 for the three months ended March 31, 2009 and 2008, respectively. We experienced less minimum rents, percentage rents, and tenant reimbursements during the three months ended March 31, 2009 compared to the three months ended March 31, 2008. Also, we incurred more depreciation expense associated with vacating tenants. Offsetting the decreases in revenues was a decrease in interest expense. This decrease can be attributed to $38.7 million less in outstanding borrowings from operating Properties.

Discontinued Operations

Total revenues from discontinued operations were $1.4 million in the three months ended March 31, 2009 compared to $3.6 million during the three months ended March 31, 2008. The net loss from discontinued operations during the three months ended March 31, 2009 and 2008 was $670,000 and $705,000, respectively. During the three months ended March 31, 2009, we recorded $183,000 in impairment losses, net. The impairment loss relates to capital investments at Eastland Mall, Charlotte, North Carolina ("Eastland Charlotte") and was partially offset by a favorable impairment adjustment when we sold the Great Mall of the Great Plains ("Great Mall") for $20.5 million in January, 2009.

Liquidity and Capital Resources

Liquidity

Our short-term (less than one year) liquidity requirements include recurring operating costs, capital expenditures, debt service requirements, and dividend requirements for our preferred shares, Common Shares of Beneficial Interest ("Common Shares") and units of partnership interest in the Operating Partnership ("OP Units"). We anticipate that these needs will be met primarily with cash flows provided by operations. In March 2009, we announced a revised dividend and distribution policy for our Common Shares and OP Units. We have the expectation that the reduced dividend rate will enhance our short-term liquidity and provide greater financial flexibility for the Company.

Our long-term (greater than one year) liquidity requirements include scheduled debt maturities, capital expenditures to maintain, renovate and expand existing assets, property acquisitions and development projects. Management anticipates that net cash provided by operating activities, the funds available under our credit facility, construction financing, long-term mortgage debt, contributions from strategic joint venture partnerships, issuance of preferred and common shares of beneficial interest, and proceeds from the sale of assets will provide sufficient capital resources to carry out our business strategy. The Company's credit facility is scheduled to mature in December of 2009, but does have a one-year extension provision exercisable at the Company's option subject to the satisfaction of certain conditions.

In light of the challenging capital and debt markets, we are focused on addressing our near term debt maturities. During January 2009, we entered into an agreement to borrow up to $47.0 million on our Grand Central Mall located in City of Vienna, West Virginia. We initially received $25.0 million of the loan proceeds at closing. Under the agreement, for a period of up to six months after the initial funding, the loan amount can be increased up to $47.0 million through additional commitments from lenders and subject to our satisfaction of certain conditions. The net proceeds from the Grand Central loan were applied toward the repayment of the $46.1 million loan on Grand Central Mall that matured on February 1, 2009. During February 2009, we entered into an agreement to borrow $23.4 million on our Polaris Lifestyle Center located in Columbus, Ohio. As of March 31, 2009, we have drawn $7.0 million under the loan and an additional $11.5 million was drawn under the loan in April 2009. Subsequent draws will be made as additional tenants open at the Polaris Lifestyle Center during 2009. The net proceeds from the Polaris Lifestyle Center loan were used to pay down outstanding borrowings on the Company's credit facility.

The Company also has loans on two joint venture Properties that mature during 2009, Tulsa and Surprise, Arizona. The $35 million loan on Tulsa ("Tulsa Loan") matured during the three month period ended March 31, 2009 and we are currently negotiating an extension with the lender. As a result of the default, neither the outstanding balance of the Tulsa Loan nor any other material obligations of the Company, including its derivative and hedging obligations, increased or accelerated. As of March 31, 2009 the Tulsa Loan is accruing interest at the default rate of LIBOR plus 550 basis points. The Surprise loan matures in October 2009, but the joint venture has a one-year extension option available contingent upon meeting certain conditions. Our pro-rata share of the debt for these two Properties is approximately $20.5 million.

During 2008, we executed an agreement, effective as of September 11, 2008, the ("Effective Date"), with the lender of the loan on Eastland Charlotte that amends and modifies certain terms and conditions of the then existing mortgage loan agreement (the "Agreement"). Under the Agreement, the loan prepayment date has been extended from September 11, 2008 to the earlier of September 11, 2009 or the date on which the mall is sold to a third party. We are required to fund deficiencies in: i) operating income for the mall, ii) the aggregate sum of debt service, escrow, and reserve payments due under the Agreement (including documents ancillary to the loan agreement), and iii) operating expenses reasonably incurred by us to keep the mall open and operating (collectively, the "Mall Operating Costs"). We are only obligated to fund Mall Operating Costs, in the aggregate, up to $2.2 million (the "Cost Cap"). We agreed to operate the mall during the Modification Period (defined below) and to invest funds up to the Cost Cap to finance the Mall Operating Costs during the Modification Period (defined below). We are required to pay the lender: i) periodic payments of interest on the amount outstanding under the loan agreement at an interest rate of 8.50% per annum, ii) monthly installments of taxes and insurance in accordance with the loan agreement, and iii) monthly installments of a cash management fee. The Agreement requires us to make the aforementioned payments during the period between the Effective Date and the earlier of September 11, . . .