10-Q 1 greatnorth072969_10q.htm FORM 10-Q FOR PERIOD ENDED JUNE 30, 2007 Great Northern Iron Ore Properties Form 10-Q for period ended June 30, 2007


 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q


 

(Mark One)

 

x    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 – For the Period Ended June 30, 2007

 

Or

 

o    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 – For the Transition Period From ______________ to ______________

 

Commission file number 1-701

 


GREAT NORTHERN IRON ORE PROPERTIES

(Exact name of registrant as specified in its charter)

 

Minnesota

41-0788355

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

 

 

W-1290 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota

55101-1361

(Address of principal executive office)

(Zip Code)

 

(651) 224-2385

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 


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 periods 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   o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

 

Large accelerated filer o  

Accelerated filer x  

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes   o      No   x

 

Number of shares of beneficial interest outstanding on June 30, 2007:  

1,500,000

 


 
 



PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

GREAT NORTHERN IRON ORE PROPERTIES

 

CONDENSED BALANCE SHEETS

 

 

 

June 30
2007

 

December 31
2006

 

ASSETS

 

(Unaudited)

 

(Note)

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

649,558

 

$

1,131,504

 

United States Treasury securities

 

 

5,495,587

 

 

5,086,107

 

Royalties receivable

 

 

4,909,131

 

 

4,444,446

 

Prepaid expenses

 

 

35,901

 

 

4,519

 

TOTAL CURRENT ASSETS

 

 

11,090,177

 

 

10,666,576

 

 

 

 

 

 

 

 

 

NONCURRENT ASSETS

 

 

 

 

 

 

 

United States Treasury securities

 

 

2,884,263

 

 

3,721,752

 

 

 

 

 

 

 

 

 

PROPERTIES

 

 

 

 

 

 

 

Mineral and surface lands

 

 

38,691,707

 

 

38,691,707

 

Less: Allowances for depletion and amortization

 

 

-34,829,935

 

 

-34,719,685

 

 

 

 

3,861,772

 

 

3,972,022

 

 

 

 

 

 

 

 

 

Building and equipment

 

 

356,156

 

 

359,543

 

Less: Allowances for accumulated depreciation

 

 

-224,758

 

 

-209,817

 

 

 

 

131,398

 

 

149,726

 

TOTAL PROPERTIES

 

 

3,993,170

 

 

4,121,748

 

TOTAL ASSETS

 

$

17,967,610

 

$

18,510,076

 

 

 

 

 

 

 

 

 

LIABILITIES AND BENEFICIARIES’ EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

86,170

 

$

84,418

 

Distributions

 

 

3,450,000

 

 

4,950,000

 

TOTAL CURRENT LIABILITIES

 

 

3,536,170

 

 

5,034,418

 

 

 

 

 

 

 

 

 

NONCURRENT LIABILITIES

 

 

 

 

 

 

 

Deferred compensation

 

 

77,000

 

 

77,000

 

Liability for pension benefits

 

 

1,349,179

 

 

1,237,412

 

TOTAL NONCURRENT LIABILITIES

 

 

1,426,179

 

 

1,314,412

 

TOTAL LIABILITIES

 

 

4,962,349

 

 

6,348,830

 

 

 

 

 

 

 

 

 

BENEFICIARIES’ EQUITY, including certificate
holders’ equity, represented by 1,500,000 certificates
(shares or units) of beneficial interest authorized and
outstanding, and the reversionary interest

 

 

14,885,097

 

 

14,127,598

 

Accumulated other comprehensive loss

 

 

-1,879,836

 

 

-1,966,352

 

TOTAL BENEFICIARIES’ EQUITY

 

 

13,005,261

 

 

12,161,246

 

TOTAL LIABILITIES AND BENEFICIARIES’ EQUITY

 

$

17,967,610

 

$

18,510,076

 

 

Note: The balance sheet at December 31, 2006, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

See notes to condensed financial statements.

