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 March 31, 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 organization)
823 Commerce Drive, Suite 300, Oak Brook, IL 60521
(Address of principal executive offices) (Zip Code)
(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 common shares outstanding at May 15,1997 15,527,522
<PAGE>
Great Lakes REIT, Inc.
Index to Form 10-Q
March 31, 1997
Page Number
Part I - Financial Information
Item 1. Financial Statements (unaudited):
Consolidated Balance Sheets
as of March 31, 1997
and December 31, 1996 4
Consolidated Statements of Income
for the three months
ended March 31, 1997 and 1996 5
Consolidated Statement of Changes
in Stockholders' Equity
for the three months ended
March 31, 1997 6
Consolidated Statements of Cash flows
for the three months
ended March 31, 1997 and 1996 8
Notes to Consolidated Financial Statements 9
Item 2. Management Discussion and Analysis of Results of
Operations and Financial Condition 11
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 14
<PAGE>
Part I Financial Information
Item 1. Financial Statements
<TABLE>
Great Lakes REIT, Inc.
Consolidated Balance Sheets
(unaudited)
<CAPTION>
March 31, 1997 December 31, 1996
----------------------------------
<S> <C> <C>
Assets
Properties:
Land $32,492,947 $31,529,000
Buildings, improvements, and
equipment 163,501,694 157,902,629
---------------------------------------
195,994,641 189,431,629
Less accumulated depreciation 6,693,954 5,309,666
---------------------------------------
189,300,687 184,121,963
Cash and cash equivalents 1,219,373 1,688,173
Real estate tax escrows 959,796 1,065,182
Rents receivable 2,403,336 2,130,935
Deferred financing and leasing
costs, net of accumulated
amortization 3,108,087 2,976,902
Goodwill, net of accumulated
amortization 1,414,581 1,433,194
Other assets 1,169,625 732,533
---------------------------------------
Total Assets $199,575,485 $194,148,882
=======================================
Liabilities and Stockholders' Equity
Bank loan payable $63,802,368 $63,802,368
Mortgage loans payable 19,138,015 17,073,979
Bonds payable 5,235,000 5,235,000
Accounts payable and accrued
liabilities 4,265,751 4,153,800
Accrued real estate taxes 4,752,642 5,423,160
Prepaid rent 1,288,554 1,170,101
Security deposits 737,045 695,570
Distributions/dividends payable 2,666,018
---------------------------------------
Total liabilities 101,885,393 97,553,978
---------------------------------------
Minority interest 312,650
---------------------------------------
Preferred stock ($0.01 par value,
10,000,000 authorized;
210,128 issued) 2,101 2,101
Common stock ($0.01 par value,
20,000,000 authorized; 8,975,977
and 8,832,268 shares issued in 89,760 88,323
1997 and 1996 respectively)
Paid-in-capital 99,892,921 98,096,085
Retained earnings (deficit) (680,064) 177,320
Employee stock loans (1,481,924) (1,247,351)
Deferred compensation (175,113) (251,335)
Treasury stock, at cost (21,784
shares in 1997 and 1996,
respectively) (270,239) (270,239)
---------------------------------------
Total stockholders' equity 97,377,442 96,594,904
---------------------------------------
Total Liabilities and Stockholders'
Equity $199,575,485 $194,148,882
=======================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Consolidated Statements of Income (unaudited)
<CAPTION>
Three Months Ended March 31,
---------------------------------------
1997 1996
<S> <C> <C>
Revenues:
Rental $7,878,751 $4,374,731
Reimbursements 2,694,550 1,146,763
Interest and other 69,917 22,289
---------------------------------------
Total revenues 10,643,218 5,543,783
---------------------------------------
Expenses:
Real estate taxes 1,869,638 960,347
Other property operating 2,733,046 1,608,744
General and administrative 930,661 338,052
Interest 1,603,653 940,786
Depreciation and amortization 1,697,586 724,442
---------------------------------------
Total expenses 8,834,584 4,572,371
---------------------------------------
Net income $1,808,634 $971,412
=======================================
Earnings per common share and
common share equivalent $0.20 $0.21
=======================================
Weighted average number of common
shares and common share equivalents
outstanding 9,020,008 4,574,504
=======================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Consolidated Statements of Changes in Stockholders' Equity (unaudited)
For the Three Months Ended March 31, 1997
<CAPTION>
Preferred Stock Common Stock
Shares Amount Shares Amount Paid in
Outstanding Outstanding Capital
<S> <C> <C> <C> <C> <C>
Balance at 1/1/97 210,128 $2,101 8,810,484 $88,323 $98,096,085
Exercise of stock options 25,575 256 262,269
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 3/31/97 210,128 $2,101 8,954,193 $89,760 $99,892,921
=======================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Consolidated Statements of Changes in Stockholders' Equity (unaudited)
