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 June 30, 1997
OR
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission file number: 0-28354
Great Lakes REIT, Inc.
(Exact name of Registrant as specified in its Charter)
Maryland 36-3844714
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
60523 823 Commerce Drive, Suite 300, Oak Brook, IL
(Zip Code) (Address of principal executive offices)
(630) 368 - 2900
(Registrant's telephone number, including area code)
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
Number of shares of the registrant's common stock, $.01 par value, outstanding
as of August 12, 1997: 15,542,048
<PAGE>
Great Lakes REIT, Inc.
Index to Form 10-Q
June 30, 1997
Page Number
Part I - Financial Information
Item 1. Financial Statements (unaudited):
Consolidated Balance Sheets
as of June 30, 1997
and December 31, 1996 4
Consolidated Statements of Income
for the three months
ended June 30, 1997 and 1996 5
Consolidated Statement of Income
for the six months
ended June 30, 1997 and 1996 6
Consolidated Statement of Changes
in Stockholders' Equity
for the six months ended June 30, 1997 7
Consolidated Statements of Cash flows
for the six months
ended June 30, 1997 and 1996 8
Notes to Consolidated Financial Statements 9
Item 2. Management Discussion and Analysis of
Results of Operations and Financial
Condition 10
Part II - Other Information
Item 2. Changes in Securities
Item 6. Exhibits and Reports on Form 8-K 13
<PAGE>
<TABLE>
<CAPTION>
Great Lakes REIT, Inc.
Consolidated Balance Sheets June 30, December 31,
1997 1996
Assets
<S> <C> <C>
Properties:
Land $33,092,947 $31,529,000
Buildings, improvements, and equipment 169,083,593 157,902,629
---------------------------------------
202,176,540 189,431,629
Less accumulated depreciation 8,116,344 5,309,666
---------------------------------------
194,060,196 184,121,963
Cash and cash equivalents 10,019,886 1,688,173
Real estate tax escrows 285,723 1,065,182
Rents receivable 2,992,409 2,130,935
Deferred financing and leasing costs, net of accumulated amortization 2,701,515 2,976,902
Goodwill, net of accumulated amortization 1,395,968 1,433,194
Other assets 567,313 732,533
---------------------------------------
Total assets $212,023,010 $194,148,882
=======================================
Liabilities and Stockholders' Equity
Bank loan payable $63,802,368
Mortgage loans payable $5,516,138 17,073,979
Bonds payable 5,030,000 5,235,000
Accounts payable and accrued liabilities 4,400,719 4,153,800
Accrued real estate taxes 5,354,918 5,423,160
Prepaid rent 2,295,539 1,170,101
Security deposits 725,657 695,570
---------------------------------------
Total liabilities 23,322,971 97,553,978
---------------------------------------
Minority interests 312,650
---------------------------------------
Preferred stock ($0.01 par value, 10,000,000 authorized; and 210,128 shares
issued in 1997 and 1996, respectively) 2,101
Common stock ($0.01 par value, 20,000,000 authorized; 15,563,832 and 155,638 88,323
8,832,268 shares issued in 1997 and 1996, respectively)
Paid-in-capital 193,226,241 98,096,085
Retained earnings (deficit) (3,038,953) 177,320
Employee stock loans (1,598,548) (1,247,351)
Deferred compensation (86,750) (251,335)
Treasury stock, at cost (21,784 shares) (270,239) (270,239)
---------------------------------------
Total stockholders' equity 188,387,389 96,594,904
---------------------------------------
Total liabilities and stockholders' equity $212,023,010 $194,148,882
=======================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
Great Lakes REIT, Inc.
Consolidated Statements of Income
Three Months Ended June 30,
--------------------------------------
1997 1996
<S> <C> <C>
Revenues:
Rental $8,418,631 $4,722,232
Reimbursements 2,446,722 1,178,452
Interest and other 208,697 26,598
--------------------------------------
Total revenues 11,074,050 5,927,282
--------------------------------------
Expenses:
Real estate taxes 1,838,993 1,036,744
Other property operating 2,726,908 1,498,454
General and administrative 744,737 562,207
Interest 1,320,527 981,459
Depreciation and amortization 2,139,154 909,044
--------------------------------------
Total expenses 8,770,319 4,987,908
--------------------------------------
Net income $2,303,731 $939,374
======================================
Earnings per common share and common share equivalent $0.18 $0.19
======================================
Weighted average number of common shares and
common share equivalents outstanding 12,482,805 4,848,197
======================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
Great Lakes REIT, Inc.
