UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

   For The Transition Period From _____ To ______

Commission file number 001-12482

GLIMCHER REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland	31-1390518
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
150 East Gay Street	43215
Columbus, Ohio	(Zip Code)
(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (614) 621-9000

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [_]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):     Large accelerated filer  [X] Accelerated filer [_]  Non-accelerated filer [_]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_]  No [X]

As of October 25, 2007, there were 37,677,601 Common Shares of Beneficial Interest outstanding, par value $0.01 per share.

1 of 37 pages

GLIMCHER REALTY TRUST

FORM 10-Q

INDEX

PART I: FINANCIAL INFORMATION	PAGE
Item 1.  Financial Statements.
Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006.	3
Consolidated Statements of Operations and Comprehensive Income for the three months ended September 30, 2007 and 2006.	4
Consolidated Statements of Operations and Comprehensive Income for the nine months ended September 30, 2007 and 2006.	5
Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006.	6
Notes to Consolidated Financial Statements.	7
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.	21
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.	35
Item 4.  Controls and Procedures.	35
PART II:  OTHER INFORMATION
Item 1.  Legal Proceedings.	36
Item 1A.  Risk Factors.	36
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.	36
Item 3.  Defaults Upon Senior Securities.	36
Item 4.  Submission of Matters to a Vote of Security Holders.	36
Item 5.  Other Information.	36
Item 6.  Exhibits.	36
SIGNATURES	37

2

PART 1

FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

GLIMCHER REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(unaudited)

(dollars in thousands, except per share, par value and unit amounts)

ASSETS

	September 30, 2007		December 31, 2006
Investment in real estate:
Land	$	249,279	$	247,149
Buildings, improvements and equipment		1,697,345		1,679,935
Developments in progress		65,707		49,803
		2,012,331		1,976,887
Less accumulated depreciation		529,139		483,115
Property and equipment, net		1,483,192		1,493,772
Deferred costs, net		18,165		17,316
Real estate assets held-for-sale		78,047		192,301
Investment in and advances to unconsolidated real estate entities		83,076		70,416
Investment in real estate, net		1,662,480		1,773,805
Cash and cash equivalents		4,622		11,751
Non-real estate assets associated with discontinued operations		5,429		12,662
Restricted cash		13,291		12,132
Tenant accounts receivable, net		37,488		40,233
Deferred expenses, net		6,513		8,134
Prepaid and other assets		37,852		30,103
Total assets	$	1,767,675	$	1,888,820

LIABILITIES AND SHAREHOLDERS’ EQUITY

Mortgage notes payable	$	1,181,893		$	1,203,100
Mortgage notes payable associated with discontinued operations		51,796			101,786
Notes payable		226,400			272,000
Other liabilities associated with discontinued operations		1,480			3,926
Accounts payable and accrued expenses		51,123			57,520
Distributions payable		23,913			23,481
Total liabilities		1,536,605			1,661,813
Minority interest in operating partnership		1,886			1,772
Shareholders’ equity:
Series F Cumulative Preferred Shares of Beneficial Interest, $0.01 par value, 2,400,000 shares issued and outstanding		60,000			60,000
Series G Cumulative Preferred Shares of Beneficial Interest, $0.01 par value, 6,000,000 shares issued and outstanding		150,000			150,000
Common Shares of Beneficial Interest, $0.01 par value, 37,674,005 and 36,776,365 shares issued and outstanding as of September 30, 2007 and December 31, 2006, respectively		377			368
Additional paid-in capital		562,789			547,036
Distributions in excess of accumulated earnings		(543,715	)		(532,141	)
Accumulated other comprehensive loss		(267	)		(28	)
Total shareholders’ equity		229,184			225,235
Total liabilities and shareholders’ equity	$	1,767,675		$	1,888,820

The accompanying notes are an integral part of these consolidated financial statements.

3

GLIMCHER REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(unaudited)

(dollars and shares in thousands, except per share and unit amounts)

	For the Three Months Ended September 30,
	2007			2006
Revenues:
Minimum rents	$	47,097		$	46,336
Percentage rents		1,355			1,225
Tenant reimbursements		22,079			22,141
Other		4,742			4,447
Total revenues		75,273			74,149
Expenses:
Property operating expenses		16,329			15,883
Real estate taxes		8,106			8,571
		24,435			24,454
Provision for doubtful accounts		1,118			1,103
Other operating expenses		1,407			1,962
Depreciation and amortization		18,141			17,904
General and administrative		3,804			3,501
Total expenses		48,905			48,924
Operating income		26,368			25,225
Interest income		221			106
Interest expense		22,123			21,352
Equity in income of unconsolidated entities, net		164			247
Income before minority interest in operating partnership and discontinued operations		4,630			4,226
Minority interest in operating partnership		3,665			311
Income from continuing operations		965			3,915
Discontinued operations:
Impairment adjustment		102			-
Gain on sale of assets		48,784			-
Income from operations		901			2,155
Net income		50,752			6,070
Less: Preferred stock distributions		4,360			4,360
Net income available to common shareholders	$	46,392		$	1,710
Earnings Per Common Share (“EPS”):
Basic:
Continuing operations	$	0.01		$	(0.01	)
Discontinued operations	$	1.23		$	0.05
Net income available to common shareholders	$	1.24		$	0.05
Diluted:
Continuing operations	$	0.01		$	-
Discontinued operations	$	1.22		$	0.05
Net income available to common shareholders	$	1.23		$	0.05
Weighted average common shares outstanding		37,551			36,663
Weighted average common shares and common share equivalent outstanding		40,741			40,075
Cash distributions declared per common share of beneficial interest	$	0.4808		$	0.4808
Net income	$	50,752		$	6,070
Other comprehensive loss on derivative instruments, net		(355	)		(462	)
Comprehensive income	$	50,397		$	5,608

The accompanying notes are an integral part of these consolidated financial statements.

4

GLIMCHER REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(unaudited)

(dollars and shares in thousands, except per share and unit amounts)

	For the Nine Months Ended September 30,
	2007			2006
Revenues:
Minimum rents	$	140,387		$	140,728
Percentage rents		3,836			3,250
Tenant reimbursements		65,324			64,969
Other		13,575			13,159
Total revenues		223,122			222,106
Expenses:
Property operating expenses		48,791			47,481
Real estate taxes		25,321			25,387
		74,112			72,868
Provision for doubtful accounts		2,908			3,188
Other operating expenses		5,814			5,518
Depreciation and amortization		55,521			53,903
General and administrative		12,394			11,146
Total expenses		150,749			146,623
Operating income		72,373			75,483
Interest income		460			328
Interest expense		68,374			62,565
Equity in income of unconsolidated entities, net		1,557			1,099
Income before minority interest in operating partnership and discontinued operations		6,016			14,345
Minority interest in operating partnership		3,317			(3,085	)
Income from continuing operations		2,699			17,430
Discontinued operations:
Impairment loss		(2,350	)		(48,801	)
Gain on sale of properties		47,349			1,717
Income from operations		7,603			5,381
Net income (loss)		55,301			(24,273	)
Less: Preferred stock distributions		13,078			13,078
Net income (loss) available to common shareholders	$	42,223		$	(37,351	)
Earnings Per Common Share (“EPS”):
Basic:
Continuing operations	$	(0.17	)	$	0.03
Discontinued operations	$	1.31		$	(1.05	)
Net income (loss) available to common shareholders	$	1.14		$	(1.02	)
Diluted:
Continuing operations	$	(0.17	)	$	0.03
Discontinued operations	$	1.30		$	(1.04	)
Net income (loss) available to common shareholders	$	1.12		$	(1.01	)
Weighted average common shares outstanding		37,120			36,586
Weighted average common shares and common share equivalent outstanding		40,505			40,071
Cash distributions declared per common share of beneficial interest	$	1.4424		$	1.4424
Net income (loss)	$	55,301		$	(24,273	)
Other comprehensive loss on derivative instruments, net		(239	)		(113	)
Comprehensive income (loss)	$	55,062		$	(24,386	)

The accompanying notes are an integral part of these consolidated financial statements.

5

GLIMCHER REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

 (unaudited)

(dollars in thousands)

	For the Nine Months Ended September 30,
	2007			2006
Cash flows from operating activities:
Net income (loss)	$	55,301		$	(24,273	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for doubtful accounts		4,506			4,336
Depreciation and amortization		55,928			56,787
Loan fee amortization		1,553			1,761
Equity in income of unconsolidated entities, net		(1,557	)		(1,099	)
Capitalized development costs charged to expense		1,069			326
Minority interest in operating partnership		3,317			(3,085	)
Impairment losses		2,350			48,801
Gain on sales of properties – discontinued operations		(47,349	)		(1,717	)
Gain on sales of outparcels		(1,093	)		(698	)
Stock option related expense		1,401			678
Net changes in operating assets and liabilities:
Tenant accounts receivable, net		2,547			1,482
Prepaid and other assets		322			(489	)
Accounts payables and accrued expenses		(8,802	)		(8,308	)
Net cash provided by operating activities		69,493			74,502
Cash flows from investing activities:
Additions to investment in real estate		(74,277	)		(49,098	)
Deposits on investment in real estate		(3,000	)		-
Acquisition of property		-			(55,715	)
Contribution from joint venture partner		-			11,257
Proceeds from sale of assets		90			-
Proceeds from sale of outparcels		1,235			870
Proceeds from sale of properties		185,129			24,690
Withdrawals from restricted cash		424			517
Investments in joint ventures		(11,103	)		(2,268	)
Additions to deferred expenses		(3,205	)		(4,042	)
Net cash provided by (used in) investing activities		95,293			(73,789	)
Cash flows from financing activities:
(Payments to) proceeds from revolving line of credit, net		(45,600	)		13,000
Additions to deferred financing costs		-			(817	)
Proceeds from issuance of mortgage notes payable		-			125,330
Principal payments on mortgage and other notes payable		(71,197	)		(70,267	)
Exercise of stock options and other		15,647			1,790
Cash distributions		(70,765	)		(70,319	)
Net cash used in financing activities		(171,915	)		(1,283	)
Net change in cash and cash equivalents		(7,129	)		(570	)
Cash and cash equivalents, at beginning of period		11,751			7,821
Cash and cash equivalents, at end of period	$	4,622		$	7,251

The accompanying notes are an integral part of these consolidated financial statements.

6

GLIMCHER REALTY TRUST

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

1. Organization and Basis of Presentation

Organization

Glimcher Realty Trust is a fully-integrated, self-administered and self-managed, Maryland real estate investment trust (“REIT”), which owns, leases, manages and develops a portfolio of retail properties (the “Property” or “Properties”) consisting of enclosed regional and super regional malls (“Malls”) and community shopping centers (“Community Centers”). At September 30, 2007, GRT both owned interests in and managed 27 properties, consisting of 23 Malls (21 wholly owned and 2 partially owned through a joint venture) and 4 Community Centers.  The “Company” refers to Glimcher Realty Trust and Glimcher Properties Limited Partnership, a Delaware limited partnership, as well as entities in which the Company has an interest, collectively.