For the Three Months Ended March 31, 1997
<CAPTION>
Retained Total
Earnings Employee Deferred Treasury Stockholders'
(Deficit) Stock Loans Compensation Stock Equity
<S> <C> <C> <C> <C> <C>
Balance at 1/1/97 $177,320 ($1,247,351) ($251,335) ($270,239) $96,594,904
Exercise of stock options (234,573) 27,952
Net income 1,808,634 1,808,634
Distributions/ dividends
($0.30 per share) (2,666,018) (2,666,018)
Issuance of shares for
property acquisitions 1,535,748
Amortization of deferred compensation 76,222 76,222
-------------------------------------------------------------------------------------------
Balance at 3/31/97 ($680,064) ($1,481,924) ($175,113) ($270,239) $97,377,442
===========================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
Great Lakes REIT, Inc.
Consolidated Statements of Cash Flows (unaudited)
<CAPTION>
Three Months Ended March 31,
--------------------------------------
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $1,808,634 $971,412
Adjustments to reconcile net income to cash
flows from operating activities:
Depreciation and amortization 1,697,586 724,442
Amortization of deferred compensation 76,222
Net changes in assets and liabilities:
Rents receivable (276,436) 754,328
Real estate tax escrows 105,386 343,706
Other assets (385,025) (686,251)
Accounts payable and accrued expenses 326,961 582,748
Accrued real estate taxes (670,518) (329,849)
Payment of deferred leasing costs (248,083) (157,903)
Other liabilities (129,647) (250,602)
--------------------------------------
Net cash provided by operating activities 2,305,080 1,952,031
--------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of properties (134,557) (1,085,639)
Additions to buildings, improvements and equipment (1,590,644) (780,288)
Decrease (increase) in earnest money deposits (50,000) 850,000
--------------------------------------
Net cash used in investing activities (1,775,201) (1,015,927)
--------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options 27,952 288,797
Payment of bank and mortgage loans and bonds (850,813) (1,408,266)
Payment of deferred financing costs (175,818) (297,865)
--------------------------------------
Net cash used in financing activities (998,679) (1,417,334)
--------------------------------------
Net increase (decrease) in cash and cash equivalents (468,800) (481,230)
Cash and cash equivalents, beginning of year 1,688,173 1,302,728
--------------------------------------
Cash and cash equivalents, end of quarter $1,219,373 $821,498
======================================
Supplemental disclosure of cash flow:
Interest paid $1,444,131 $940,786
======================================
Non cash financing transactions:
Employee stock loans $234,573
===================
Issuance of shares to acquire properties $1,848,398
===================
Mortgage 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 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 consideration 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.
3. Pro forma Financial Statements
As fully 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 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 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
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.
Three months Three months
ended ended
March 31, 1997 March 31, 1996
Revenues $10,724,000 $9,368,000
Net income $1,823,000 $1,574,000
Earnings per common
share and common
share equivalent $0.20 $0.17
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 128 is not expected
to result in an increase in primary earnings per share for the quarters ended
March 31, 1997 and 1996. The impact of Statement 128 on the calculation of fully
diluted earnings per share for these quarters 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
have a term of 10 years and an exercise price of $16 per share.
6. Subsequent Events
On April 18, 1997, the Company acquired a 53,353 square foot building located in
Brookfield, Wisconsin for a total contract price of $4,950,000. A portion of the
purchase price was paid from the Company's bank line of credit.
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 loans were retired with amounts drawn under the
Company's bank lines of credit. The total refinancing was approximately $7.4
million.
On May 12, 1997, the Company closed an initial public offering of shares of
its common stock. 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 long-term debt.
On May 13, 1997 the Company was notified by the underwriters of the Company's
public offering completed May 12, 1997, that the underwriters were exercising
their right to purchase an additional 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 purchase
totaled approximately $12.4 million, and will be used for the repayment of
certain long-term debt, for the acquisition of additional properties, and for
working capital.