Consolidated Statements of Income
Six Months Ended June 30,
--------------------------------------
1997 1996
<S> <C> <C>
Revenues:
Rental $16,297,384 $9,102,484
Reimbursements 5,141,272 2,321,146
Interest and other 278,613 47,435
--------------------------------------
Total revenues 21,717,269 11,471,065
--------------------------------------
Expenses:
Real estate taxes 3,708,631 1,997,091
Other property operating 5,459,959 3,006,019
General and administrative 1,675,398 900,259
Interest 2,924,180 1,922,245
Depreciation and amortization 3,836,740 1,734,666
--------------------------------------
Total expenses 17,604,908 9,560,280
--------------------------------------
Net income $4,112,361 $1,910,785
======================================
Earnings per common share and common share equivalent $0.38 $0.41
======================================
Weighted average number of common shares and
common share equivalents outstanding 10,849,971 4,707,565
======================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
Great Lakes REIT, Inc.
Consolidated Statements of Changes in Stockholders' Equity
For the Six Months Ended June 30, 1997
Preferred Stock Common Stock
Shares Amount Shares Amount Paid in
Outstanding Outstanding Capital
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at 1/1/97 210,128 $2,101 8,810,484 $88,323 $98,096,085
Net proceeds from the sale
of common stock (210,128) (2,101) 6,555,000 65,550 92,974,768
Exercise of stock options 58,430 584 620,821
Net income
Distributions / dividends
($0.30 per share)
Issuance of shares for
property acquisitions 118,134 1,181 1,534,567
Amortization of deferred compensation
-------------------------------------------------------------------------------------------------
Balance at 6/30/97 0 $0 15,542,048 $155,638 $193,226,241
=================================================================================================
Great Lakes REIT, Inc.
Consolidated Statements of Changes in Stockholders' Equity
For the Six Months Ended June 30, 1997
Retained Total
Earnings Employee Deferred Treasury Stockholders'
(Deficit) Stock Loans Compensation Stock Equity
Balance at 1/1/97 $177,320 ($1,247,351) ($251,335) ($270,239) $96,594,904
Net proceeds from the sale
of common stock 93,038,217
Exercise of stock options (351,197) 270,208
Net income 4,112,361 4,112,361
Distributions / dividends
($0.30 per share) (7,328,634) (7,328,634)
Issuance of shares for
property acquisitions 1,535,748
Amortization of deferred compensation 164,585 164,585
-------------------------------------------------------------------------------------------------
Balance at 6/30/97 ($3,038,953) ($1,598,548) ($86,750) ($270,239) $188,387,389
=================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
Great Lakes REIT, Inc.