Basis of Presentation

The consolidated financial statements include the accounts of Glimcher Realty Trust (“GRT”), Glimcher Properties Limited Partnership (the “Operating Partnership,” “OP” or “GPLP”) and Glimcher Development Corporation (“GDC”). As of September 30, 2007, GRT was a limited partner in GPLP with a 92.1% ownership interest and GRT’s wholly owned subsidiary, Glimcher Properties Corporation (“GPC”), was GPLP’s sole general partner, with a 0.5% interest in GPLP. GDC, a wholly-owned subsidiary of GPLP, provides development, construction, leasing and legal services to the Company’s affiliates and is a taxable REIT subsidiary. The equity method of accounting is applied to entities in which the Company does not have a controlling direct or indirect voting interest, but can exercise influence over the entity with respect to its operations and major decisions. These entities are reflected on the Company’s consolidated financial statements as “Investments in and advances to unconsolidated real estate entities.” All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  The information furnished in the accompanying consolidated balance sheet, statements of operations and comprehensive income, and statements of cash flows reflect all adjustments which are, in the opinion of management, recurring and necessary for a fair statement of the aforementioned financial statements for the interim period.  Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

The December 31, 2006 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S.”). The consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Form 10-K for the year ended December 31, 2006.

2. Summary of Significant Accounting Policies

Revenue Recognition

Minimum rents are recognized on an accrual basis over the terms of the related leases on a straight-line basis.  Percentage rents, which are based on tenants’ sales as reported to the Company, are recognized once the sales reported by such tenants exceed any applicable breakpoints as specified in the tenants’ leases.  The percentage rents are recognized based upon the measurement dates specified in the leases which indicate when the percentage rent is due.  Recoveries from tenants for real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period that the applicable costs are incurred. The Company recognizes differences between estimated recoveries and the final billed amounts in the subsequent year.  Other revenues primarily consist of fee income which relates to property management services and is recognized in the period in which the service is performed, licensing agreement revenues which are recognized as earned, and the proceeds from sales of development land which are generally recognized at the closing date.

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

Tenant Accounts Receivable

The allowance for doubtful accounts reflects the Company’s estimate of the amounts of the recorded accounts receivable at the balance sheet date that will not be recovered from cash receipts in subsequent periods.  The Company’s policy is to record a periodic provision for doubtful accounts based on total revenues.  The Company also periodically reviews specific tenant balances and determines whether an additional allowance is necessary.  In recording such a provision, the Company considers a tenant’s creditworthiness, ability to pay, probability of collections and consideration of the retail sector in which the tenant operates.  The allowance for doubtful accounts is reviewed periodically based upon the Company’s historical experience.

Investment in Real Estate - Carrying Value of Assets

The Company maintains a diverse portfolio of real estate assets.  The portfolio holdings have increased as a result of both acquisitions and the development of Properties and have been reduced by selected sales of assets.  The amounts to be capitalized as a result of acquisitions and developments and the periods over which the assets are depreciated or amortized are determined based on the application of accounting standards that may require estimates as to fair value and the allocation of various costs to the individual assets.  The Company allocates the cost of the acquisition based upon the estimated fair value of the net assets acquired.  The Company also estimates the fair value of intangibles related to its acquisitions.  The valuation of the fair value of the intangibles involves estimates related to market conditions, probability of lease renewals and the current market value of in-place leases.  This market value is determined by considering factors such as the tenant’s industry, location within the Property and competition in the specific market in which the Property operates. Differences in the amount attributed to the intangible assets can be significant based upon the assumptions made in calculating these estimates.

Investment in Real Estate - Impairment Evaluation

Management evaluates the recoverability of its investment in real estate assets in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”  This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that recoverability of the asset is not assured.

The Company evaluates the recoverability of its investments in real estate assets to be held and used each quarter and records an impairment charge when there is an indicator of impairment and the undiscounted projected cash flows are less than the carrying amount for a particular Property.  The estimated cash flows used for the impairment analysis and the determination of estimated fair value are based on the Company’s plans for the respective assets and the Company’s views of market and economic conditions.  The estimates consider matters such as current and historical rental rates, occupancies for the respective Properties and comparable properties and recent sales data for comparable properties.  Changes in estimated future cash flows due to changes in the Company’s plans or views of market and economic conditions could result in recognition of impairment losses, which, under the applicable accounting guidance, could be substantial.

Investment in Real Estate – Held-for-Sale

The Company evaluates the held-for-sale classification of its real estate each quarter.  Assets that are classified as held-for-sale are recorded at the lower of their carrying amount or fair value less cost to sell. Management evaluates the fair value less cost to sell each quarter and records impairment charges when required. Assets are generally classified as held-for-sale once management commits to a plan to sell the Properties and has initiated an active program to market them for sale.  The results of operations of these real estate properties are reflected as discontinued operations in all periods reported.

On occasion, the Company will receive unsolicited offers from third parties to buy individual Properties.  Under these circumstances, the Company will classify the properties as held-for-sale when a sales contract is executed with no contingencies and the prospective buyer has funds at risk to ensure performance.

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

Sale of Real Estate Assets

The Company recognizes property sales in accordance with SFAS No. 66, “Accounting for Sales of Real Estate.” The Company generally records the sales of operating properties and outparcels using the full accrual method at closing, when the earnings process is deemed to be complete. Sales not qualifying for full recognition at the time of sale are accounted for under other appropriate deferral methods.

Accounting for Acquisitions

The Company accounts for acquisitions of Properties in accordance with SFAS No. 141, “Business Combinations.”  The fair value of the real estate acquired is allocated to acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases for acquired in-place leases and the value of tenant relationships, based in each case on their fair values.  Purchase accounting is applied to assets and liabilities related to real estate entities acquired based upon the percentage of interest acquired.

The fair value of the tangible assets of an acquired property (which includes land, building and tenant improvements) is determined by valuing the property as if it were vacant, based on management’s determination of the relative fair values of these assets.  Management determines the as-if-vacant fair value of an acquired property using methods to determine the replacement cost of the tangible assets.

In determining the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease.  The capitalized above-market lease values and the capitalized below-market lease values are amortized as an adjustment to rental income over the initial lease term.

The aggregate value of in-place leases is determined by evaluating various factors, including an estimate of carrying costs during the expected lease-up periods, current market conditions and similar leases.  In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses, and estimates of lost rental revenue during the expected lease-up periods based on current market demand.  Management also estimates costs to execute similar leases including leasing commissions, legal and other related costs.  The value assigned to this intangible asset is amortized over the remaining lease term plus an assumed renewal period that is reasonably assured.

The aggregate value of other acquired intangible assets include tenant relationships.  Factors considered by management in assigning a value to these relationships include: assumptions of probability of lease renewals, investment in tenant improvements, leasing commissions and an approximate time lapse in rental income while a new tenant is located.  The value assigned to this intangible asset is amortized over the average life of the relationship.

Depreciation and Amortization

Depreciation expense for real estate assets is computed using a straight-line method and estimated useful lives for buildings and improvements using a weighted average composite life of forty years and five to ten years for equipment and fixtures.  Expenditures for leasehold improvements and construction allowances paid to tenants are capitalized and amortized over the initial term of each lease.  Cash allowances paid to tenants that are used for purposes other than improvements to the real estate are amortized as a reduction to minimum rents over the initial lease term.  Maintenance and repairs are charged to expense as incurred.  Cash allowances paid in return for operating covenants from retailers who own their real estate are capitalized as contract intangibles.  These intangibles are amortized over the period the retailer is required to operate their store.

9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

Investment in Unconsolidated Real Estate Entities

The Company evaluates all joint venture arrangements for consolidation.  The percentage interest in the joint venture, evaluation of control and whether a variable interest entity (“VIE”) exists are all considered in determining if the arrangement qualifies for consolidation.

The Company accounts for its investments in unconsolidated real estate entities using the equity method of accounting whereby the cost of an investment is adjusted for the Company’s share of equity in net income or loss beginning on the date of acquisition and reduced by distributions received.  The income or loss of each joint venture investor is allocated in accordance with the provisions of the applicable operating agreements.  The allocation provisions in these agreements may differ from the ownership interest held by each investor.   Differences between the carrying amount of the Company’s investment in the respective joint venture and the Company’s share of the underlying equity of such unconsolidated entities are amortized over the respective lives of the underlying assets as applicable.

The Company periodically reviews its investment in unconsolidated real estate entities for other than temporary declines in market value.  Any decline that is not expected to be recovered in the next twelve months is considered other than temporary and an impairment charge is recorded as a reduction in the carrying value of the investment.

Deferred Costs

The Company capitalizes initial direct costs in accordance with SFAS No. 91, “Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases,” and amortizes these costs over the initial lease term.  The costs are capitalized upon the execution of the lease and the amortization period begins the earlier of the store opening date or the date the tenant’s lease obligation begins.

Stock-Based Compensation

Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R), which expands and clarifies SFAS No. 123, “Accounting for Stock-Based Compensation.” In January 2003, the Company adopted the fair value recognition provisions of SFAS No. 123 as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure,” prospectively to all awards granted, modified or settled on or after January 1, 2003. Accordingly, the Company recognized as compensation expense the fair value of all awards granted after January 1, 2003. SFAS No. 123(R) requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The cost is expensed over the requisite service period (usually the vesting period) beginning the first quarter of 2006 for awards issued after June 15, 2005. The adoption of SFAS No. 123(R) did not have a material impact on the Company’s financial position or results of operations.

Supplemental Disclosure of Non-Cash Financing and Investing Activities

Non-cash transactions resulting from other accounts payable and accrued expenses for ongoing operations such as real estate improvements and other assets were $4,991 and $13,645 as of September 30, 2007 and December 31, 2006, respectively.  In connection with the sale of University Mall, the Company received a $5,000 non-interest bearing note that was discounted to its present value.

Share distributions of $18,114 and $17,682 have been declared, but not paid as of September 30, 2007 and December 31, 2006, respectively.  Operating Partnership distributions of $1,440 have been declared, but not paid as of September 30, 2007 and December 31, 2006.  Distributions for our 8.75% Series F Cumulative Preferred Shares of Beneficial Interest of $1,313 have been declared, but not paid as of September 30, 2007 and December 31, 2006.  Distributions for our 8.125% Series G Cumulative Preferred Shares of Beneficial Interest of $3,047 and $3,046 have been declared, but not paid as of September 30, 2007 and December 31, 2006, respectively.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.

10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

New Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes; an interpretation of FASB Statement No. 109.” FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” It requires a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, in an income tax return. This interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company has adopted FIN 48 which did not have a material impact on its financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” While this standard does not establish any new requirements for reporting assets or liabilities at fair value, it does clarify the definition of “fair value” when used in FASB pronouncements. This standard is effective no later than for fiscal years beginning after November 15, 2007. The Company does not anticipate that the adoption of SFAS No. 157 will have a material impact on the Company’s financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” This standard permits companies to make a one-time election to carry eligible types of financial assets and liabilities at fair value (“FV”), even if FV measurement is not required under generally accepted accounting principles. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007 and early adoption is permitted. The Company does not plan on early adoption of SFAS No. 159 and is in the process of determining its impact on the Company’s financial position or results of operations.