<PAGE>
ITEM 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
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 in the
Midwest. At March 31, 1997, the Company owned and operated 27 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 in the Midwest. 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 secured by its
property assets. Growth in net income and funds from operations (FFO) for the
three months ended March 31, 1997 as compared to March 31, 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 March 31, 1997
In analyzing the operating results for the quarter ended March 31, 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 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 two investment properties in the first quarter of 1997. 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 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:
Rental and Real estate Property
reimbursement taxes operating
income expenses
Increase due to inclusion
of results of properties
acquired in 1996 $4,976,000 $817,000 $1,212,000
Increase due to 1997 acquisitions 93,000 17,000 21,000
Property dispositions in 1996 (512,000) (29,000) (171,000)
Improved operations in 1997
compared to 1996 495,000 104,000 62,000
---------- ------- -------
Total increase in 1997 $5,052,000 $909,000 $1,124,000
========== ======== ==========
Interest expense during the quarter ended March 31, 1997 increased by $663,000
as the Company had greater amounts of long and short-term debt outstanding in
1997. This debt was used to finance the acquisition of properties acquired in
1996 and 1997.
General and administrative expenses increased by $593,000 due to the increases
in the amortization of deferred compensation ($76,000), professional fees
related to certain employee matters ($62,000), increased legal and audit fees
($79,000), implementation of a performance based compensation system in 1997
compared to the outside advisory fees paid in 1996 ($180,000) and an increase in
the size of the Company ($196,000).
Depreciation and amortization increased in 1997 by $973,000 as the Company
incurred these expenses on 27 properties in 1997 versus 16 properties in 1996.
Liquidity and Capital Resources
Cash and cash equivalents as of March 31, 1997 were $1,219,000, a decrease of
$469,000 as compared to December 31, 1996. The decline is primarily due to the
Company continuing use of cash and cash equivalents to invest in tenant and
other capital improvements at its properties.
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 accordance
with the REIT requirements under the Internal Revenue Code.
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 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 of 1997. The net proceeds of approximately $93.4 million were or will be
used to retire its bank lines of credit, certain long-term debt, for the
<PAGE>
acquisition of 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 March 31, 1997 and 1996 is as follows:
1997 1996
---- ----
Net income $1,808,634 $ 971,412
Depreciation and amortization 1,554,985 724,442
--------- -------
FFO $3,363,619 $1,695,854
========== ==========
Changes in Securities
During the quarter ended March 31, 1997, the Company issued 25,575 shares
of common stock pursuant to the exercise of outstanding stock options with
an aggregate exercise price of $262,525. These shares were issued to
employees pursuant to Rule 701 under the Securities Act of 1933 or Section
4(2) of the Securities Act of 1933.
<PAGE>
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
On January 3, 1997, the Company filed Form 8-K concerning the acquisition of
Centennial Center in Schaumburg, Illinois.
On January 14, 1997, the Company filed Form 8-K concerning the amendment of its
Master Revolving Credit Agreement with the First National Bank of Boston.
On February 26, 1997, the Company filed Form 8-K/A concerning its acquisition of
Court International II in St. Paul, Minnesota including required financial
statements.
On March 13, 1997, the Company filed Form 8-K/A concerning its acquisition of
Centennial Center in Schaumburg, Illinois including required financial
statements.
Exhibits
Exhibit
Number Description of Document
3.1 Articles of Incorporation of the Company dated June 22, 1992
(Incorporated by reference from the Company's Registration
Statement on Form 10 filed with the Securities and Exchange
Commission (the "SEC") on April 29, 1996 (the "Form 10")
3.3 Articles Supplementary of the Company dated August 20, 1996
(Incorporated by reference from the Company's Current Report
on Form 8-K dated August 28, 1996 (the "August 1996 8-K"))
3.4 Amended and restated Bylaws of the Company dated February 25,
1997 (Incorporated by reference from the Company's For S-11
as amended dated May 6, 1997 (the "Form S-11"))
4.1 Specimen of certificate representing shares of Common Stock
(Incorporated by reference from the Form 10)
10.1 Merger Agreement dated January 26, 1996 between the Company
and the Advisor (Incorporated by reference from the Form 10)
10.2 Amended and Restated Agreement of Limited Partnership of Great
Lakes REIT, L.P., dated December 19, 1996 (Incorporated by
reference from the Company's Current Report on Form 8-K dated
January 14, 1997 (the "January 1997 8-K"))
10.3 First Amendment to the Amended and Restated Agreement of
Limited Partnership of Great Lakes REIT, L.P., dated
February 6, 1997 (Incorporated by reference from the Form
S-11)
10.4 Offering Services Agreement dated August 15, 1995 between the
Company and the Advisor (Incorporated by reference from the
Form 10)
10.5 Managing Dealer & Wholesaling Agreement dated August 20, 1995
between the Company and Chauner Securities, Inc. (Incorporated
by reference from the Form 10)
<PAGE>
10.6 Agreement dated August 24, 1995 between the Company and EVEREN
Securities, Inc. regarding offering (Incorporated by reference
from the Form 10)
10.7 Indemnification Escrow Agreement dated April 1, 1996 between
the Company, Richard A. May, Richard L. Rasley, Tim A.