Consolidated Statements of Cash Flows
Six Months Ended June 30,
--------------------------------------
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $4,112,361 $1,910,785
Adjustments to reconcile net income to cash
flows from operating activities
Depreciation and amortization 3,836,740 1,734,666
Amortization of deferred compensation 164,585 76,222
Net changes in assets and liabilities:
Rents receivable (863,193) 493,911
Real estate tax escrows 797,854 222,349
Other assets 169,290 (43,303)
Accounts payable and accrued expenses 165,386 1,668,768
Accrued real estate taxes (68,243) 38,048
Payment of deferred leasing costs (453,136) (611,793)
Other liabilities 1,237,058 (465,801)
--------------------------------------
Net cash provided by operating activities 9,098,702 5,023,852
--------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of properties (5,096,122) (7,399,198)
Additions to buildings, improvements and equipment (2,900,895) (1,743,775)
Decrease (increase) in earnest money deposits 875,000
Acquisition of advisor (435,154)
--------------------------------------
Net cash used by investing activities (7,997,017) (8,703,127)
--------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock in initial public offering 101,602,500
Payment of stock offering costs (8,564,283)
Proceeds from exercise of stock options 270,208 1,697,829
Proceeds from bank and mortgage loans payable 10,800,000 4,749,220
Distributions / dividends (7,328,634) (2,794,662)
Payment of bank and mortgage loans and bonds (89,333,683) (498,702)
Payment of deferred financing costs (216,080) (449,457)
--------------------------------------
Net cash provided by financing activities 7,230,028 2,704,228
--------------------------------------
Net increase (decrease) in cash and cash equivalents 8,331,713 (975,047)
Cash and cash equivalents, beginning of year 1,688,173 1,302,728
--------------------------------------
Cash and cash equivalents, end of quarter $10,019,886 $327,681
======================================
Supplemental disclosure of cash flow:
Interest paid $2,859,030 $1,744,957
======================================
Non cash financing transactions:
Issuance of common stock for acquisition of Advisor $1,350,000
===================
Restricted stock awards $480,000
===================
Employee stock loans $351,197
===================
Issuance of shares and units to acquire properties $1,848,398
===================
Mortgages and loans assumed to acquire properties $2,989,415
===================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
Great Lakes REIT, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all information
and footnotes necessary for a fair presentation of financial position, results
of operations and cash flows in conformity with generally accepted accounting
principles. These statements should be read in conjunction with the Company's
most recent year-end audited financial statements. In the opinion of management,
the financial statements contain all adjustments (which are normal and
recurring) necessary for a fair statement of financial results for the interim
periods. For further information, refer to the consolidated financial statements
and notes thereto included in the Company's Form 10-K for the year ended
December 31, 1996.
2. Properties Acquired in 1997
On February 10, 1997, the Company acquired Court Office Center, a 15,000 square
foot office building in Markham, Illinois for a total acquisition cost of
$1,180,012.
On February 10, 1997, the Company acquired 1675 Holmes Road, a 101,286 square
foot industrial building in Elgin, Illinois for a total acquisition cost of
$3,925,987. A portion of the acquisition cost is represented by the issuance of
limited partnership units in the Company's previously wholly-owned operating
partnership which results in the recording of minority interests in the
accompanying consolidated balance sheet.
On April 18, 1997, the Company acquired a 53,353 square foot building located in
Brookfield, Wisconsin for a total acquisition cost of $4,950,000.
3. Pro forma Financial Statements
As described in the Company's Form 10-K for the year ended December 31, 1996, on
April 1, 1996 the Company acquired all of the outstanding shares of Equity
Partners Ltd ("the Advisor") in exchange for 100,000 shares of its common stock.
The following unaudited pro forma summary presents the results of operations of
the Company as if the acquisition of the Advisor, the Company's private equity
offering in 1996 of common and preferred stock, and its May 1997 initial public
offering, and the property acquisitions and dispositions in 1997 and 1996 had
occurred at the beginning of 1996, after giving effect to certain adjustments,
including increased depreciation and decreased interest expense. The unaudited
pro forma summary information does not necessarily reflect the results of
operations as they would have been if the Company had entered into these
transactions on January 1, 1996.
<PAGE>
Six months Six months
ended ended
June 30, 1997 June 30, 1996
Revenues $22,051,000 $19,423,000
Net income $6,831,000 $6,555,000
Earnings per common
share and common
share equivalent $0.44 $0.42
4. Earnings per Share
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share", which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method it currently
uses to compute earnings per share and to restate all prior periods. Under the
new requirements for calculating primary earnings per share, the dilutive effect
of stock options will be excluded. The impact of Statement No. 128 is not
expected to be material.
5. Stock Options
On February 25, 1997, the Company granted options to purchase 1,000,000 shares
of the Company's common stock to certain employees. Fifty percent of these
options vest upon the approval of the plan by shareholders, and 50% vest the
earlier of August 1998 or upon a change in control of the Company. These options
are exercisable for 10 years from the date of grant and have an exercise price
of $16 per share.
6. Financing Activities
On May 1, 1997, the Company retired three mortgage loans secured by its
Northbrook, Illinois, Wood Dale, Illinois, and 1011 Touhy Avenue, Des Plaines,
Illinois properties. These loan were retired with amounts drawn under its bank
lines of credit. The total refinancing was approximately $7.4 million.