 

-2-




GREAT NORTHERN IRON ORE PROPERTIES

 

CONDENSED STATEMENTS OF INCOME

(Unaudited)

 

 

  Three Months
Ended June 30
Six Months
Ended June 30

 

 

2007

 

2006

 

2007

 

2006

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalties

 

$

5,132,657

 

$

4,011,203

 

$

8,312,508

 

$

7,603,807

 

Interest and other income

 

 

115,411

 

 

97,759

 

 

287,694

 

 

216,208

 

 

 

 

5,248,068

 

 

4,108,962

 

 

8,600,202

 

 

7,820,015

 

Costs and expenses

 

 

684,110

 

 

685,295

 

 

1,392,703

 

 

1,422,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

4,563,958

 

$

3,423,667

 

$

7,207,499

 

$

6,397,187

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

 

1,500,000

 

 

1,500,000

 

 

1,500,000

 

 

1,500,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC & DILUTED EARNINGS PER SHARE

 

$

3.04

 

$

2.28

 

$

4.80

 

$

4.26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions declared per share

 

$

2.30

(1)

$

2.20

(2)

$

4.30

(3)

$

4.20

(4)

 

 

 

(1)

$2.30

declared

6/19/2007

 

 

 

 

 

payable

7/31/2007

 

 

 

 

 

 

 

 

 

 

(2)

$2.20

declared

6/12/2006

 

 

 

 

 

paid

7/31/2006

 

 

 

 

 

 

 

 

 

 

(3)

$2.00

declared

3/9/2007

plus

$2.30

declared

6/19/2007

 

 

paid

4/30/2007

 

 

payable

7/31/2007

 

 

 

 

 

 

 

(4)

$2.00

declared

3/20/2006

plus

$2.20

declared

6/12/2006

 

 

paid

4/28/2006

 

 

paid

7/31/2006

 

 

See notes to condensed financial statements.

 

-3-




GREAT NORTHERN IRON ORE PROPERTIES

 

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

Six Months Ended
June 30

 

 

 

2007

 

2006

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Cash received from royalties and rents

 

$

7,921,842

 

$

7,742,834

 

Cash paid to suppliers and employees

 

 

-1,095,472

 

 

-1,129,456

 

Interest received

 

 

216,684

 

 

194,510

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

 

7,043,054

 

 

6,807,888

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

U.S. Treasury securities purchased

 

 

-1,375,000

 

 

-2,950,000

 

U.S. Treasury securities matured

 

 

1,800,000

 

 

3,665,984

 

Net expenditures for building and equipment

 

 

0

 

 

-23,640

 

NET CASH PROVIDED BY INVESTING ACTIVITIES

 

 

425,000

 

 

692,344

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Distributions paid

 

 

-7,950,000

 

 

-7,500,000

 

NET CASH USED IN FINANCING ACTIVITIES

 

 

-7,950,000

 

 

-7,500,000

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

 

-481,946

 

 

232

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of year

 

 

1,131,504

 

 

774,916

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT JUNE 30

 

$

649,558

 

$

775,148

 

 

See notes to condensed financial statements.

 

-4-




GREAT NORTHERN IRON ORE PROPERTIES

 

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Periods of Three and Six Months ended June 30, 2007 and June 30, 2006

 

Note A – BASIS OF PRESENTATION

 

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods stated above are not necessarily indicative of the results that may be expected for each respective full year. For further information, refer to the financial statements and footnotes included in the Great Northern Iron Ore Properties (“Trust”) Annual Report on Form 10-K for the year ended December 31, 2006.

 

Note B – BENEFICIARIES’ EQUITY

 

Pursuant to the Court Order of November 29, 1982, the Trustees were directed to create and maintain an account designated as “Principal Charges.” This account constitutes a first and prior lien of certificate holders on any property transferable to the reversioner and reflects an allocation of beneficiaries’ equity between the certificate holders and the reversioner. This account is neither an asset nor a liability of the Trust. Rather, this account maintains and represents a balance which will be payable to the certificate holders of record from the reversioner at the end of the Trust. The balance in this account consists of attorneys’ fees and expenses of counsel for adverse parties pursuant to the Court Order in connection with litigation commenced in 1972 relating to the Trustees’ powers and duties under the Trust Agreement and the costs of homes and surface lands acquired in accordance with provisions of a lease with United States Steel Corporation, net of an allowance to amortize the cost of the land based on actual shipments of taconite and net of a credit for disposition of tangible assets. Following is an analysis of this account as of June 30, 2007:

