<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 August 31, 1997
---------------
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 August 31, 1997 and May 31, 1997
____
<TABLE>
<CAPTION>
August 31, May 31,
ASSETS 1997 1997
----------- ----------
<S> <C> <C>
(Unaudited)
Cash $ 278,708 $ 346,783
Land subject to operating lease 4,250,000 4,250,000
---------- ----------
Total assets $4,528,708 $4,596,783
========== ==========
LIABILITIES and EQUITY
Due to certificate holders $ 68,750 $ 68,750
Deferred rental fees - 72,500
Advance from lessee 196,523 196,523
---------- ----------
265,273 337,773
---------- ----------
Certificates of beneficial interest,
5,000 units issued and outstanding 4,250,000 4,250,000
Retained earnings 13,435 9,010
---------- ----------
4,263,435 4,259,010
---------- ----------
Total liabilities and equity $4,528,708 $4,596,783
========== ==========
</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-month periods ended
August 31, 1997 and 1996
(Unaudited)
____
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
Operating revenues:
Rent $68,750 $68,750
Servicing fees 3,750 1,987
Interest 2,662 -
------- -------
Total operating revenues 75,162 70,737
------- -------
Operating expenses:
Trustee fees and expenses paid 1,987 1,987
------- -------
Net income 73,175 68,750
Retained earnings, beginning of period 9,010 500
------- -------
82,185 69,250
Distributions to certificate holders 68,750 68,750
------- -------
Retained earnings, end of period $13,435 $ 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 three months ended
August 31, 1997 and 1996
(Unaudited)
____
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 73,175 $ 68,750
Adjustments to reconcile net income to
net cash used by operating activities:
Changes in assets and liabilities:
(Decrease) in advance from lessee - (3,399)
(Decrease) in deferred rental income (72,500) (68,750)
(Decrease) in accrued legal fees - (13,149)
-------- --------
Net cash used by operating activities 675 (16,548)
Cash flows from financing activities:
Distributions to certificate holders (68,750) (48,750)
-------- --------
Net change in cash (68,075) (65,298)
Cash balance, beginning of period 346,783 149,995
-------- --------
Cash balance, end of period $278,708 $ 84,697
======== ========
</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 August 31, 1997, the statements of operations for
the three-month period ended August 31, 1997 and 1996, and the statements
of cash flows for the three-month period ended August 31, 1997 and 1996,
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, 1997 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, 1997 annual report. The results of operations for the period
ended August 31, 1997 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 advance from the owner.
The owner assumed the lease of the land owned by the Trust.
Page 5 of 8
<PAGE> 6
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> 7
PART II - ITEM 6
Exhibits and reports on Form 8-K
(a) Exhibits - None.
(b) Reports - None
Page 7 of 8
<PAGE> 8
SIGNATURES
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
Page 8 of 8
<PAGE> 9
BANKERS BUILDING LAND TRUST
FINANCIAL REPORT
(COMPILED)
AUGUST 31, 1997
<PAGE> 10
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> 11
[MCGLADREY&PULLEN, LLP LOGO]
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 August 31, 1997, and the related statements of operations and retained
earnings and cash flows for the three months ended August 31,1997 and 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 financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
/s/ McGladrey & Pullen, LLP
Rockford, Illinois
October 2, 1997
F-1
<PAGE> 12
BANKERS BUILDING LAND TRUST
BALANCE SHEET
AUGUST 31, 1997
SEE ACCOUNTANT'S REPORT
- --------------------------------------------------------------------------------
ASSETS
<TABLE>
<S> <C>
Cash $ 278,708
Land subject to operating lease 4,250,000
----------------
TOTAL ASSETS $ 4,528,708
================
LIABILITIES AND EQUITY
Due to certificate holders $ 68,750
Advance from lessee 196,523
----------------
265,273
Certificates of beneficial interest
5,000 units issued and outstanding 4,250,000
Retained earnings 13,435
----------------
4,263,435
----------------
TOTAL LIABILITIES AND EQUITY $ 4,528,708
================
</TABLE>
See Notes to Financial Statements.
F-2
<PAGE> 13
BANKERS BUILDING LAND TRUST
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
THREE MONTHS ENDED AUGUST 31, 1997 and 1996
SEE ACCOUNTANT'S REPORT
<TABLE>
<CAPTION>
1997 1996
- ----------------------------------------------------------------------------
<S> <C> <C>
Operating Revenues:
Rent $ 68,750 $ 68,750
Servicing fees 3,750 1,987
Interest 2,662 --
---------------------------
TOTAL OPERATING REVENUES 75,162 70,737
Operating Expenses:
Trustee fees and other expenses 1,987 1,987
---------------------------
NET INCOME 73,175 68,750
---------------------------
Retained earnings, beginning of period 9,010 500
Distributions to certificate holders 68,750 68,750
---------------------------
Retained earnings, end of period $ 13,435 $ 500
===========================
</TABLE>
See Notes to Financial Statements.
F-3
<PAGE> 14
BANKERS BUILDING LAND TRUST
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED AUGUST 31, 1997 and 1996
SEE ACCOUNTANT'S REPORT
<TABLE>
<CAPTION>
1997 1996
- --------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 73,175 $ 68,750
Adjustments to reconcile net income to
net cash provided by (used in) operating activities:
(Decrease) in deferred rental income (72,500) (68,750)
(Decrease) in advance from lessee - 3,399
(Decrease) in accrued legal fees - 13,149
--------------------------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES 675 (16,548)
--------------------------
Cash Flows From Financing Activities
Distributions to certificate holders, NET CASH
(USED IN) FINANCING ACTIVITIES (68,750) (48,750)
--------------------------
(Decrease) in cash (68,075) (65,298)
Cash:
Beginning of period 346,783 149,995
--------------------------
End of period $ 278,708 $ 84,697
==========================
</TABLE>
See Notes to Financial Statements.
F-4
<PAGE> 15
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 the 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 in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and the accompanying notes. Actual results could differ from those
estimates.
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.
Deferred rental income: The Trust defers rental income received in advance of
the period for which the rent applies. This is amortized into income over the
rental period on a straight-line basis.
Financial instruments: The Trust has no financial instruments for which the
carrying value differs materially from the fair value.
NOTE 2. LEASE AND SERVICING FEES
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 servicing fees for expenses of the
trustee.
The following is a schedule by years of minimum future rentals on the lease as
of August 31, 1997:
<TABLE>
<CAPTION>
Year Ending August 31:
------------------------------
<S> <C>
1998 $ 275,000
1999 275,000
2000 275,000
2001 275,000
2002 275,000
Later years 6,256,250
----------------
Total minimum future rentals $ 7,631,250
================
</TABLE>
F-5
<PAGE> 16
BANKERS BUILDING LAND TRUST
NOTES TO FINANCIAL STATEMENTS
SEE ACCOUNTANT'S REPORT
- --------------------------------------------------------------------------------
NOTE 2. LEASE AND SERVICING FEES (CONTINUED)
The Trust has an agreement with the owner of the building situated on the land
(lessee) to sell the land and the building as one entity.
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
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> JUN-01-1997
<PERIOD-END> AUG-31-1997
<CASH> 278,708
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,528,708
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,528,708
<SALES> 0
<TOTAL-REVENUES> 75,162
<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> 73,175
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