On May 13, 1997, the Company completed an initial public offering of its common
shares. The Company sold 5.7 million shares of common stock at the price of
$15.50 per share. Net proceeds to the Company were approximately $81.0 million,
substantially all of which was used to repay its bank lines of credit and other
indebtedness including certain mortgage debt on the Company's properties. With
the completion of the initial public offering, the outstanding preferred stock
was cancelled.
On May 14, 1997 the Company was notified by the underwriters of the Company's
public offering completed May 13, 1997, that the underwriters were exercising
their right to purchase an additional
<PAGE>
855,000 shares of the Company's common stock at the price of $15.50 per share.
The purchase of the additional 855,000 shares closed May 15, 1997. The net
proceeds to the Company from such sale totaled approximately $12.4 million.
On May 13, 1997, the Company repaid its bank lines of credit with the proceeds
from the Company's initial public offering. The amount repaid was approximately
$76.6 million.
On May 14, 1997, the Company repaid a mortgage loan in an amount of
approximately $3 million secured by its One Hawthorn Place, Vernon Hills,
Illinois property. On May 15, 1997, the Company repaid two mortgage loans
aggregating approximately $2.3 million secured by its Park Place VII, Milwaukee,
Wisconsin and Arlington Heights, Illinois properties.
On May 20, 1997, the Company repaid the mortgage loan in an amount of
approximately $800,000 secured by its Bloomington, Minnesota property.
<PAGE>
ITEM 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
The following is a discussion and analysis of the consolidated financial
condition and results of operations for the quarter and six months ended June
30, 1997. The following should be read in conjunction with the consolidated
financial statements and related notes appearing elsewhere herein and the
consolidated financial statements and related notes contained in the 1996 Form
10-K.
Overview
Great Lakes REIT, Inc. (the Company) a Maryland corporation, was formed on June
22, 1992 to invest in income-producing real property. The principal business of
the Company is the ownership, management, leasing, renovation, and acquisition
of suburban office and light industrial properties located within a 500 mile
radius of Chicago. At June 30, 1997, the Company owned and operated 28
properties located in suburban areas of Chicago, Detroit, Milwaukee, Cincinnati,
Columbus and Minneapolis. The Company leases office and industrial space to over
300 tenants in a variety of businesses.
The Company has expanded its real estate portfolio through the acquisition of
suburban office and office/service center properties. The Company has financed
its growth by the issuance of additional shares of its common stock and by
issuing short and long-term mortgage notes payable that are secured by its
property assets. Growth in net income and funds from operations (FFO) for the
three and six months ended June 30, 1997 as compared to June 30, 1996 has been
due to a combination of improved operations of the Company's properties and the
inclusion of the operating results of properties acquired in 1996 and 1997 from
the dates of their respective acquisitions.
Three months ended June 30, 1997
In analyzing the operating results for the quarter ended June 30, 1997 the
changes in rental income, real estate taxes and property operating expenses,
from 1996 are due principally to three factors: (1) the addition of operating
results from properties acquired during 1997; (2) the addition of a full quarter
of operating results in 1997 from properties acquired in 1996 as compared to the
partial quarter of operating results from the dates of their respective
acquisitions in 1996, and (3) improved operations of properties during 1997 as
compared to 1996.
The Company acquired one investment property in the second quarter of 1997. The
operating results of this property have been included in the Company's financial
statements from the date of its acquisition. In 1996, the Company acquired 10
properties, and in 1997 a full quarter of operations of these properties has
been included in the Company's financial statements.
<PAGE>
A summary of these changes as they impact rental income, real estate taxes, and
property operating expenses follows:
<TABLE>
<CAPTION>
Rental and Real estate Property
reimbursement taxes operating
income expenses
<S> <C> <C> <C>
Increase due to inclusion
of results of properties
acquired in 1996 $4,715,000 $814,000 $1,125,000
Increase due to 1997 acquisitions 359,000 52,000 68,000
Property dispositions in 1996 (527,000) (58,000) (120,000)
Improved operations in 1997
compared to 1996 418,000 (6,000) 155,000
---------- ------- --------
Total increase in 1997 $4,965,000 $802,000 $1,228,000
========== ======== ==========
</TABLE>
Interest expense during the quarter ended June 30, 1997 increased by $339,000 as
the Company had increased amounts of long and short-term indebtedness
outstanding in 1997. This debt was used to finance the acquisition of properties
acquired in 1996 and 1997.