Reclassifications

Certain reclassifications of prior period amounts, including the presentation of the Statement of Operations required by SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” have been made in the financial statements in order to conform to the 2007 presentation.

3. Real Estate Assets Held-for-Sale

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less costs to sell. During the nine months ended September 30, 2007, the Company sold three Mall Properties (Almeda Mall, Montgomery Mall and University Mall) and classified two Community Centers as held-for-sale (Ohio River Plaza and Knox Village Square). The financial results, including any impairment charges for these Properties, are reported as discontinued operations in the Consolidated Statements of Operations and the net book value of the assets are reflected as held-for-sale on the balance sheet.  The table below provides information on the held-for-sale assets.

	September 30,  2007		December 31, 2006
Number of Properties held-for-sale		4		5
Real estate assets held-for-sale	$	78,047	$	192,301
Mortgage notes payable associated with Properties held-for-sale	$	51,796	$	101,786

4. Investment in Unconsolidated Entities

Investment in unconsolidated real estate entities as of September 30, 2007 consisted of an investment in three separate joint venture arrangements (the “Ventures”).  The Company evaluated each of the Ventures individually and determined that control was shared between the Company and its respective venture partner in each of the Ventures. Therefore, the Ventures do not qualify as VIE’s.  The Company concluded that the Ventures would be accounted for under the equity method of accounting.  A description of each of the Ventures is provided below:

11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

· ORC Venture

Consists of a 52% interest held by GPLP in a joint venture with 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. The ORC Venture acquired the Company’s two joint venture Mall Properties, Puente Hills Mall (“Puente”) and Tulsa Promenade (“Tulsa”). The ORC Venture acquired Puente from an independent third party in December 2005 and acquired Tulsa from GPLP in March 2006.

· Scottsdale Venture

Consists of a 50% interest held by a GPLP subsidiary in a joint venture (the “Scottsdale Venture”) formed in May 2006 with an affiliate of The Wolff Company (“Wolff”). The purpose of the venture is to build an approximately 650,000 square foot premium retail and office complex to be developed in Scottsdale, Arizona (the “Scottsdale Development”).

· Surprise Venture

Consists of a 50% interest held by a GPLP subsidiary in a joint venture (the “Surprise Venture”) formed on September 6, 2006 with the former landowner of the property that is to be developed. The Surprise Venture will develop approximately 24,755 square feet of retail space on a five-acre site located in an area northwest of Phoenix, Arizona.

The Company may provide management, development, construction, leasing and legal services for a fee to each of the Ventures described above.  Each individual agreement specifies which services the Company is to provide. The Company recognized fee income of $518 and $455 for these services for the three months ended September 30, 2007 and 2006, respectively, and fee income of $1,339 and $1,432 for the nine months ended September 30, 2007 and 2006, respectively.

The net income or loss for each entity is allocated in accordance with the provisions of the applicable operating agreements. The summary financial information for the Company’s investment in unconsolidated entities, accounted for using the equity method, is presented below:

BALANCE SHEET	September 30, 2007		December 31, 2006
Assets:
Investment properties at cost, net	$	251,818	$	236,744
Intangible assets (1)		11,191		12,855
Other assets		30,884		28,559
Total assets	$	293,893	$	278,158
Liabilities and members’ equity:
Mortgage notes payable	$	121,138	$	122,099
Intangibles (2)		11,200		13,634
Other liabilities		6,551		4,827
		138,889		140,560
Members’ equity		155,004		137,598
Total liabilities and members equity	$	293,893	$	278,158
Operating Partnership’s share of member’s equity	$	81,606	$	70,793

(1) Includes value of acquired in-place leases.

(2) Includes the net value of $429 and $566 for above-market acquired leases as of September 30, 2007 and December 31, 2006, respectively, and $11,629 and $14,200 for below-market acquired leases as of September 30, 2007 and December 31, 2006, respectively.

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

Members’ Equity to Company Investment in Unconsolidated Entities:

	September 30, 2007		December 31, 2006
Members’ equity	$	81,606	$	70,793
Advances and additional costs		1,470		(377	)
Investment in and advances to unconsolidated entities	$	83,076	$	70,416

	For the Three Months Ended
Statements of Income	September 30, 2007		September 30, 2006
Total revenues	$	8,684	$	8,363
Operating expenses		4,587		4,169
Depreciation and amortization		2,168		1,917
Operating income		1,929		2,277
Other expenses, net		20		4
Interest expense, net		1,585		1,791
Net income		324		482
Preferred dividend		8		7
Net income available from the Company’s joint ventures	$	316	$	475
GPLP’s share of income from joint ventures	$	164	$	247

	For the Nine Months Ended
Statements of Income	September 30, 2007		September 30, 2006
Total revenues	$	26,549	$	24,825
Operating expenses		12,027		11,248
Depreciation and amortization		6,612		6,530
Operating income		7,910		7,047
Other expenses, net		27		26
Interest expense, net		4,867		4,893
Net income		3,016		2,128
Preferred dividend		23		14
Net income available from the Company’s joint ventures	$	2,993	$	2,114
GPLP’s share of income from joint ventures	$	1,557	$	1,099

5. Tenant Accounts Receivable

The Company’s accounts receivable is comprised of the following components:

Accounts Receivable – Assets Held-For-Investment	September 30, 2007			December 31, 2006
Billed receivables	$	14,124		$	14,333
Straight-line receivables		21,207			22,132
Unbilled receivables		9,959			9,553
Less: allowance for doubtful accounts		(7,802	)		(5,785	)
Net accounts receivable	$	37,488		$	40,233

Accounts Receivable – Assets Held-For-Sale (1)	September 30, 2007			December 31, 2006
Billed receivables	$	3,088		$	6,429
Straight-line receivables		645			2,279
Unbilled receivables		433			1,142
Less: allowance for doubtful accounts		(1,237	)		(2,613	)
Net accounts receivable	$	2,929		$	7,237
(1) Included in non-real estate assets associated with discontinued operations.

13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

6. Mortgage Notes Payable as of September 30, 2007 and December 31, 2006 consist of the following:

	Carrying Amount of				Interest				Interest	Payment	Payment at		Maturity
Description	Mortgage Notes Payable				Rate				Terms	Terms	Maturity		Date
	2007		2006		2007		2006
Fixed Rate:
Colonial Park Mall, LP (q)	$	32,033	$	32,451		7.73%		7.73%	(m)	(a)	$	32,033	(f)
Mount Vernon Venture, LLC (o)		8,665		8,753		7.41%		7.41%		(a)	$	8,624	February 11, 2008
Charlotte Eastland Mall, LLC (n)(o)		43,131		43,766		7.84%		7.84%	(m)	(a)	$	42,302	(g)
Morgantown Mall Associates, LP		51,754		52,474		6.89%		6.89%	(m)	(a)	$	50,823	(g)
GM Olathe, LLC		30,000		30,000		6.35%		6.35%	(l)	(b)	$	30,000	January 12, 2009
Grand Central, LP		47,212		47,815		7.18%		7.18%		(a)	$	46,065	February 1, 2009
Johnson City Venture, LLC		38,445		38,787		8.37%		8.37%		(a)	$	37,026	June 1, 2010
Polaris Center, LLC		40,104		40,482		8.20%		8.20%	(m)	(a)	$	38,543	(h)
Glimcher Ashland Venture, LLC		24,412		24,809		7.25%		7.25%		(a)	$	21,817	November 1, 2011
Dayton Mall Venture, LLC		55,219		55,886		8.27%		8.27%	(m)	(a)	$	49,864	(i)
Glimcher WestShore, LLC		94,043		95,255		5.09%		5.09%		(a)	$	84,824	September 9, 2012
PFP Columbus, LLC		140,318		142,129		5.24%		5.24%		(a)	$	124,572	April 11, 2013
LC Portland, LLC		131,632		133,256		5.42%		5.42%	(m)	(a)	$	116,922	(j)
JG Elizabeth, LLC		156,777		158,791		4.83%		4.83%		(a)	$	135,194	June 8, 2014
MFC Beavercreek, LLC		107,945		109,232		5.45%		5.45%		(a)	$	92,762	November 1, 2014
Glimcher SuperMall Venture, LLC		58,856		59,515		7.54%		7.54%	(m)	(a)	$	49,969	(k)
RVM Glimcher, LLC		50,000		50,000		5.65%		5.65%		(c)	$	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%		(d)	$	38,057	December 11, 2016
Tax Exempt Bonds		19,000		19,000		6.00%		6.00%		(e)	$	19,000	November 1, 2028
		1,232,546		1,245,401
Other:
Fair value adjustment –
Polaris Center, LLC		1,143		1,465
Extinguished debt (n)		-		58,020			(p)
Total Mortgage Notes Payable:	$	1,233,689	$	1,304,886

(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 February 2009, thereafter principal and interest payments are required.
(d)	The loan requires monthly payments of interest only until December 2008, thereafter principal and interest payments are required.
(e)	The loan requires semi-annual payments of interest.
(f)	The loan matures in October 2027, with an optional prepayment (without penalty) date on October 11, 2007.
(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 effectively fixed through a swap agreement at a rate of 6.35%.
(m)	Interest rate escalates after optional prepayment date.
(n)	Mortgage notes payable associated with Properties held-for-sale as of December 31, 2006.
(o)	Mortgage notes payable associated with Properties held-for-sale as of September 30, 2007.
(p)	Interest rates ranging from 7.03% to 8.35% at December 31, 2006.
(q)	Mortgage was paid off on October 11, 2007.

14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

All mortgage notes payable are collateralized by Properties with net book values of $1,386,081 and $1,444,186 at September 30, 2007 and December 31, 2006, respectively. Certain of the loans contain financial covenants regarding minimum net operating income and coverage ratios.  Management believes they are in compliance with all covenants at September 30, 2007.   Additionally, one of the loans has cross-default provisions and is cross-collateralized with mortgages on the Properties owned by Morgantown Mall Associates, LP.  Under such cross-default provisions, a default under any mortgage included in a cross-defaulted loan may constitute a default under all such mortgages under that loan and may lead to acceleration of the indebtedness due on each Property within the collateral pool.  Additionally, $30,000 of mortgage notes payable relating to certain Properties are guaranteed by the Company as of September 30, 2007.

7. Notes Payable

The Company’s $470,000 unsecured credit facility (“Credit Facility”) matures in December 2009 and has a one-year extension option available to the Company, subject to the satisfaction of certain conditions.  It is expandable to $600,000, provided there is no default under the Credit Facility and one or more participating lenders agrees to increase their funding commitment or one or more new participating lenders is added to the Credit Facility.  The interest rate ranges from LIBOR plus 0.95% to LIBOR plus 1.40% depending upon the Company’s ratio of debt to total asset value.  The Credit Facility contains customary covenants, representations, warranties and events of default, including maintenance of a specified minimum net worth requirement; a total debt to total asset value ratio; a secured debt to total asset value ratio; an interest coverage ratio and a fixed charge coverage ratio.  Management believes the Company is in compliance with all covenants under the Credit Facility as of September 30, 2007.

