<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 February 28, 1998
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
----- -----
PART 1 of 8
<PAGE> 2
PART I - ITEM 1
---------------
BANKERS BUILDING LAND TRUST
BALANCE SHEETS
as of February 28, 1998 and May 31, 1997
----
<TABLE>
<CAPTION>
February 28, May 31,
ASSETS 1998 1997
----------- -----------
<S> <C> <C>
(Unaudited)
Cash $ 279,511 $ 346,783
Land subject to operating lease 4,250,000 4,250,000
---------- ----------
Total assets $4,529,511 $4,596,783
========== ==========
LIABILITIES and EQUITY
Due to certificate holders $ 68,750 $ 68,750
Deferred rental fees - 72,500
Advance from lessee 188,301 196,523
---------- ----------
257,051 337,773
---------- ----------
Certificates of beneficial interest,
5,000 units issued and outstanding 4,250,000 4,250,000
Retained earnings 22,460 9,010
---------- ----------
4,272,460 4,259,010
---------- ----------
Total liabilities and equity $4,529,511 $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 months and six months ended
February 28, 1998 and 1997
(Unaudited)
---
<TABLE>
<CAPTION>
For the three months For the nine months
ended February 28 ended February 28
---------------------- --------------------
1998 1997 1998 1997
---------- ---------- -------- -------
<S> <C> <C> <C> <C>
Operating revenues:
Rent $72,500 $72,500 $210,000 $210,000
Servicing fees 9 - 7,509 25,737
Interest 2,714 518 8,153 518
------- ------- -------- --------
Total operating revenues 75,223 73,018 225,662 236,255
------- ------- -------- --------
Operating expenses:
Trustee fees and expenses paid 1,987 1,987 5,963 5,961
------- ------- -------- --------
Net income 73,236 71,031 219,699 230,294
Retained earnings, beginning of period 17,974 2,263 9,010 500
------- ------- -------- --------
91,210 73,294 228,709 230,794
Distributions to certificate holders 68,750 68,750 206,250 226,250
------- ------- -------- --------
Retained earnings, end of period $22,460 $ 4,544 $ 22,460 $ 4,544
======= ======= ======== ========
</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 nine months ended
February 28, 1998 and 1997
(Unaudited)
----
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 219,699 $ 230,294
Adjustments to reconcile net income to
net cash used by operating activities:
Changes in assets and liabilities:
Increase (decrease) in advance from lessee (8,222) 186,073
Increase (decrease) in deferred rental fees (72,500) 3,750
(Decrease) in accrued legal fees - (20,000)
--------- ---------
Net cash provided by operating activities 138,977 400,117
Cash flows from financing activities:
Distributions to certificate holders (206,250) (206,250)
--------- ---------
Net change in cash (67,272) 193,867
Cash balance, beginning of period 346,783 149,995
--------- ---------
Cash balance, end of period $ 279,511 $ 343,862
========= =========
</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 February 28, 1998, the statements of operations
for the three months and nine months ended February 28, 1998 and 1997, and
the statements of cash flows for the nine-month period ended February 28,
1998 and 1997, 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.
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 periods ended
February 28, 1998 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
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) 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 By AMCORE Bank N.A., Trustee
---------------------------
caused this report to be signed
on its behalf by the undersigned, By /s/ Patricia N. Fong
---------------------------
Patricia N. Fong
thereunto duly authorized. Vice President
and Trust Officer
Page 8 of 8
<PAGE> 9
BANKERS BUILDING LAND TRUST
FINANCIAL REPORT
(Reviewed)
FEBRUARY 28, 1998
<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
[LOGO]
[LETTERHEAD OF MCGLADREY & PULLEN, LLP]
INDEPENDENT ACCOUNTANT'S REPORT
To the Trustee
Bankers Building Land Trust
Rockford, Illinois
We have reviewed the accompanying balance sheet of Bankers Building Land Trust
as of February, 28, 1998, and the related statements of income, retained
earnings, and cash flows for the year then ended, in accordance with Statements
on Standards for Accounting and Review Services issued by the American
Institute of Certified Public Accountants. All of the information included in
these financial statements is the representation of the management of Bankers
Building Land Trust.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than
an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the 1998 financial statements in order for them to be in conformity
with generally accepted accounting principles.