General and administrative expenses increased by $183,000 due to increases in
the amortization of deferred compensation ($89,000), and increased compensation
expense in 1997 as compared to 1996 ($94,000).
Depreciation and amortization increased in 1997 by $1,230,000 as the Company
incurred these expenses on 28 properties in 1997 as compared to 16 properties in
1996.
Six months ended June 30, 1997
In analyzing the operating results for the six months ended June 30, 1997 of the
Company, the changes in rental income, real estate taxes and property operating
expenses, from 1996 are due principally to three factors: (1) the addition of
operating results from properties acquired during 1997; (2) the addition of a
full six months of operating results in 1997 from properties acquired in 1996 as
compared to the partial period of operating results from the dates of their
respective acquisitions in 1996; and (3) improved operations of properties
during 1997 as compared to 1996.
During the six months ended June 30, 1997, the Company acquired three new
investment properties. The operating results of these properties have been
included in the Company's financial statements from the date of their
acquisitions. In 1996, the Company acquired 10 properties, and in 1997 a full
six months of operations of these properties has been included in the Company's
financial statements.
<PAGE>
A summary of these changes as they impact rental income, real estate taxes, and
property operating expenses follows:
<TABLE>
<CAPTION>
Rental and Property
Reimbursement Real Estate Operating
Income Taxes Expenses
<S> <C> <C> <C>
Increase due to inclusion
of results of properties
acquired in 1996 $9,688,000 $1,631,000 $2,404,000
Increase due to 1997 acquisitions 453,000 70,000 89,000
Property dispositions in 1996 (1,039,000) (87,000) (240,000)
Improved operations in 1997
compared to 1996 913,000 98,000 201,000
------- ------ -------
Total increase in 1997 $10,015,000 $1,712,000 $2,454,000
=========== ========== ==========
</TABLE>
Interest expense during the six months ended June 30, 1997 increased by
$1,002,000 as the Company had increased amounts of long and short-term
indebtedness outstanding in 1997. This indebtedness was used to finance the
acquisition of properties acquired in 1996 and 1997.
General and administrative expenses increased by $775,000 due to increases in
the amortization of deferred compensation ($164,000), professional fees related
to certain employee matters ($62,000), increased legal and audit fees ($79,000),
increased costs associated with the implementation of a performance based
compensation system in 1997 compared to the outside advisory fees paid in 1996
($274,000) and an increase in the size of the Company ($196,000).
Depreciation and amortization increased in 1997 by $2,102,000 as the Company
incurred these expenses on 28 properties in 1997 as compared to 16 properties in
1996.
Liquidity and Capital Resources
Cash and cash equivalents as of June 30, 1997 were $10,020,000, an increase of
$8,332,000 as compared to December 31, 1996. The increase is primarily due to
increased cash flow from operating activities in 1997 as compared to 1996 and
increased net cash provided by financing activities in 1997 as compared to 1996.
The Company expects to meet its short-term liquidity requirements generally
through its working capital and net cash provided by operating activities. The
Company considers its cash provided by operating activities to be adequate to
meet operating requirements and to fund the payment of dividends in order to
comply with certain federal income tax requirements applicable to real estate
investment trusts (REITs).
The Company expects to meet its long-term liquidity requirements (such as
scheduled mortgage debt maturities, property acquisitions, and significant
capital improvements) by long-term collateralized
<PAGE>
and uncollateralized borrowings and the issuance of debt or additional equity
securities in the Company. The Company completed an initial public offering of
its common shares in May 1997. The net proceeds of approximately $93.4 million
were used to repay its bank lines of credit, for repayment of other indebtedness
(including certain mortgage debt secured by certain of the Company's
properties), and for working capital. The Company expects to borrow on its bank
line of credit to acquire additional investment properties in 1997.