Grodrian, and American National Bank (Incorporated by
reference from the Form 10)
10.8.1 Restricted Stock Agreement dated April 1, 1996 between the
Company and Richard L. Rasley (Incorporated by reference from
the Form 10)
10.8.2 Restricted Stock Agreement dated April 1, 1996 between Great
Lakes REIT and James Hicks (Incorporated by reference from the
Form 10)
10.8.3 Restricted Stock Agreement dated April 1, 1996 between Great
Lakes REIT and Raymond Braun (Incorporated by reference from
the Form 10)
10.8.4 Restricted Stock Agreement dated April 1, 1996 between Great
Lakes REIT and Edith M. Scurto (Incorporated by reference from
the Form 10)
10.8.5 Restricted Stock Agreement dated April 1, 1996 between Great
Lakes REIT and Brett A. Brown (Incorporated by reference from
the Form 10)
10.8.6 Restricted Stock Agreement dated May 1, 1996 between the
Company and Raymond Braun (previously filed)
10.9 Agreement dated August 24, 1996 between the Company and
EVEREN Securities, Inc. regarding fairness opinion
(Incorporated by reference from the Form 10)
10.10 Stock Option Plan for Independent Directors and Brokers (the
"Directors Plan") dated July 2, 1992 as amended July 15, 1994
(Incorporated by reference from the Form 10)
10.11.1 Non-qualified Stock Option Certificated dated December 31,
1995 from the Company to Jon K. Haahr (Incorporated by
reference from the Form 10)
10.11.2 Non-qualified Stock Option Certificate dated December 31, 1995
from the Company to Wayne M. Janus (Incorporated by reference
from the Form 10)
10.11.3 Non-qualified Stock Option Certificate dated December 31, 1995
from the Company to Daniel E. Josephs (Incorporated by
reference from the Form 10)
10.11.4 Non-qualified Stock Option Certificate dated December 31, 1995
from the Company to Donald E. Phillips (Incorporated by
reference from the Form 10)
<PAGE>
10.11.5 Non-qualified Stock Option Certificate dated December 31, 1995
from the Company to Walter H. Teninga (Incorporated by
reference from the Form 10)
10.11.6 Non-qualified Stock Option Certificate dated December 31, 1995
from the Company to Richard A. May (Incorporated by reference
from the Form 10)
10.11.7 Non-qualified Stock Option Certificate dated December 31, 1995
from the Company to Richard L. Rasley (Incorporated by
reference from the Form 10)
10.11.8 Non-qualified Stock Option Certificate dated December 31, 1995
from the Company to Raymond M. Braun (Incorporated by
reference from the Form 10)
10.11.9 Non-qualified Stock Option Certificate dated December 31, 1995
from the Company to James Hicks (Incorporated by reference
from the Form 10)
10.11.10 Non-qualified Stock Option Certificate dated December 31, 1995
from the Company to Edith M. Scurto (Incorporated by reference
from the Form 10)
10.11.11 Non-qualified Stock Option Certificate dated December 31, 1995
from the Company to Brett A. Brown (Incorporated by reference
from the Form 10)
10.11.12 Form of Non-Qualified Stock Option Certificate for use in
connection with stock options issued pursuant to the Directors
Plan (Incorporated by reference from the Form 10)
10.12 Amended and Restated Secured Revolving Loan Agreement dated
September 28, 1994 between the Company and American National
Bank and Trust Company of Chicago (Incorporated by reference
from the Form 10)
10.13 First Amendment to Amended and Restated Secured Revolving Loan
Agreement dated September 29, 1995 between the Company and
American National Bank and Trust Company of Chicago
(Incorporated by reference from the Form 10)
10.14 Second Amendment to Amended and Restated Secured Revolving
Loan Agreement dated December 27, 1995 between the Company and
American National Bank and Trust Company of Chicago
(Incorporated by reference from the Form 10)