 

Attorneys’ fees and expenses

 

$

1,024,834

 

Cost of surface lands

 

 

5,817,965

 

Cumulative shipment credits

 

 

–1,633,394

 

Cumulative asset disposition credits

 

 

–111,581

 

Principal Charges account balance

 

$

5,097,824

 

 

Upon termination of the Trust, the Trustees shall either sell tangible assets or obtain a loan with tangible assets as security to provide monies for distribution to the certificate holders in the amount of the Principal Charges account balance.

 

-5-




Note C – PENSION PLAN

 

A summary of the components of net periodic pension cost is as follows:

 

 

 

Three Months Ended
June 30

 

Six Months Ended
June 30

 

 

 

2007

 

2006

 

2007

 

2006

 

Service cost

 

$

60,346

 

$

58,882

 

$

120,691

 

$

117,763

 

Interest cost

 

 

81,961

 

 

77,400

 

 

163,921

 

 

154,800

 

Expected return on assets

 

 

–86,423

 

 

–78,095

 

 

–172,845

 

 

–156,190

 

Amortization of net loss

 

 

38,890

 

 

41,552

 

 

77,781

 

 

83,105

 

Amortization of prior service cost

 

 

4,368

 

 

4,367

 

 

8,735

 

 

8,734

 

Net periodic pension cost

 

$

99,142

 

$

104,106

 

$

198,283

 

$

208,212

 

 

The plan’s annual actuarial valuation was performed as of the plan’s fiscal year-end March 31. The actuarially recommended contribution to the pension plan for 2007 is $269,540, which contribution is scheduled to be made in August, 2007.

 

Note D – COMPREHENSIVE INCOME

 

A summary of the components of comprehensive income is as follows:

 

 

 

Three Months Ended
June 30

 

Six Months Ended
June 30

 

 

 

2007

 

2006

 

2007

 

2006

 

Net income

 

$

4,563,958

 

$

3,423,667

 

$

7,207,499

 

$

6,397,187

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Defined benefit pension plan, pursuant to SFAS No. 158 -

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of net loss

 

 

38,890

 

 

 

 

77,781

 

 

 

Amortization of prior service cost

 

 

4,368

 

 

 

 

8,735

 

 

 

Total other comprehensive income

 

 

43,258

 

 

 

 

86,516

 

 

 

Total comprehensive income

 

$

4,607,216

 

$

3,423,667

 

$

7,294,015

 

$

6,397,187

 

 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Periods of Three and Six Months ended June 30, 2007 and June 30, 2006

 

The Trust owns interest in 12,033 acres on the Mesabi Iron Range Formation in northeastern Minnesota, most of which are under lease to major iron ore producing companies. Due to the Trustees’ election pursuant to Section 646 of the Tax Reform Act of 1986, as amended, commencing with year 1989 the Trust is not subject to federal and Minnesota corporate income taxes. The Trust is now a grantor trust. Shares of beneficial interest in the Trust are traded on the New York Stock Exchange under the ticker symbol “GNI” (CUSIP No. 391064102).

 

The terms of the Great Northern Iron Ore Properties Trust Agreement, created December 7, 1906, state that the Trust shall continue for twenty years after the death of the last surviving of eighteen persons named in the Trust Agreement. The last survivor of these eighteen named in the Trust Agreement died April 6, 1995. Accordingly, the Trust terminates twenty years from April 6, 1995.

-6-




At the end of the Trust, that being April 6, 2015, the certificates of beneficial interest (shares) in the Trust will cease to trade on the New York Stock Exchange and thereafter will represent only the right to receive certain distributions payable to the certificate holders of record at the time of the termination of the Trust. Upon termination, the Trust is obligated to distribute ratably to these certificate holders the net monies remaining in the hands of the Trustees (after paying and providing for all expenses and obligations of the Trust), plus the balance in the Principal Charges account (this account is explained in the Trust’s Annual Report sent to all certificate holders every year). All other Trust property (most notably the Trust’s mineral properties) must be conveyed and transferred to the reversioner under the terms of the Trust Agreement.