Funds from Operations (FFO)
The White Paper on Funds From Operations approved by the Board of Governors of
the National Association of Real Estate Investment Trusts ("NAREIT") in March
1995 (the "White Paper") defines FFO as net income (loss) (computed in
accordance with generally accepted accounting principles), excluding gains or
losses from debt restructuring and sales of property, plus real estate
depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures. Management considers FFO an appropriate measure
of performance of an equity REIT because it is predicated on cash flow analyses.
The Company computes FFO in accordance with standards established by the White
Paper (except for the amortization of deferred compensation related to
restricted stock awards issued in connection with the Merger) which may differ
from the methodology for calculating FFO utilized by other equity REITs and
accordingly, may not be comparable to other such REITs. FFO should not be
considered as an alternative to net income (determined in accordance with
generally accepted accounting principles) as an indicator of the Company's
financial performance or to cash flow from operating activities (determined in
accordance with generally accepted accounting principles) as a measure of the
Company's liquidity, nor is it indicative of funds available to fund the
Company's cash needs, including its ability to make distributions. FFO for the
three months ended June 30, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Net income $ 2,303,731 $ 939,374
Depreciation and amortization 1,663,955 869,263
Loan prepayment costs 644,189 ----
------- ----
FFO $4,611,875 $1,808,637
========== ==========
FFO for the six months ended June 30, 1997 and 1996 is as follows:
1997 1996
---- ----
Net income $4,112,361 $1,910,785
Depreciation and amortization 3,218,973 1,594,126
Loan prepayment costs 644,189 ----
------- ----
FFO $7,975,523 $3,504,911
========== ==========
</TABLE>
Forward-Looking Statements
Certain Statements in this document constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Acts of 1934,
<PAGE>
and the Company intends that such "forward-looking statements" be subject to the
safe harbors created thereby. The words "believe", "expect" and "anticipate" and
similar expressions identify forward-looking statements. These forward-looking
statements reflect the Company's current views with respect to future events and
financial performance, but are subject to many uncertainties and factors
relating to the Company's operations and business environment that may cause the
actual results of the Company to be materially different from any future results
expressed or implied by such forward-looking statements. Examples of such
uncertainties include, but are not limited to, changes in interest rates,
increased competition for acquisition of new properties, unanticipated expenses
and delays in acquiring properties or increasing occupancy rates and regional
economic and business conditions.
<PAGE>
Part II Other Information
Item 2. Changes in Securities
During the quarter ended June 30, 1997, the Company issued 33,123 shares of
common stock pursuant to the exercise of outstanding stock options with an
aggregate exercise price of $362,998. These shares were issued to employees
pursuant to the exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Act") provided by Section 4(2) of the Act.
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K: There were no reports on Form 8-K filed
during the quarter ended June 30, 1997.
(b) Exhibits
Exhibit
Number Description of Document
10.18 Form of Change in Control Agreement between Company and Mr. Hunt
(Incorporated by reference from the Company's Registration
Statement on Form 10/A filed with the SEC on January 9, 1997 (the
"Form 10/A")
10.18.1 Form of Amendment No. 1 to Great Lakes REIT, Inc. Change in
Control Agreement between the Company and Mr. Hunt incorporated by
reference from Form 10-Q filed with the SEC for the quarter ended
March 31, 1997.
27.1 Financial Data Schedule
<PAGE>
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.
Great Lakes REIT, Inc.
(Registrant)
Date: August 12, 1997 /s/ James Hicks
Senior Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000889905
<NAME> GREAT LAKES REIT, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 10,019,886
<SECURITIES> 0
<RECEIVABLES> 2,992,409
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16,290,427
<PP&E> 202,176,540
<DEPRECIATION> 8,116,344
<TOTAL-ASSETS> 212,023,010
<CURRENT-LIABILITIES> 12,776,833
<BONDS> 10,546,138
0
0
<COMMON> 155,638
<OTHER-SE> 188,231,751
<TOTAL-LIABILITY-AND-EQUITY> 212,023,010
<SALES> 21,438,656
<TOTAL-REVENUES> 21,717,269
<CGS> 0
<TOTAL-COSTS> 14,680,728
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,924,180
<INCOME-PRETAX> 4,112,361
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,112,361
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,112,361
<EPS-PRIMARY> .38
<EPS-DILUTED> .38
</TABLE>