At September 30, 2007, the outstanding balance on the Credit Facility was $226,400.  Additionally, $20,150  represented a holdback on the available balance for letters of credit issued under the Credit Facility.  As of September 30, 2007, the unused balance of the Credit Facility available to the Company was $223,450 and the interest rate was 6.28%.

At December 31, 2006, the outstanding balance on the Credit Facility was $272,000 and the interest rate was 6.40%.  Additionally, $20,150 represented a holdback on the available balance for letters of credit issued under the Credit Facility.  As of December 31, 2006, the unused balance of the Credit Facility available to the Company was $177,850 and the interest rate was 6.40%.

8. Derivative Financial Instruments

The Company accounts for its derivatives and hedging activities under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” as amended by SFAS Nos. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities” and 149 “Amendment of Statement 133, on Derivative Instruments and Hedging Activities.”  During the nine months ended September 30, 2007, the Company recognized additional other comprehensive loss of $239 to adjust the carrying amount of the interest rate swaps and caps to fair values at September 30, 2007, net of $(267) in reclassifications to earnings for interest rate swap settlements and interest rate cap amortization during the period and $(19) in minority interest participation. During the nine months ended September 30, 2006, the Company recognized additional other comprehensive loss of $113 to adjust the carrying amount of the interest rate swaps and caps to fair values at September 30, 2006 net of $(85) in reclassifications to earnings for interest rate swap settlements and interest rate cap amortization during the period and $(9) in minority interest participation.  The interest rate swap settlements were offset by a corresponding reduction in interest expense related to the interest payments being hedged.

The Company may be exposed to risk associated with the variability of interest rates that might impact the cash flows and the results of operations of the Company.  The hedging strategy, therefore, is to eliminate or reduce, to the extent possible, the volatility of cash flows.  The following table summarizes the notional values and fair values of the Company’s derivative financial instruments as of September 30, 2007. The notional values provide an indication of the extent of the Company’s involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks.

			Interest
Hedge Type	Notional Value		Rate		Maturity	Fair Value
Swap – Cash Flow	$	30,000		4.7025%	January 15, 2008	$	46
Swap – Cash Flow	$	35,000		5.2285%	August 15, 2008	$	(153	)
Swap – Cash Flow	$	35,000		5.2285%	August 15, 2008	$	(153	)

15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

The derivative instruments were reported at their fair value of $(260) and $(16) in accounts payable and accrued expenses at September 30, 2007 and December 31, 2006, respectively, with a corresponding adjustment to other comprehensive income for the unrealized gains and losses (net of minority interest participation).  Over time, the unrealized gains and losses held in accumulated other comprehensive income will be reclassified to earnings, of which $0 is expected to be reclassified in 2007.  This reclassification will correlate with the recognition of the hedged interest payments in earnings.  There was no hedge ineffectiveness during the nine months ended September 30, 2007.

To determine the fair values of derivative instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each balance sheet date.  Standard market conventions and techniques such as undiscounted cash flow analysis, replacement cost, and termination cost are used to determine fair value.

9. Stock Based Compensation

Restricted Common Stock

Shares of restricted Common Stock are granted pursuant to GRT’s 2004 Amended and Restated Incentive Compensation Plan (the “2004 Plan”). Shares issued for the year ended December 31, 2005 vest in one-third installments over a period of three years commencing on the one-year anniversary of the grant date for the recipient’s award. Shares issued for the years ended December 31, 2006 and 2007 vest in one-third installments over a period of five years beginning on the third anniversary of the grant date. The restricted Common Stock value is determined by the Company’s closing market share price on the grant date. As restricted Common Stock represents an incentive for future periods, the Company recognizes the related compensation expense ratably over the applicable vesting periods.

 For the nine months ended September 30, 2007, 43,500 shares of restricted Common Stock were granted. For the year ended December 31, 2006, 58,322 shares of restricted Common Stock were granted. The related compensation expense recorded for the three months ended September 30, 2007 and 2006 was $220 and $181, respectively, and $622 and $414 for the nine months ended September 30, 2007 and 2006, respectively. The amount of compensation expense related to unvested restricted shares that we expect to expense in future periods is $2,244 and $2,054 as of September 30, 2007 and 2006, respectively.

Long Term Incentive Awards

During the first quarter of 2007, the Company adopted a new Long Term Incentive Plan for Senior Executives (the “Incentive Plan”). At the time of the adoption of the Incentive Plan, performance shares were allocated to certain senior executive officers. The total number of performance shares allocated to all participants was 104,300. The issuance of the performance shares is subject to the Company achieving the performance measures described below.

Whether or not a participant receives performance shares under the Incentive Plan is determined by: (i) the outcome of the Company’s total shareholder return (“TSR”) for its Common Shares of Beneficial Interest (“Common Shares”) during the period of January 1, 2007 to December 31, 2009 (the “Performance Period”) as compared to the TSR for the common shares of a selected group of sixteen retail oriented real estate investment companies (the “Peer Group”) and (ii) the timely payment of quarterly dividends by the Company during the Performance Period on its Common Shares at dividend rates no lower than those paid during fiscal year 2006 (the “Dividend Criterion”). TSR is calculated as a percentage equal to the price appreciation of the Common Shares during the Performance Period plus dividends paid (on a cumulative reinvested basis).

Under the Incentive Plan, if the Company satisfies the Dividend Criterion, then a participant may be eligible to receive between 0% - 200% of their respective allocated performance shares following the conclusion of the Performance Period based upon the Company’s TSR during the Performance Period as compared to the TSR of the Peer Group. Any performance shares issued under the Incentive Plan will be granted from the shares reserved for issuance under the 2004 Plan, pursuant to its terms and conditions.

The compensation costs recorded relating to the Incentive Plan have been calculated in accordance with SFAS No. 123(R). The fair value of the unearned performance share portion award was determined utilizing the Monte Carlo simulation technique and will be amortized to compensation expense over the Performance Period.

16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

The fair value of the performance shares allocated under the Incentive Plan was determined to be $18.79 per share for a total compensation amount of $1,960 that is expected to be recognized over the Performance Period. The amount of compensation expense related to the Incentive Plan for the three and nine months ended September 30, 2007 is $165 and $379, respectively.

Share Option Plans

Options granted under the Company’s share option plans generally vest over a three-year period, with options exercisable at a rate of 33.3% per annum beginning with the first anniversary of the grant date. The options generally expire on the tenth anniversary of the grant date.  The fair value of each option grant is estimated on the date of the grant using the Black-Scholes options pricing model and is amortized over the requisite vesting period. Compensation expense recorded related to the Company’s share option plans was $148 and $91 for the three months ended September 30, 2007 and 2006, respectively, and $400 and $265 for the nine months ended September 30, 2007 and 2006, respectively.

10. Commitments and Contingencies

At September 30, 2007, there were approximately 3.0 million units of partnership interest in the Operating Partnership (“OP Units”) outstanding.  These OP Units are redeemable, at the option of the holders, beginning on the first anniversary of their issuance.  The redemption price for an OP Unit shall be, at the option of GPLP, payable in the following form and amount: (a) cash at a price equal to the fair market value of one Common Share of the Company or (b) Common Shares at the exchange ratio of one share for each OP Unit.  The fair value of the OP Units outstanding at September 30, 2007 is $71,268 based upon a per unit value of $23.79 at September 30, 2007 (based upon a five-day average of the Common Stock price from September 21, 2007 to September 27, 2007).

The Company has reserved $772 in relation to a contingency associated with the sale of Loyal Plaza, a Community Center sold in 2002, relating to environmental assessment and monitoring matters.

The Company is involved in lawsuits, claims and proceedings which arise in the ordinary course of business.  The Company is not presently involved in any material litigation.  In accordance with SFAS No. 5, “Accounting for Contingencies,” the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.  Although the outcome of any litigation is uncertain, the Company does not expect any of its existing litigation to have a material adverse effect on the Company’s consolidated financial condition or results of operations taken as a whole.

17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

11. Earnings Per Common Share (shares in thousands)

The presentation of basic EPS and diluted EPS is summarized in the table below:

	For the Three Months Ended September 30,
	2007							2006
						Per							Per
Basic EPS:	Income			Shares		Share		Income			Shares		Share
Income from continuing operations	$	965						$	3,915
Less: Preferred stock dividends		(4,360	)						(4,360	)
Minority interest adjustments (1)		3,668							162
Income (loss) from continuing operations	$	273			37,551	$	0.01	$	(283	)		36,663	$	(0.01	)
Discontinued operations	$	49,787						$	2,155
Less: Minority interest adjustments (1)		(3,668	)						(162	)
Income from discontinued operations	$	46,119			37,551	$	1.23	$	1,993			36,663	$	0.05
Diluted EPS:
Income from continuing operations	$	965			37,551			$	3,915			36,663
Less: Preferred stock dividends		(4,360	)						(4,360	)
Minority interest adjustments		3,665							311
Operating Partnership Units					2,996							3,007
Options					84							311
Restricted Common Shares					110							94
Income (loss) from continuing operations	$	270			40,741	$	0.01	$	(134	)		40,075		-
Income from discontinued operations	$	49,787				$	1.22	$	2,155				$	0.05

	For the Nine Months Ended September 30,
	2007								2006
						Per								Per
Basic EPS:	Income			Shares		Share			Income			Shares		Share
Income from continuing operations	$	2,699							$	17,430
Less: Preferred stock dividends		(13,078	)							(13,078	)
Minority interest adjustments (1)		3,923								(3,188	)
(Loss) income from continuing operations	$	(6,456	)		37,120	$	(0.17	)	$	1,164			36,586	$	0.03
Discontinued operations	$	52,602							$	(41,703	)
Less: Minority interest adjustments (1)		(3,923	)							3,188
Income (loss) from discontinued operations	$	48,679			37,120	$	1.31		$	(38,515	)		36,586	$	(1.05	)
Diluted EPS:
Income from continuing operations	$	2,699			37,120				$	17,430			36,586
Less: Preferred stock dividends		(13,078	)							(13,078	)
Minority interest adjustments		3,317								(3,085	)
Operating Partnership Units					2,996								3,048
Options					251								360
Performance Shares					32								-
Restricted Common Shares					106								77
(Loss) income from continuing operations	$	(7,062	)		40,505	$	(0.17	)	$	1,267			40,071	$	0.03
Income (loss) from discontinued operations	$	52,602				$	1.30		$	(41,703	)			$	(1.04	)

(1) The minority interest adjustment reflects the reclassification of the minority interest expense from continuing to discontinued operations for appropriate allocation in the calculation of the earnings per share for discontinued operations.

18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

Options with exercise prices greater than the average share prices for the periods presented were excluded from the respective computations of diluted EPS because to do so would have been antidilutive. The number of such options was 471,000 and 550,000 as of September 30, 2007 and 2006, respectively.