The 1997 financial statements of Bankers Building Land Trust were compiled by
us. 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 1997 financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.
/s/ McGladrey & Pullen, LLP
Rockford, Illinois
March 30, 1998
F-1
<PAGE> 12
BANKERS BUILDING LAND TRUST
BALANCE SHEETS
February 28, 1998
See Accountant's Report
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
<S> <C>
ASSETS
Cash $ 279,511
Land subject to operating lease 4,250,000
------------
TOTAL ASSETS $ 4,529,511
============
LIABILITIES AND EQUITY
Due to certificate holders $ 68,750
Advance from lessee 188,301
------------
257,051
Certificates of beneficial interest
5,000 units issued and outstanding 4,250,000
Retained earnings 22,460
------------
4,272,460
------------
TOTAL LIABILITIES AND EQUITY $ 4,529,511
============
</TABLE>
See Notes to Financial Statements.
F-2
<PAGE> 13
BANKERS BUILDING LAND TRUST
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
THREE MONTHS ENDED FEBRUARY 28, 1998 and 1997
SEE ACCOUNTANT'S REPORT
<TABLE>
<CAPTION>
1998 1997
- -------------------------------------------------------------------------------
<S> <C> <C>
Operating Revenues:
Rent $ 72,500 $ 72,500
Servicing fees 9 -
Interest 2,714 518
-------------------------
TOTAL OPERATING REVENUES 75,223 73,018
Operating Expenses:
Trustee fees and other expenses 1,987 1,987
-------------------------
NET INCOME 73,236 71,031
Retained earnings, beginning of period 17,974 2,263
(Distributions) to certificate holders (68,750) (68,750)
-------------------------
Retained earnings, end of period $ 22,460 $ 4,544
=========================
</TABLE>
See Notes to Financial Statements.
F-3
<PAGE> 14
BANKERS BUILDING LAND TRUST
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED FEBRUARY 28, 1998 AND 1997
SEE ACCOUNTANT'S REPORT
<TABLE>
<CAPTION>
1998 1997
- ------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 73,236 $ 71,031
Adjustments to reconcile net income to
net cash provided by operating activities:
Increase in deferred rental income - 72,500
(Decrease) in advance from lessee (2,343) (4,061)
-------------------------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 70,893 139,470
-------------------------
Cash Flows From Financing Activities
Distributions to certificate holders, NET CASH
(USED IN) FINANCING ACTIVITIES (68,750) (88,750)
-------------------------
Increase in cash 2,143 50,720
Cash:
Beginning of period 277,368 293,142
-------------------------
End of period $ 279,511 $ 343,862
=========================
</TABLE>
See Notes to Financial Statements.
F-4
<PAGE> 15
BANKERS BUILDING LAND TRUST
NOTES TO FINANCIAL STATEMENTS
SEE ACCOUNTANT'S REPROT
- --------------------------------------------------------------------------------
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. In addition, the Trust entered into an agreement with
the owner to sell the land and the building as one entity.
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.
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 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:
Year Ending August 31:
----------------------------
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
============
F-5
<PAGE> 16
BANKERS BUILDING LAND TRUST
NOTES TO FINANCIAL STATEMENTS
SEE ACCOUNTANT'S REPROT
- --------------------------------------------------------------------------------
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.
NOTE 4. SUBSEQUENT EVENTS
As of April 1, 1998 the Trust has entered into an agreement for the sale of the
land for which no price has been disclosed to date.
F-6
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> FEB-28-1998
<EXCHANGE-RATE> 1
<CASH> 279511
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4529511
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4529511
<SALES> 0
<TOTAL-REVENUES> 75223
<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> 73236
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
