<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
Quarterly Report Under Section 13 or 15(d)
of The Securities Exchange Act of 1934
Commission File Number 0-9086
For Quarter Ended November 30, 1996
-----------------
BANKERS BUILDING LAND TRUST
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Illinois 36-6067489
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
AMCORE Bank N.A., 501 Seventh Street
Rockford, Illinois 61104, Trustee
----------------------------------------
(Address of principal executive offices)
815-968-2241
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has 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
-- --
Page 1 of 8
<PAGE> 2
PART I - ITEM 1
---------------
BANKERS BUILDING LAND TRUST
BALANCE SHEETS
as of November 30, 1996 and May 31, 1996
----
<TABLE>
<CAPTION>
November 30, May 31,
ASSETS 1996 1996
------------- ---------
<S> <C> <C>
(Unaudited)
Cash $ 293,142 $ 149,995
Land subject to operating lease 4,250,000 4,250,000
---------- ----------
Total assets $4,543,142 $4,399,995
========== ==========
LIABILITIES and EQUITY
Due to certificate holders $ 88,750 $ 48,750
Deferred rental fees - 68,750
Advance from lessee 202,129 11,995
Accrued legal fees - 20,000
---------- ----------
290,879 146,495
---------- ----------
Certificates of beneficial interest,
5,000 units issued and outstanding 4,250,000 4,250,000
Retained earnings 2,263 500
---------- ----------
4,252,263 4,250,500
---------- ----------
Total liabilities and equity $4,543,142 $4,399,995
========== ==========
</TABLE>
The accompanying notes are an integral
part of the financial statements
Page 2 of 8
<PAGE> 3
BANKERS BUILDING LAND TRUST
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
for the three months and six months ended
November 30, 1996 and 1995
(Unaudited)
---
<TABLE>
<CAPTION>
For the three months For the six months
ended November 30, ended November 30,
---------------------- --------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues:
Rent $ 68,750 $ 68,750 $137,500 $137,500
Servicing fees 23,750 1,987 25,737 3,974
-------- -------- -------- --------
Total operating revenues 92,500 70,737 163,237 141,474
-------- -------- -------- --------
Operating expenses:
Trustee fees and expenses paid 1,987 1,987 3,974 3,974
-------- -------- -------- --------
Net income 90,513 68,750 159,263 137,500
-------- -------- -------- --------
Retained earnings, beginning of
period 500 500 500 500
-------- -------- -------- --------
91,013 69,250 139,763 138,000
-------- -------- -------- --------
Distributions to certificate holders 88,750 68,750 157,500 137,500
-------- -------- -------- --------
Retained earnings, end of period $ 2,263 $ 500 $ 2,263 $ 500
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
Page 3 of 8
<PAGE> 4
BANKERS BUILDING LAND TRUST
STATEMENTS OF CASH FLOWS
for the six months ended
November 30, 1996 and 1995
(Unaudited)
---
<TABLE>
1996 1995
----- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $159,263 $137,500
Adjustments to reconcile net income to
net cash used by operating activities:
Changes in assets and liabilities:
Increase (decrease) in advance from lessee 190,134 (2,808)
(Decrease) in deferred rental fees (68,750) -
Increase in other liabilities - 592
(Decrease) in accrued legal fees (20,000) -
-------- --------
Net cash provided by operating activities 260,647 135,284
Cash flows from financing activities:
Distributions to certificate holders (117,500) (137,500)
-------- --------
Net change in cash 143,147 (2,216)
Cash balance, beginning of period 149,995 79,335
-------- --------
Cash balance, end of period $293,142 $ 77,119
======== ========
</TABLE>
The accompanying notes are an integral
part of the financial statements.
Page 4 of 8
<PAGE> 5
BANKERS BUILDING LAND TRUST
NOTE TO FINANCIAL STATEMENTS
---
1. The balance sheet as of November 30, 1996, the statements of operations
for the three months and six months ended November 30, 1996 and 1995, and
the statements of cash flows for the six-month period ended November 30,
1996 and 1995, have been prepared without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results
of operations, and cash flows for all periods presented have been made.
The May 31, 1996 balance sheet was derived from audited financial
statements, but does not include all disclosures required by generally
accepted accounting principles.