12. Discontinued Operations

Financial results of Properties the Company sold in previous periods and/or classified as held-for-sale as of September 30, 2007, are reflected in discontinued operations for all periods reported in the Consolidated Statements of Operations. In the consolidated balance sheet, the assets and liabilities associated with discontinued operations are segregated.  The impairment losses on real estate for the three and nine months ended September 30, 2007 and 2006 relate to non-strategic Mall Properties the Company classified as held-for-sale in the second quarter of 2006.  The gain on the sale of Properties in the three and nine months ended September 30, 2007 primarily relates to the sale of University Mall and Almeda Mall.  The table below summarizes key financial results and data for these operations:

	For the Three Months Ended September 30,
	2007			2006
Revenues	$	5,438		$	11,106
Operating expenses		(3,666	)		(5,600	)
Operating income		1,772			5,506
Interest expense, net		(871	)		(3,351	)
Net income from operations		901			2,155
Gain on sale of assets		48,784			-
Impairment adjustment		102			-
Income from discontinued operations	$	49,787		$	2,155

	For the Nine Months Ended September 30,
	2007			2006
Revenues	$	26,226		$	34,657
Operating expenses		(14,266	)		(19,144	)
Operating income		11,960			15,513
Interest expense, net		(4,357	)		(10,132	)
Net income from operations		7,603			5,381
Gain on sale of assets		47,349			1,717
Impairment losses on real estate		(2,350	)		(48,801	)
Income (loss) from discontinued operations	$	52,602		$	(41,703	)

13. Acquisitions

The Company accounts for acquisitions under the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations.”  The Company has finalized the allocation of the purchase price for properties acquired through September 30, 2007 and no material adjustments have been made to the original allocations.

Intangibles, which were recorded at the acquisition date, associated with acquisitions of WestShore Plaza, Eastland Mall in Columbus, Ohio, Polaris Fashion Place and Polaris Towne Center, are comprised of an asset for acquired above-market leases of $7,940, a liability for acquired below-market leases of $17,951, and an asset for tenant relationships of $4,156. The intangibles related to above and below-market leases are being amortized as a net increase to minimum rents on a straight-line basis over the lives of the leases with a remaining weighted average amortization period of 9.1 years. Amortization of the tenant relationship is recorded as amortization expense on a straight-line basis over the estimated life of 12.5 years. Net amortization for all of the acquired intangibles is an increase to net income in the amount of $425 and $560 for the nine months ended September 30, 2007 and 2006, respectively. The net book value of the above-market leases is $4,067 and $4,689 as of September 30, 2007 and December 31, 2006, respectively, and is included in the accounts payable and accrued liabilities on the Consolidated Balance Sheet. The net book value of the below-market leases is $9,864 and $12,091 as of September 30, 2007 and December 31, 2006, respectively, and is included in the accounts payable and accrued liabilities on the consolidated balance sheet. The net book value of the tenant relationships is $2,922 and $3,169 as of September 30, 2007 and December 31, 2006, respectively, and is included in prepaid and other assets on the consolidated balance sheet.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and unit amounts)

On January 17, 2006, GPLP acquired Tulsa from an independent third party.  The purchase price was $58,300 and the Company did not assume any debt in connection with the purchase. On March 14, 2006, GPLP transferred all of itsownership interest in Tulsa to the ORC Venture for total consideration of $58,300 (which included the ORC Venture’s assumption of a $35,000 mortgage loan). 

14. Subsequent Events

On October 1, 2007, the Company sold Northwest Mall, a regional mall located in Houston, Texas, for approximately $19.0 million.

On October 9, 2007, the Company purchased Merritt Square Mall (“Merritt”), a regional Mall located in  Merritt Island, Florida, for approximately $84.0 million.  The Company purchased Merritt subject to an existing $57.0 million mortgage loan with a fixed interest rate of 5.35%. The loan matures on September 1, 2015.  The Company funded the remaining portion of the purchase price using funds from the Credit Facility.

On October 11, 2007, the Company paid off the mortgage loan encumbering Colonial Park Mall in full without penalty.  The approximately $32.0 million balance was paid by using funds from the Credit Facility.  This loan was collateralized by Colonial Park Mall located in Harrisburg, Pennsylvania.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, 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 versus 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, loss of key personnel, possible restrictions on our ability to operate or dispose of any partially-owned Properties (defined herein), 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 Form 10-Q and in GRT’s other reports filed with the Securities and Exchange Commission (“SEC”).

Overview

GRT is a 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 and super regional malls (“Malls”) and community shopping centers (“Community Centers”).  As of September 30, 2007, we owned interests in and managed 27 Properties located in 15 states, consisting of 23 Malls (2 of which are partially owned through a joint venture) and 4 Community Centers. The Properties contain an aggregate of approximately 21.7 million square feet of gross leasable area (“GLA”) of which approximately 92.9% was occupied at September 30, 2007.

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;

· Capitalize on strategic joint venture relationships to maximize capital resource availability;

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

· Acquire strategically located malls;

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

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· Selectively dispose of assets we believe have achieved long-term investment potential and re-deploy 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 costs.

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.  We expect to finance acquisition transactions with cash on hand, borrowings under credit facilities, proceeds from strategic joint venture partners, asset dispositions, secured mortgage financings, the issuance of equity or debt securities, or a combination of one or more of the foregoing.

Critical Accounting Policies and Estimates

General

Management’s Discussion and Analysis of Financial Condition and Results of Operations is 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, 2006.

Funds from Operations (“FFO”)

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, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), is used by the real estate industry and investment community as a supplemental measure of the performance of real estate companies.  NAREIT defines FFO as net income (loss) available to common shareholders (computed in accordance with GAAP), excluding gains (or losses) from sales of properties, 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 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.

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The following table illustrates the calculation of FFO and the reconciliation of FFO to net income available to common shareholders for the three and nine months ended September 30, 2007 and 2006 (in thousands):

	For the Three Months Ended September 30,
	2007			2006
Net income available to common shareholders	$	46,392		$	1,710
Add back (less):
Real estate depreciation and amortization		17,842			17,671
Equity in income of unconsolidated entities		(164	)		(247	)
Pro-rata share of joint venture funds from operations		1,281			1,244
Minority interest in operating partnership		3,665			311
Gain on the sale of properties		(48,784	)		-
Funds from operations	$	20,232		$	20,689

	For the Nine Months Ended September 30,
	2007			2006
Net income (loss) available to common shareholders	$	42,223		$	(37,351	)
Add back (less):
Real estate depreciation and amortization		54,672			55,608
Equity in income of unconsolidated entities		(1,557	)		(1,099	)
Pro-rata share of joint venture funds from operations		4,970			4,495
Minority interest in operating partnership		3,317			(3,085	)
Gain on the sale of properties		(47,349	)		(1,717	)
Funds from operations	$	56,276		$	16,851

FFO increased $39.4 million for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006. During the nine months ended September 30, 2006, we recorded $46.5 million more in impairment charges associated with Properties classified as held-for-sale than we did in the nine months ended September 30, 2007.

Offsetting the increase to FFO was a $3.3 million decline in lease termination income. We also recorded $841,000 less in recovery contributions which primarily resulted from the reconciliation of our 2006 recovery estimates that were recorded in the second quarter of 2007. We also recorded $750,000 more in discontinued development costs. This increase was related to the write-off of costs due to a reduction in the scope of our development project in Surprise, Arizona.

Results of Operations – Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006

Revenues

Total revenues increased $1.1 million or 1.5% for the three months ended September 30, 2007 compared to the same period last year. Minimum rents increased $761,000 and other revenues increased $295,000. Offsetting these increases was a decline in tenant reimbursements of $62,000.

Minimum rents

Minimum rents increased 1.6%, or $761,000, for the three months ended September 30, 2007 compared to the same period last year. Base rental income was $1.5 million higher for the three months ended September 30, 2007 compared to the same period ended September 30, 2006. This increase is attributable to our overall increase in occupancy. Offsetting this growth was a decrease in termination income of $769,000 for the three months ended September 30, 2007 compared to the same period ended September 30, 2006.

Tenant reimbursements

Tenant reimbursements reflect a decrease of 0.3%, or $62,000, for the three months ended September 30, 2007 compared to the same period ended September 30, 2006.

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Other revenues

Other revenues increased 6.6%, or $295,000, for the three months ended September 30, 2007 compared to the three months ended September 30, 2006. Components of other revenue are shown below (in thousands):

	For the Three Months Ended September 30,
	2007		2006		Inc. (Dec.)
Licensing agreement income	$	2,129	$	2,317	$	(188	)
Outparcel sales		235		-		235
Sponsorship income		410		248		162
Management fees		648		626		22
Other		1,320		1,256		64
Total	$	4,742	$	4,447	$	295

Expenses

Total expenses decreased by $19,000 for the three months ended September 30, 2007 compared to the three months ended September 30, 2006. Real estate taxes and property operating expenses decreased $19,000, and other operating expenses decreased $555,000. Offsetting these decreases to expenses was an increase in the provision for doubtful accounts of $15,000, an increase in depreciation and amortization of $237,000 and an increase in general and administrative expenses of $303,000.

Real estate taxes and property operating expenses

Real estate taxes and property operating expenses decreased 0.1%, or $19,000, for the three months ended September 30, 2007 compared to the same period last year. Real estate taxes decreased $465,000, or 5.4%. These decreases can be attributed to successful real estate tax appeals. Property operating expenses increased $446,000, or 2.8% for the three months ended September 30, 2007, compared to the same period last year.  This increase is primarily related to property insurance costs.

Provision for doubtful accounts

The provision for doubtful accounts increased 1.4%, or $15,000, for the three months ended September 30, 2007 compared to the same period in the previous year.  The provision represented 1.5% of our revenues in 2007 and 2006. We have recorded a total provision for doubtful accounts (including discontinued operations) of $1.7 million for the three months ended September 30, 2007 and 2006.

Other operating expenses

Other operating expenses were $1.4 million for the three months ended September 30, 2007 compared to $2.0 million for the corresponding period in 2006. The decrease is primarily due to reduced consulting and professional fees at our Properties.

General and administrative

General and administrative expense was $3.8 million and represented 5.1% of total revenues for the three months ended September 30, 2007 compared to $3.5 million and 4.7% of total revenues for the corresponding period in 2006.  The increase primarily relates to the salary merit increases for employees and the compensation expense associated with the new performance share plan for senior management implemented in March 2007.

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Interest expense/capitalized interest

Interest expense increased 3.6%, or $0.8 million for the three months ended September 30, 2007.  The summary below identifies the increase by its various components (dollars in thousands).

	For the Three Months Ended September 30,
	2007			2006			Inc. (Dec.)
Average loan balance (continuing operations)	$	1,421,249		$	1,377,844		$	43,405
Average rate		6.35	%		6.22	%		0.13	%
Total interest	$	22,562		$	21,425		$	1,137
Amortization of loan fees		490			475			15
Capitalized interest and other, net		(929	)		(548	)		(381	)
Interest expense	$	22,123		$	21,352		$	771

The increase in the “Average loan balance” category was primarily a result of the funding of capital improvements and the Company’s redevelopment program.  The variance in “Capitalized interest and other, net” was primarily due to a higher level of construction and redevelopment activity compared to the corresponding period in the prior year.

