-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OtNfBLUWik2z9aAefaT4961uXyKXC0+7CI9b6eQdq1q/BJuFHHnx18C9Dqu4N67f Ku7WcHbk05WkJZtRKEjS3w== 0000889905-97-000017.txt : 19970814 0000889905-97-000017.hdr.sgml : 19970814 ACCESSION NUMBER: 0000889905-97-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT LAKES REIT INC CENTRAL INDEX KEY: 0000889905 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 363844714 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12913 FILM NUMBER: 97657549 BUSINESS ADDRESS: STREET 1: 823 COMMERCE DRIVE SUITE 300 CITY: OAK BROOK STATE: IL ZIP: 60521-1226 BUSINESS PHONE: 7063682900 MAIL ADDRESS: STREET 1: 823 COMMERCE DRIVE STREET 2: SUITE 300 CITY: OAK BROOK STATE: IL ZIP: 60521 10-Q 1 FORM 10-Q FOR JUN-30-97 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 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
Great Lakes REIT, Inc. Consolidated Balance Sheets June 30, December 31, 1997 1996 Assets 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 =======================================
The accompanying notes are an integral part of these financial statements.
Great Lakes REIT, Inc. Consolidated Statements of Income Three Months Ended June 30, -------------------------------------- 1997 1996 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 ======================================
The accompanying notes are an integral part of these financial statements.
Great Lakes REIT, Inc. Consolidated Statements of Income Six Months Ended June 30, -------------------------------------- 1997 1996 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 ======================================
The accompanying notes are an integral part of these financial statements.
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 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 =================================================================================================
The accompanying notes are an integral part of these financial statements.
Great Lakes REIT, Inc. Consolidated Statements of Cash Flows Six Months Ended June 30, -------------------------------------- 1997 1996 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.
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. 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 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. 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. 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 $4,715,000 $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 ========== ======== ==========
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. A summary of these changes as they impact rental income, real estate taxes, and property operating expenses follows:
Rental and Property Reimbursement Real Estate Operating Income Taxes Expenses 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 =========== ========== ==========
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 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:
1997 1996 ---- ---- 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 ========== ==========
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, 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. 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 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) EX-27 2 ART. 5 FDS FOR 2ND QUARTER 10-Q
5 0000889905 GREAT LAKES REIT, INC. 3-MOS DEC-31-1997 JUN-30-1997 10,019,886 0 2,992,409 0 0 16,290,427 202,176,540 8,116,344 212,023,010 12,776,833 10,546,138 0 0 155,638 188,231,751 212,023,010 21,438,656 21,717,269 0 14,680,728 0 0 2,924,180 4,112,361 0 4,112,361 0 0 0 4,112,361 .38 .38
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