10.15 Revolving Note dated December 27, 1995 between the Company and
American National Bank and Trust Company of Chicago for
$25,000,000 (Incorporated by reference from the Form 10)
10.16 Stock Purchase Agreement dated as of August 20, 1996 by and
among the Company, Fortis Benefits Insurance Company, Morgan
Stanley Institutional Fund, Inc.-U.S. Real Estate Portfolio,
Morgan Stanley SICAV Subsidiary SA, Wellsford Karpf
Zarrilli Ventures, L.L.C., Logan, Inc. and Pension Trust
Account 104972 Held by Bankers Trust Company as Trustee
(Incorporated by reference from the August 1996 8-K)
<PAGE>
10.17 Registration Rights Agreement dated as of August 20, 1996 by
and among the Company, Fortis Benefits Insurance Company,
Morgan Stanley Institutional Fund, Inc.-U.S. Real Estate
Portfolio, Morgan Stanley SICAV Subsidiary SA, Wellsford Karpf
Zarrilli Ventures, L.L.C., Logan, Inc. and Pension Trust
Account 104972 Held by Bankers Trust Company as Trustee
(Incorporated by reference from the August 1996 8-K)
10.18 Form of Change in Control Agreement between Company and
Messrs. May, Rasley, Braun, Hicks and Mills (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 Messrs. May, Rasley,
Braun, Hicks, Mills and Brown and Ms. Scurto (Incorporated by
reference from the Form S-11)
10.19 Form of Change in Control Agreement between the Company and
Mr. Brown and Ms. Scurto (Incorporated by reference from the
Form 10/A)
10.20 1996 Incentive Stock Option Plan of the Company (Incorporated
by reference from the Form 10/A)
10.21 Form of Stock Option Agreement for use in connection with
incentive stock options issued pursuant to the 1996 Incentive
Stock Option Plan of the Company; Richard A. May, Richard L.
Rasley, James Hicks, Raymond Braun and Kim S. Mills entered
into agreements in 1006 that evidenced 32,000, 14,000, 12,000,
16,000 and 12,000 options, respectively under the 1996
Incentive Stock Option Plan effective September 24, 1996
(Incorporated by reference from the Form 10/A)
10.22 Limited Purpose Employee Loan Program of the Company
(Incorporated by reference from the Form 10/A)
10.23 Form of Limited Purpose Employee Loan Program Promissory Note
for use in connection with limited purpose employee loans
(Incorporated by reference from the Form 10/A)
10.24 Amended and Restated Revolving Credit Agreement (the "Amended
and Restated Revolving Credit Agreement") Dated as of December
27, 1996 among the Operating Partnership and the Company and
The First National Bank of Boston and Bank of America Illinois
and First Bank National Association and Other Banks Which May
Become Parties to the Agreement and The First National Bank of
Boston as Agent (Incorporated by reference from the January
1997 8-K)
10.25 Form of First Amendment to the Amended and Restated Revolving
<PAGE>
Credit Agreement dated as of March 1, 1997 (Incorporated by
reference from the Form S-11)
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)
May 15, 1997 /s/ James Hicks
Date James Hicks
Senior Vice President &
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,218,373
<SECURITIES> 0
<RECEIVABLES> 2,403,736
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,582,505
<PP&E> 195,994,641
<DEPRECIATION> 6,693,954
<TOTAL-ASSETS> 199,575,485
<CURRENT-LIABILITIES> 13,710,010
<BONDS> 88,175,383
0
2,101
<COMMON> 89,760
<OTHER-SE> 97,285,581
<TOTAL-LIABILITY-AND-EQUITY> 199,575,485
<SALES> 10,573,301
<TOTAL-REVENUES> 10,643,218
<CGS> 0
<TOTAL-COSTS> 7,230,931
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,603,653
<INCOME-PRETAX> 1,808,634
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,808,634
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,808,634
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