Equity in income of unconsolidated entities, net

Net income available from joint ventures was $316,000 and $475,000 for the three months ended September 30, 2007 and 2006, respectively.  The net 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.

The reconciliation of the net income from the joint ventures to FFO for these Properties is shown below (in thousands).

	For the Three Months Ended September 30,
	2007		2006
Net income available from joint ventures	$	316	$	475
Add back:
Real estate depreciation and amortization		2,148		1,917
Funds from operations	$	2,464	$	2,392
Pro-rata share of joint venture funds from operations	$	1,281	$	1,244

Discontinued Operations

Status of Planned Sale of Non-Strategic Assets

In the second quarter of 2006, we announced our plan to sell five non-strategic mall assets as part of our capital recycling program.   In the first nine months of 2007, we sold three of these malls and sold the fourth Mall on October 1, 2007.  In the second quarter of 2007, we listed two of our Community Center Properties for sale.  Below is a discussion of each of these seven assets.

· Montgomery Mall (Montgomery, Alabama) – the Company sold this Property for approximately $4.5 million in May 2007.

· University Mall (Tampa, Florida) – the Company sold this asset for approximately $144.7 million on July 20, 2007.

· Almeda Mall (Houston, Texas) – the Company sold this asset for approximately $40.0 million on July 27, 2007.

· Northwest Mall  (Houston, Texas) – the Company sold this asset for approximately $19.0 million on October 1, 2007.

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· Eastland Mall (Charlotte, North Carolina) – the Company remains committed to sell this Property.

· Knox Village Square (Mount Vernon, Ohio) – the Company commenced marketing this Community Center Property for sale in the second quarter of 2007.

· Ohio River Plaza (Gallipolis, Ohio) – the Company commenced marketing this Community Center Property for sale in the second quarter of 2007.

Discussion of Income from Discontinued Operations

During the third quarter ended September 30, 2007, we sold two Mall properties for a net gain of $48.8 million.  At September 30, 2007, we had four Properties classified as held-for-sale, one of which was sold in October 2007.  These four Properties consisted of the two remaining Mall Properties we listed for sale during 2006 and two Community Centers.  During the third quarter ended September 30, 2006, we sold two Community Centers for no gain or loss.

Income from discontinued operations, exclusive of the gain on the sale of assets, for the three months ended September 30, 2007 was $1.0 million as compared to $2.2 million for the same period ended September 30, 2006. Revenues for the discontinued operations were $5.4 million and $11.1 million for the three months ended September 30, 2007 and 2006, respectively.

Results of Operations – Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Revenues

Total revenues increased 0.5%, or $1.0 million, for the nine months ended September 30, 2007 compared to the same period last year. Percentage rent, tenant reimbursements and other revenue increased $586,000, $355,000 and $416,000, respectively. Offsetting these positive increases was a decrease in minimum rents of  $341,000.

Minimum rents

Minimum rents decreased 0.2%, or $341,000 for the nine months ended September 30, 2007 compared to the same period last year. Termination income decreased by $2.7 million for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006. During the same time period, straight line rents decreased by  $637,000. This was offset by an increase in minimum base rents of $3.0 million for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006.

Tenant reimbursements

Tenant reimbursements reflect an increase of 0.5%, or $355,000, for the nine months ended September 30, 2007 compared to the same period in 2006. The increase primarily relates to increases in reimbursable expenses.

Other revenues

Other revenues increased 3.2%, or $416,000, for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006. Components of other revenue are shown below (in thousands):

	For the Nine Months Ended September 30,
	2007		2006		Inc. (Dec.)
Licensing agreement income	$	6,071	$	6,602	$	(531	)
Outparcel sales		1,235		320		915
Sponsorship income		922		657		265
Management fees		1,514		1,726		(212	)
Other		3,833		3,854		(21	)
Total	$	13,575	$	13,159	$	416

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Expenses

Total expenses increased 2.8%, or $4.1 million, for the nine months ended September 30, 2007 compared to the same period in the prior year. Real estate taxes and property operating expenses increased $1.2 million, other operating expenses increased $296,000, depreciation and amortization increased $1.6 million and general and administrative expenses increased $1.2 million. Offsetting these increases was a reduction to the provision for doubtful accounts of $280,000.

Property operating expenses and real estate taxes

Property operating expenses increased $1.3 million, or 2.8% for the nine months ended September 30, 2007. Insurance expense increased $1.1 million as a result of increased insurance premiums for property and casualty insurance across all Properties, with the most significant increases occurring at Westshore Plaza, Dayton Mall and The Mall at Fairfield Commons.

Real estate tax expense decreased $66,000 or 0.3%, for the nine months ended September 30, 2007 compared to the same period last year.

Provision for doubtful accounts

The provision for doubtful accounts was $2.9 million for the nine months ended September 30, 2007 and $3.2 million for the corresponding period in 2006. The provision represents 1.3% of revenues in 2007 and 1.4% of revenues in 2006 (related to our continuing operations), respectively. We have recorded a total provision for doubtful accounts (including discontinued operations) of $4.5 million in 2007 and $4.3 million in 2006.

Other operating expenses

Other operating expenses were $5.8 million for the nine months ended September 30, 2007 compared to $5.5 million for the corresponding period in 2006. The increase is primarily due to a write-off of expense related to a development in Surprise, Arizona during June of 2007.

General and administrative

General and administrative expense was $12.4 million and represented 5.6% of total revenues for the nine months ended September 30, 2007 compared to $11.1 million and 5.0% of total revenues for the corresponding period in 2006.  The increase in expense primarily relates to merit increases for employees, the compensation expense associated with the new performance share plan for senior management implemented in March 2007 and higher professional fees attributable to third party consultation relating to new proxy disclosure requirements.

Interest expense/capitalized interest

Interest expense increased 9.3%, or $5.8 million for the nine months ended September 30, 2007.  The summary below identifies the increase by its various components (dollars in thousands).

	For the Nine Months Ended September 30,
	2007			2006			Inc. (Dec.)
Average loan balance (continuing operations)	$	1,481,354		$	1,356,315		$	125,039
Average rate		6.22	%		6.19	%		0.03	%
Total interest	$	69,105		$	62,967		$	6,138
Amortization of loan fees		1,469			1,538			(69	)
Capitalized interest and other, net		(2,200	)		(1,940	)		(260	)
Interest expense	$	68,374		$	62,565		$	5,809

The increase in the “Average loan balance” was primarily the result of the funding of capital improvements and the Company’s redevelopment program.  The variance in “Capitalized interest and other, net” was primarily due to a higher level of construction and redevelopment activity compared to the corresponding period in the prior year.

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Equity in income of unconsolidated entities, net

Net income available from joint ventures was $3.0 million compared to $2.1 million for the nine months ended September 30, 2007 and 2006, respectively.  The net income results primarily from our investment in the ORC Venture. The increase in net income was driven primarily by increased recovery rates and adjustments to the receivables related to the 2006 tenant reimbursement reconciliations recorded in the second quarter of 2007.

The reconciliation of the net income from the joint ventures to FFO for these Properties is shown below (in thousands).

	For the Nine Months Ended September 30,
	2007		2006
Net income available from joint ventures	$	2,993	$	2,114
Add back :
Real estate depreciation and amortization		6,562		6,530
Funds from operations	$	9,555	$	8,644
Pro-rata share of joint venture funds from operations	$	4,970	$	4,495

Discussion of Income from Discontinued Operations

During the nine months ended September 30, 2007, three Mall Properties were sold for a net gain of $47.3 million.  At September 30, 2007, we had four Properties classified as held-for-sale, one of which was sold on October 1, 2007.  These four Properties consisted of the two remaining Mall Properties we listed for sale last year and two Community Centers.  The two Community Centers we listed for sale in the second quarter of 2007 were Ohio River Plaza and Knox Village Square. During the nine months ended September 30, 2006, we sold seven Community Center Properties for a net gain of $1.7 million.

Income from discontinued operations, exclusive of gain or loss on the sale of Properties, was $5.3 million and a loss of $(43.4) million for the nine months ended September 30, 2007 and 2006, respectively. The primary factor resulting in the higher income is a reduction in the amount of impairment charges. Impairment charges were $2.4 million and $48.8 million for the nine months ended September 30, 2007 and 2006, respectively.

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 primarily be met with cash flows provided by operations.

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.

At September 30, 2007, the Company’s total-debt-to-total-market capitalization was 55.6%, compared to 55.3% at December 31, 2006.  We are working to maintain this ratio in the mid-fifty percent range.  We expect to utilize the proceeds from future asset sales to reduce our outstanding debt.

The total-debt-to-total-market capitalization is calculated below (dollars, shares and OP Units in thousands, except for stock price):

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	September 30, 2007			December 31, 2006
Stock Price (end of period)	$	23.50		$	26.71
Market Capitalization Ratio:
Common Shares outstanding		37,674			36,776
OP Units outstanding		2,996			2,996
Total Common Shares and OP Units outstanding at end of period		40,670			39,772
Market capitalization – Common Shares outstanding	$	885,339		$	982,287
Market capitalization – OP Units outstanding		70,406			80,023
Market capitalization – Preferred Shares		210,000			210,000
Total debt (end of period)		1,460,089			1,576,886
Total market capitalization	$	2,625,834		$	2,849,196
Total debt/total market capitalization		55.6	%		55.3	%
Total debt/total market capitalization including pro-rata share of joint venture		56.6	%		56.3	%

Capital Resource Availability

As part of the ORC Venture, ORC has committed $200 million for acquisitions of certain other mall and anchored lifestyle retail properties that GPLP offers to the ORC Venture in addition to the Puente acquisition, its initial acquisition. The ORC Venture utilized $11.3 million of the $200 million to acquire Tulsa from GPLP and $188.7 million remains available. The properties to be acquired by the ORC Venture will be operated by us under separate management agreements. Under these agreements, we will be entitled to management fees, leasing commissions and other compensation including an asset management fee and acquisition fees based upon the purchase price paid for each acquired property.

On March 24, 2004, we filed a universal shelf registration statement with the SEC. This registration statement permits us to engage in offerings of debt securities, preferred and common shares, warrants, rights to purchase our common shares, purchase contracts and any combination of the foregoing. The registration statement was declared effective on April 6, 2004.  The amount of securities registered was $400 million, all of which is currently available for future offerings.

Discussion of Consolidated Cash Flows

For the nine months ended September 30, 2007

Net cash provided by operating activities was $69.5 million for the nine months ended September 30, 2007.

Net cash provided from investing activities was $95.3 million for the nine months ended September 30, 2007. During the first nine months, three Properties were sold.  Receipts from the sale of malls were $185.1 million. Outparcel sales during this time brought in an additional $1.2 million.  Offsetting these increases were expenditures of $74.3 on our investment in real estate.  Of this amount, $26.3 million was spent constructing additional GLA primarily at The Mall of Johnson City, Dayton Mall and Northtown Mall.  We also spent $11.6 million on renovations with no incremental GLA, primarily at Lloyd Center.  Furthermore, we spent $14.2 million to re-tenant existing space.  We also purchased two anchor stores from Macy’s, Inc. for approximately $8.5 million.  These two anchor stores are at Polaris Fashion Place in Columbus, Ohio and Eastland Mall (OH) and support our re-development plans at these Properties.  The remaining amounts were spent on operational capital expenditures.  We also invested $9.6 million relating to development of projects in joint ventures.  The majority of this was spent to fund Puente’s ongoing renovation program. Lastly, a deposit of $3 million was made on the purchase of Merritt Square Mall.