Certain footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto
included in the May 31, 1996 annual report. The results of operations
for the period ended November 30, 1996 are not necessarily indicative
of the operating results for the full year.
2. During the second quarter of 1997 and in connection with the bankruptcy
of the former lessee of the land, the ownership of the building located on
the land owned by the Trust was transferred to the lessee's lender in
satisfaction of the lessee's mortgage. In addition, the Trust has entered
into an agreement with the new building owner to sell as one entity the
land owned by the Trust and the building. In consideration for entering
into the agreement, the Trust received $250,000 in advances from the
owner. The owner assumed the lease of the land owned by the Trust.
Page 5 of 8
<PAGE> 6
BANKERS BUILDING LAND TRUST
FINANCIAL REPORT
(COMPILED)
NOVEMBER 30, 1996
<PAGE> 7
CONTENTS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
INDEPENDENT ACCOUNTANT'S REPORT F-1
- --------------------------------------------------------------------------------
<S> <C>
FINANCIAL STATEMENTS
Balance sheet F-2
Statements of operations and retained earnings F-3
Statements of cash flows F-4
Notes to financial statements F-5 - F-6
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 8
INDEPENDENT ACCOUNTANT'S REPORT
To the Trustee
Bankers Building Land Trust
Rockford, Illinois
We have compiled the accompanying balance sheet of Bankers Building Land Trust
as of November 30, 1996, and the related statements of operations and retained
earnings and cash flows for the three months ended November 30, 1996, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting information that is the representation
of management in the form of financial statements. We have not audited or
reviewed the accompanying 1996 financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.
The statements of operations and retained earnings and cash flows for the three
months ended November 30, 1995 of Bankers Building Land Trust were compiled by
other accountants whose report, dated December 29, 1995, stated that they did
not express an opinion or any other form of assurance on those statements.
/s/ MCGLADREY & PULLEN, LLP
Rockford, Illinois
January 2, 1997
<PAGE> 9
BANKERS BUILDING LAND TRUST
BALANCE SHEETS
NOVEMBER 30, 1996
SEE ACCOUNTANT'S REPORT
<TABLE>
<CAPTION>
- ----------------------------------------------------
ASSETS
<S> <C>
Cash $ 293,142
Land subject to operating lease 4,250,000
-----------
TOTAL ASSETS $ 4,543,142
===========
LIABILITIES AND EQUITY
Due to certificate holders $ 88,750
Advance from lessee 202,129
-----------
290,879
Certificates of beneficial interest
5,000 units issued and outstanding 4,250,000
Retained earnings 2,263
-----------
4,252,263
-----------
TOTAL LIABILITIES AND EQUITY $ 4,543,142
===========
</TABLE>
See Notes to Financial Statements.
F - 2
<PAGE> 10
BANKERS BUILDING LAND TRUST
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
THREE MONTHS ENDED NOVEMBER 30, 1996 AND 1995
SEE ACCOUNTANT'S REPORT
<TABLE>
<CAPTION>
1996 1995
- ------------------------------------------------------------------
<S> <C> <C>
Operating Revenues:
Rent $ 68,750 $ 68,750
Servicing fees 23,750 1,987
-----------------------
TOTAL OPERATING REVENUES 92,500 70,737
Operating Expenses:
Trustee fees and other expenses 1,987 1,987
-----------------------
NET INCOME 90,513 68,750
-----------------------
Retained earnings, beginning of period 500 500
Distributions to certificate holders 88,750 68,750
-----------------------
Retained earnings, end of period $ 2,263 $ 500
=======================
</TABLE>
See Notes to Financial Statements.
F - 3
<PAGE> 11
BANKERS BUILDING LAND TRUST
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED NOVEMBER 30, 1996 AND 1995
SEE ACCOUNTANT'S REPORT
<TABLE>
<CAPTION>
1996 1995
- ----------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 90,513 $ 68,750
Adjustments to reconcile net income to
net cash provided by operating activities:
Increase in advance from lessee 193,533 744
Increase in other liabilities - 248
(Decrease) in accrued legal fees (6,851) -
NET CASH PROVIDED BY OPERATING -------------------------
ACTIVITIES 277,195 69,742
-------------------------
Cash Flows From Financing Activities
Distributions to certificate holders, NET CASH
(USED IN) FINANCING ACTIVITIES (68,750) (68,750)
-------------------------
Increase in cash 208,445 992
Cash:
Beginning of period 84,697 76,127
-------------------------
End of period $ 293,142 $ 77,119
=========================
</TABLE>
See Notes to Financial Statements.