Net cash used in financing activities was $171.9 million for the nine months ended September 30, 2007. During the first nine months we repaid $71.2 million of principal on existing mortgage debt.  This includes debt extinguished in connection with the sale of Montgomery Mall, in the amount of $25.0 million, and Almeda Mall (SAN Mall), in the amount of $32.7 million.  We also paid $70.8 million in dividend distributions to holders of our Common Shares, OP Units and preferred shares.  During the nine months ended September 30, 2007, we repaid $45.6 million on our Credit Facility. Offsetting these decreases to cash, we received $15.6 million from the exercise of stock options.

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For the nine months ended September 30, 2006

Net cash provided by operating activities was $74.5 million for the nine months ended September 30, 2006.

Net cash used in investing activities was $73.8 million for the nine months ended September 30, 2006. On January 17, 2006, we purchased Tulsa, a 927,000 square foot enclosed regional mall located in Tulsa, Oklahoma for $55.7 million in cash. This Property was wholly owned until March 14, 2006 when we received $11.3 million upon transfer of this Property to the ORC Venture. We invested $49.1 million towards our investment in real estate. Of this amount, $22.1 million was spent on constructing additional GLA and interior renovations, primarily at the Dayton Mall, Eastland Mall (OH), Northtown Mall and Lloyd Center. We also spent $15.5 million on tenant improvements to re-tenant existing spaces and $1.1 million primarily to acquire additional land at River Valley Mall. The remaining amounts were spent on operational capital expenditures. During September 2006, we paid $1.9 million to enter into a joint venture in Surprise, Arizona to develop an approximately 24,755 square foot retail development. Offsetting this was the receipt of $24.7 million in connection with the sale of seven non-strategic Community Center assets.

Net cash used in financing activities was $1.3 million for the nine months ended September 30, 2006. During 2006, we received $125.3 million from the issuance of new mortgage debt. This increase was driven by the $35.0 million mortgage associated with the purchase of Tulsa and $90.0 million of new mortgage debt associated with the refinancings of Weberstown Mall and The Great Mall of the Great Plains (“Great Mall”). Offsetting these increases to cash were principal payments of $70.3 million. During the first nine months of 2006, we repaid $49.0 million of mortgage debt associated with Great Mall and Weberstown Mall as well as normal principal payments. We also repaid $7.7 million of mortgage debt associated with Properties sold during the nine months ended September 30, 2006. Lastly, we paid $70.3 million in distributions to holders of our Common Shares, OP Units, and preferred shares.

Financing Activity - Consolidated

Total debt decreased by $116.8 million during the first nine months of 2007.  The change in outstanding borrowings is summarized as follows (in thousands):
 

	Mortgage			Notes			Total
	Notes			Payable			Debt
December 31, 2006	$	1,304,886		$	272,000		$	1,576,886
Repayment of debt		(57,748	)		-			(57,748	)
Debt amortization payments in 2007		(13,127	)		-			(13,127	)
Amortization of fair value adjustment		(322	)		-			(322	)
Net payments, Credit Facility		-			(45,600	)		(45,600	)
September 30, 2007	$	1,233,689		$	226,400		$	1,460,089

During the first nine months of 2007, we decreased our net borrowings under our Credit Facility and made recurring principal payments on our fixed rate debt. We also paid off $25 million of variable rate debt associated with Montgomery Mall and $33 million of fixed rate debt associated with Almeda and Northwest Malls (SAN Mall). These payments were primarily funded through proceeds from asset sales.

At September 30, 2007, our mortgage notes payable were collateralized with first mortgage liens on 20 Properties having a net book value of $1,386.1 million.  We also owned 5 unencumbered Properties and other corporate assets having a net book value of $173.8 million at that date.

One of our loans has multiple Properties as collateral with cross-default provisions.  Certain of our loans are subject to guarantees and financial covenants.  Under the cross-default provisions, a default under a single mortgage that is cross collateralized may constitute a default under all of the mortgages in the pool of such a cross-collateralized loans and could lead to acceleration of the indebtedness on all Properties under such loan.  Properties that are subject to cross-default provisions relate to the Morgantown Mall Associates LP loan having a total net book value of $41.0 million, and represent one Community Center and one Mall.

Financing Activity – Joint Ventures

Within the ORC Venture, the total debt decreased by $1.0 million during the first nine months of 2007.  The change in outstanding borrowings is summarized as follows (in thousands):

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	Mortgage			GRT Share
	Notes			(52%)
December 31, 2006	$	122,099		$	63,492
Debt amortization payments in 2007		(1,108	)		(576	)
Amortization of fair value adjustment		146			76
September 30, 2007	$	121,137		$	62,992

At September 30, 2007, the mortgage notes payable were collateralized with first mortgage liens on two Properties having a net book value of $249.6 million.

We also had joint venture interests in two unencumbered real estate parcels connected with our developments in Surprise and Scottsdale, Arizona, having a net book value of $11.1 million at September 30, 2007.

Contractual Obligations and Commercial Commitments

Contractual Obligations

Long-term debt obligations are shown including both scheduled interest and principal payments.  The nature of the obligations is disclosed in the notes to the consolidated financial statements.

At September 30, 2007, we had the following obligations relating to dividend distributions.  In the third quarter of 2007, the Company declared distributions of  $0.4808 per Common Share ($19.6 million), to be paid during the fourth quarter of 2007.  The Series F Cumulative Preferred Shares of Beneficial Interest (“Series F Preferred Shares”) and Series G Cumulative Preferred Shares of Beneficial Interest (“Series G Preferred Shares”) are not required to be redeemed and therefore, the dividends on those shares may be paid in perpetuity.  However, as the Series F Preferred Shares are redeemable at our option on or after August 25, 2008, the obligation for the dividends for the Series F Preferred Shares are included in the contractual obligations through that date.  Also, as the Series G Preferred Shares are redeemable at our option on or after February 23, 2009, the obligation for the dividends for the Series G Preferred Shares are also included in the contractual obligations through that date.  The total dividend obligation for the Series F Preferred Shares and Series G Preferred Shares is $6.0 million and $20.0 million, respectively.

Capital lease obligations are for security equipment, phone systems and generators at the various Properties and are included in accounts payable and accrued expenses in the consolidated balance sheet.  Operating lease obligations are for office space, ground leases, phone systems, office equipment, computer equipment and other miscellaneous items.  The obligation for these leases at September 30, 2007 was $1.3 million.

At September 30, 2007, there were approximately 3.0 million OP Units outstanding.  These OP Units are redeemable, at the option of the holders, beginning on the first anniversary of their issuance.  The redemption price for an OP Unit shall be, at the option of GPLP, payable in the following form and amount: (a) cash at a price equal to the fair market value of one Common Share of the Company or (b) Common Shares at the exchange ratio of one share for each OP Unit.  The fair value of the OP Units outstanding at September 30, 2007 was $71.3 million based upon a per unit value of $23.79 at September 30, 2007 (based upon a five-day average of the Common Stock price from September 21, 2007 to September 27, 2007).

At September 30, 2007, we had executed leases committing to $15.0 million in tenant allowances. The leases will generate gross rents that approximate $96.1 million over the original lease terms.

Other purchase obligations relate to commitments to vendors related to various matters such as development contractors and other miscellaneous commitments as well as a contract to purchase various land parcels for a development project. These obligations totaled $6.4 million at September 30, 2007.

Commercial Commitments

The Credit Facility terms are discussed in Note 7 to the consolidated financial statements included in this Form 10-Q.  We have a stand-by letter of credit in the amount of $150,000 for utility deposits with respect to The Great Mall of The Great Plains.

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Pro-rata share of joint venture obligations

In the second quarter of 2006, the Company announced the Scottsdale Venture, a joint venture between GPLP and WC Kierland Crossing, LLC, an affiliate of The Wolff Company.  The parties will conduct the operations of the Scottsdale Venture through a limited liability company (“LLC Co.”) of which GPLP is the managing member.  LLC Co. will coordinate and manage the construction of the Scottsdale development, an approximately 650,000 square foot premium retail and office complex to be developed in Scottsdale, Arizona.  GPLP has made an initial capital contribution of approximately $10.3 million to LLC Co. and holds a 50% interest in LLC Co.  Upon completion of the Scottsdale development, LLC Co. will own and operate (on land subject to a ground lease, the landlord of which is an affiliate of The Wolff Company, under which LLC Co. is the tenant) the Scottsdale development.  Related to the Scottsdale Venture, the Company and LLC Co. have the following commitments:

o Letter of Credit:  LLC Co. has provided a letter of credit in the amount of $20 million to serve as security for the completion of construction at the Scottsdale development.  LLC Co. shall maintain the letter of credit until substantial completion of the construction of the Scottsdale development occurs.

o Lease Payment:  LLC Co. shall make rent payments under a ground lease executed as part of the Scottsdale Venture.  The initial base rent under the ground lease is $5.2 million per year during the first year of the lease term and shall be periodically increased 1.5% to 2% during the lease term until the fortieth year of the lease term and marked to market thereafter (“Base Rent”).  LLC Co. has provided the landlord with a security deposit consisting of a portfolio of U.S. government securities valued at approximately $19 million (the “Deposit”) which will be used: i) to make Base Rent payments under the ground lease for the first forty-seven months of the ground lease’s initial term, and ii) as security for LLC Co.’s performance under the ground lease. After the first forty-seven months of the ground lease’s initial term, any remaining portion of the Deposit shall be returned to LLC Co.  A portion of GPLP’s capital contribution will be used to fund its pro rata share of LLC Co.’s payments under the ground lease.

o Property Purchase:  LLC Co. will purchase certain retail units consisting of approximately 82,000 square feet in a condominium to be built as a part of the Scottsdale development at a price of $181 per square foot.

Off-Balance Sheet Commitments

We have no off-balance sheet arrangements  (as defined in Item 303 of Regulation S-K).

Capital Expenditures

We plan capital expenditures by considering various factors such as:  return on investment, our five-year capital plan for major facility expenditures such as roof and parking lot improvements, tenant construction allowances based upon the economics of the lease terms and cash available for making such expenditures.  We categorize capital expenditures into two broad categories, first-generation and second-generation expenditures.  The first-generation expenditures relate to incremental revenues associated with new developments or creation of new GLA at our existing Properties.  Second-generation expenditures are those expenditures associated with maintaining the current income stream and are generally expenditures made to maintain the Properties and to replace tenants for spaces that had been previously occupied.  Capital expenditures are generally accumulated into a project and classified as “developments in progress” on the consolidated balance sheet until such time as the project is completed.  At the time the project is complete, the dollars are transferred to the appropriate category on the balance sheet and are depreciated on a straight-line basis over the useful life of the asset.

We plan to invest up to $60.0 million in redevelopment and development activity in 2007.  We also plan to invest a total of $22.0 million in property capital expenditures for operational needs, tenant improvements and renovations in 2007.  In the first nine months of 2007 for our consolidated assets, we spent $34.8 million for redevelopment activities, $11.6 million for renovations, $14.2 million for tenant improvements, and $3.5 million for operational needs.  In the first nine months of 2007 our proportionate share of capital expenditures for our joint venture properties was $2.8 million on development, $6.0 million on renovations and $0.8 million on other capital items.

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Expansions and Renovations

We maintain a strategy of selective expansions and renovations in order to improve the operating performance and the competitive position of our existing portfolio.  We also engage in an active redevelopment program with the objective of attracting innovative retailers, which we believe will enhance the operating performance of the Properties.

Malls

The redevelopment project at Polaris Fashion Place (“Polaris”), located in Columbus, Ohio, centers around replacement of a former Kauffman’s anchor store, which we purchased from Macy’s, Inc. in the second quarter of 2007.   Construction has already commenced on the 160,000 square foot open-air addition.  We are targeting a holiday opening in 2008 and expect to generate close to an 8% return on our $44 million investment.

We purchased the former Macy’s space at Eastland Mall in Columbus, Ohio.  We will be moving JCPenney into their new prototype on this parcel with plans to backfill the JCPenney’s current space on center court with in-line stores.

We have redevelopment plans for The Mall at Johnson City in Johnson City, Tennessee.  A new Dick’s Sporting Goods store opened in September 2007.  Additionally, a store remodeling and the addition of approximately 35,000 square feet to the JCPenney anchor store is underway.

At Ashland Town Center, JCPenney plans to move into their new prototype on the former Wal-Mart parcel.  We will be looking to backfill their current space with either several big box type retailers or another fashion department store.

At Northtown Mall, we have reached an agreement in principle to bring a Herberger’s department store to the Mall in the final available anchor space at the center.  The addition of Herberger’s, a fashion anchor, in this market is a significant step forward for the center. We also signed a lease with LA Fitness and expect to build a new junior anchor store at Northtown Mall for this tenant.

Developments

One of our objectives is to enhance portfolio quality by developing new retail properties.  Our management team has developed over 100 retail properties nationwide and has significant experience in all phases of the development process including site selection, zoning, design, pre-development leasing, construction financing and construction management.

Our Scottsdale development will be an approximately 650,000 square foot complex consisting of approximately 380,000 square feet of retail space with approximately 270,000 square feet of additional office space constructed above the retail units.  We plan to invest approximately $255 million in this project through our Scottsdale Venture.  The stabilized return is expected to yield 8%.  The Scottsdale Venture has retained a third party company to lease the office portion of the complex.  Our Scottsdale development will be adjacent to a hotel and residential complex that will be developed independently by affiliates of The Wolff Company, an affiliate of which is our joint venture partner in this development.  Once completed, we anticipate that the Scottsdale development will be a dynamic, outdoor urban environment featuring sophisticated architectural design, comfortable pedestrian plazas, a grand central park space, and a variety of upscale shopping, dining and entertainment options.

The Scottsdale Venture entered into a long-term ground lease for property on which the project will be constructed.  We own a 50% interest in the Scottsdale Venture and will operate and lease the retail portion of the project under a separate management agreement.

Our Surprise Venture will be developing a new retail site in Surprise, Arizona (northwest of Phoenix).  This five-acre development will consist of approximately 24,755 square feet of new retail space.

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Portfolio Data

The table below reflects sales per square foot (“Sales PSF”) for those tenants reporting sales for the twelve-month period ended September 30, 2007.  The “Same Store” percentage change is based on those tenants reporting sales for the twenty-four month period ended September 30, 2007.

	Wholly Owned					Total Mall Properties
	Mall Properties					Including joint venture
	Average		Same Store			Average		Same Store
	Sales PSF		% Change			Sales PSF		% Change
Anchors		$144		1.0	%		$144		1.3	%
Stores (1)		$364		0.4	%		$359		0.5	%
Total		$240		(0.8	)%		$238		(0.6	)%

(1) Sales PSF for Mall Stores 10,000 square feet or less excluding outparcel and licensing agreement sales.

As we continue to upgrade our tenant mix, we believe the regional mall portfolio will deliver solid performance in the areas of sales productivity and rents.  Average Mall store sales for our wholly owned properties for the twelve months ended September 30, 2007 were $364 per square foot, a 0.8% improvement from the $361 per square foot reported for the twelve months ended September 30, 2006.  Comparable stores sales, which include only those stores open for the twelve months ended September 30, 2007 and the same period of 2006, were also positive with a 0.4% increase.

Average Mall store sales for wholly-owned Malls, excluding the four Malls that are held-for-sale, were $368 per square foot for the twelve months ended September 30, 2007.

Portfolio occupancy statistics by property type are summarized below:

	Occupancy (1)
	9/30/07	6/30/07	3/31/07	12/31/06	9/30/06
Wholly-owned Malls:
Mall Anchors	94.1%	95.1%	93.6%	93.9%	94.2%
Mall Stores	91.6%	90.5%	89.2%	91.7%	89.0%
Total Mall Portfolio	93.2%	93.5%	92.0%	93.1%	92.3%
Wholly-owned Comparable Malls:
Mall Anchors	94.1%	94.6%	94.1%	94.6%	94.9%
Mall Stores	91.6%	90.3%	90.9%	93.4%	90.6%
Total Consolidated Mall Portfolio	93.2%	93.0%	93.0%	94.2%	93.3%
Mall Portfolio including Joint Ventures:
Mall Anchors	94.6%	95.4%	94.1%	94.3%	94.6%
Mall Stores	91.3%	90.3%	89.1%	91.5%	88.6%
Total Mall Portfolio	93.4%	93.6%	92.3%	93.3%	92.4%
Mall Portfolio including Joint Ventures Comparable:
Mall Anchors	94.6%	94.9%	94.5%	95.0%	95.2%
Mall Stores	91.3%	90.0%	90.7%	93.0%	90.0%
Total Mall Portfolio	93.4%	93.2%	93.2%	94.3%	93.3%
Wholly-owned Community Centers:
Community Center Anchors	81.1%	81.1%	81.1%	81.1%	70.6%
Community Center Stores	86.1%	86.8%	85.5%	85.2%	85.2%
Total Community Center Portfolio	82.4%	82.6%	82.2%	82.2%	74.2%

(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.

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Malls

Comparable mall store occupancy for our wholly-owned Malls increased to 91.6% at September 30, 2007 from 90.6% at September 30, 2006.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure is interest rate risk.  We use interest rate protection agreements to manage interest rate risks associated with long-term, floating rate debt.  At September 30, 2007, approximately 89.3% of our debt, after giving effect to interest rate protection agreements, bore interest at fixed rates with a weighted-average maturity of 5.1 years and a weighted-average interest rate of approximately 6.2%.  At December 31, 2006, approximately 85.6% of our debt, after giving effect to interest rate protection agreements, bore interest at fixed rates with a weighted-average maturity of 5.7 years, and a weighted-average interest rate of approximately 6.3%.  The remainder of our debt at September 30, 2007 and December 31, 2006 bears interest at variable rates with weighted-average interest rates of approximately 6.4% and 6.6%, respectively.

At September 30, 2007 and December 31, 2006, the fair value of our debt (excluding our Credit Facility) was $1,225.9 million and $1,282.0 million, respectively, compared to its carrying amounts of $1,233.7 million and $1,304.9 million, respectively.  Our combined future earnings, cash flows and fair values relating to financial instruments are dependent upon prevalent market rates of interest, primarily LIBOR.  Based upon consolidated indebtedness and interest rates at September 30, 2007 and 2006, a 100 basis point increase in the market rates of interest would decrease future earnings and cash flows by $0.4 million and $0.4 million, respectively, for the quarter.  Also, the fair value of our debt would decrease by approximately $48.5 million and $54.3 million, at September 30, 2007 and December 31, 2006, respectively.  A 100 basis point decrease in the market rates of interest would increase future earnings and cash flows by $0.4 million and $0.4 million, for the quarter ended September 30, 2007 and 2006, respectively, and increase the fair value of our debt by approximately $51.4 million and $57.8 million, at September 30, 2007 and December 31, 2006, respectively.  We have entered into certain swap agreements which impact this analysis at certain LIBOR rate levels (see Note 8 to the consolidated financial statements included in this Form 10-Q).

Item 4.   Controls and Procedures

(a) Disclosure Controls and Procedures.  The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.  The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported accurately and on a timely basis in the Company’s periodic reports filed with the SEC.  Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective to provide reasonable assurance.  Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

(b) Changes in Internal Controls Over Financial Reporting.  There were no changes in our internal controls over financial reporting during the third fiscal quarter of 2007 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in lawsuits, claims and proceedings, which arise in the ordinary course of business.  The Company is not presently involved in any material litigation.  In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies,” the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

ITEM 1A. RISK FACTORS

There are no material changes to any of the risk factors as previously disclosed in Item 1A. to Part I of GRT’s Form 10-K for the fiscal year ended December 31, 2006.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

10.112 Membership Interest Purchase and Sale Agreement, dated as of July 19, 2007, by and between Thor Urban Operating Fund, L.P. and Glimcher Properties Limited Partnership, as amended.

10.113 Amendment to Membership Interest Purchase and Sale Agreement, dated as of August 6, 2007, between Thor Urban Operating Fund, L.P. and Glimcher Properties Limited Partnership.

10.114 Assignment and Assumption of Membership Interests, dated as of October 9, 2007, between Thor Urban Operating Fund, L.P. and Glimcher Properties Limited Partnership.

10.115 Guaranty of Insurance Deductible, dated as of October 9, 2007, by Thor MS, LLC, Thor Merritt Square, LLC, Glimcher Properties Limited Partnership and LaSalle Bank National Associations, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-IQ11.

10.116 Consent Agreement, dated as of October 9, 2007, by and among LaSalle Bank National Associations, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-IQ11, Thor MS, LLC, Thor Merritt Square, LLC, Glimcher MS, LLC, Glimcher Merritt Square, LLC, Thor Urban Operating Fund, L.P., and Glimcher Properties Limited Partnership.

10.117 Substitution of Guarantor, dated as of October 9, 2007, by Glimcher Properties Limited Partnership, Thor Urban Operating Fund, L.P., and LaSalle Bank Associations, as trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-IQ11.

10.118 Amendment No. 1 to the Employment and Consulting Agreement, dated as of July 25, 2007, by and between Glimcher Realty Trust, Glimcher Properties Limited Partnership, and Herbert Glimcher.

31.1 Certification of the Company’s CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Company’s CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the Company’s CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of the Company’s CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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 thereunto duly authorized.

GLIMCHER REALTY TRUST
By:	/s/ Michael P. Glimcher
	Michael P. Glimcher, Chairman and Chief Executive Officer (Principal Executive Officer)

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

Dated:  October 26, 2007

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