F - 4
<PAGE> 12
BANKERS BUILDING LAND TRUST
NOTES TO FINANCIAL STATEMENTS
SEE ACCOUNTANT'S REPORT
- --------------------------------------------------------------------------------
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of business: Bankers Building Land Trust is a trust organized under the
laws of the State of Illinois which is engaged in the single business activity
of holding title to certain land in Chicago, Illinois, collecting rent from the
lease of said land and disbursing the net proceeds to the holders of beneficial
interest certificates.
A summary of the Trust's significant accounting policies follows:
Accounting estimates: The preparation of financial statements requires
management to make estimates and assumptions that affect the reported amounts
in the financial statements and the accompanying notes. Actual results could
differ from those estimates.
Financial instruments: The Trust has no financial instruments for which the
carrying value differs materially from the fair value.
Land valuation: The land has been valued at its cost to the parties that
established the Trust in 1926 based upon information obtained from the records
of the Cook County Recorder.
Advance from lessee: This consists of advances received by the Trust to pay
for expenses which are due by the lessee.
Reclassification: Certain items have been reclassified in the 1995 financial
statements to be consistent with the presentation of the 1996 financial
statements.
NOTE 2. LEASE
The Trust is the lessor of approximately 22,300 square feet of land located on
the southwest corner of Clark and West Adams Streets in the central business
district of the City of Chicago. The lease commenced on June 1, 1926 and
expires on May 31, 2025. The annual rental, payable in quarterly installments
for the leased property is $275,000 plus fees and expenses of the trustee.
The following is a schedule by years of minimum future rentals on the lease as
of November 30, 1996:
<TABLE>
<CAPTION>
Year Ending November 30:
----------------------------
<S> <C>
1,997 $ 275,000
1,998 275,000
1,999 275,000
2,000 275,000
2,001 275,000
Later years 6,462,500
------------
Total minimum future rentals $ 7,837,500
============
</TABLE>
F - 5
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS
SEE ACCOUNTANT'S REPORT
- --------------------------------------------------------------------------------
NOTE 2. LEASE (CONTINUED)
The former lessee of the land transferred ownership of the building located on
the land in satisfaction of the lessee's mortgage. The new owner of the
building assumed the lease of the land owned by the Trust.
NOTE 3. INCOME TAXES
The Trust is considered a partnership for income tax purposes. The Trust has
been deemed to have made an election out of the partnership's provisions of the
Internal Revenue Code. Therefore, no partnership income tax returns are filed
on behalf of the trust. Distributions to certificate holders are taxable to
the certificate holders, and reported by means of an information return.
Accordingly, no provision for income taxes has been made in the financial
statements.
F - 6
<PAGE> 14
PART I - ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Due to the passive nature of the Registrant's activities, which generally
include only the collection of rent and the disbursements of these proceeds
less expenses to the certificate holders of the Registrant, there has been no
material variation in the Registrant's financial condition or results of
operations.
Page 6 of 8
<PAGE> 15
PART II - ITEM 6
Exhibits and reports on Form 8-K
(a) Exhibits - None.
(b) During the second quarter, a report on Form 8-K was filed September 20,
1996 notifying the SEC of transfer of the building in satisfaction of the
lessee's mortgage. In addition, the Trust entered into an agreement with
the lessee's lender to sell the land and the building as one entity.
Page 7 of 8
<PAGE> 16
SIGNATURES
<TABLE>
<S> <C>
Pursuant to the requirements of Date
----------------------------
the Securities Exchange Act of
Bankers Building Land Trust
1934, the Registrant has duly ---------------------------
caused this report to be signed By AMCORE Bank N.A., Trustee
-------------------------
on its behalf by the undersigned,
thereunto duly authorized.
By /s/ Patricia N. Fong
---------------------
Patricia N. Fong
Vice President
and Trust Officer
</TABLE>
Page 8 of 8
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1996
<PERIOD-END> NOV-30-1996
<EXCHANGE-RATE> 1
<CASH> 293,142
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,543,142
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,543,142
<SALES> 0
<TOTAL-REVENUES> 163,237
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 159,263
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