 

We have previously provided information in our various Securities and Exchange Commission filings, including our Annual Report, about the final distribution payable to the certificate holders upon the Trust’s termination. The exact final distribution, though not determinable at this time, will generally consist of the sum of the Trust’s net monies (essentially, total assets less liabilities and properties) and the balance in the Principal Charges account, less any and all expenses and obligations of the Trust upon termination. To offer a hypothetical example, without factoring in any expenses and obligations of the Trust upon its termination, and using the financial statement values as of December 31, 2006, the net monies were approximately $8.0 million and the Principal Charges account balance was approximately $5.2 million, resulting in a final distribution payable of approximately $13.2 million, or about $8.80 per share. After payment of this final distribution, the certificates of beneficial interest (shares) would be cancelled and will have no further value. It is important to note, however, that the actual net monies on hand and the Principal Charges account balance will most likely fluctuate during the ensuing years and will not be “final” until after the termination and wind-down of the Trust. We offer this example to further inform investors about the conceptual nature of the final distribution and do not imply or guarantee a specific known final distribution amount.

 

 

Results of Operations:

Royalties increased $708,701 and $1,121,454 during the six months and three months ended June 30, 2007, respectively, as compared to the same periods in 2006, due mainly to an overall higher average earned royalty rate on taconite production from Trust lands.

 

Interest and other income increased $71,486 and $17,652 during the six months and three months ended June 30, 2007, respectively, as compared to the same periods in 2006, due mainly to improved yields on the Trust’s investments.

 

Costs and expenses decreased $30,125 and $1,185 during the six months and three months ended June 30, 2007, respectively, as compared to the same periods in 2006, due mainly to reduced net periodic pension cost pertaining to the Trust’s pension plan.

 

 

 

 

-7-




At their meeting held on June 19, 2007, the Trustees declared a distribution of $2.30 per share, amounting to $3,450,000 payable July 31, 2007, to certificate holders of record at the close of business on June 29, 2007. The Trustees have now declared two quarterly distributions in 2007. The first, in the amount of $2.00 per share, was paid on April 30, 2007 to certificate holders of record on March 30, 2007; and the second, that being the current distribution. The first and second quarter 2006 distributions were $2.00 and $2.20 per share, respectively. The Trustees intend to continue quarterly distributions and set the record date as of the last business day of each quarter. The next distribution will be paid in late October 2007 to certificate holders of record on September 28, 2007.

 

A mining agreement dated January 1, 1959, with United States Steel Corporation provides that one-half of annual earned royalty income, after satisfaction of minimum royalty payments, shall be applied to reimburse the lessee for a portion of its cost of acquisition of surface lands overlying the leased mineral deposits, which surface lands are then conveyed to the Trustees. There are surface lands yet to be purchased, the costs of which are yet unknown and will not be known until the actual purchases are made.

 

Liquidity:

In the interest of preservation of principal of Court-approved reserves and guided by the restrictive provisions of Section 646 of the Tax Reform Act of 1986, as amended, monies are invested primarily in U.S. Treasury securities with maturity dates not to exceed three years and, along with cash flows from operations, are deemed adequate to meet currently foreseeable liquidity needs.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

- None

 

Item 4.

Controls and Procedures

As of the end of the period covered by this report, the Trust conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Trust’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Trust in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. There was no change in the Trust’s internal control over financial reporting during the Trust’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

 

PART II.   OTHER INFORMATION

Item 1.

Legal Proceedings

At a hearing held on May 9, 2007, in Ramsey County District Court, Saint Paul, Minnesota, the accounts of the Trustees for the year 2006 were approved. In addition, upon petition of the Court, the Judge also instructed the Trustees to implement, prior to January 1, 2008, a Direct Registration System (as required by the Securities and Exchange Commission and the New York Stock Exchange for all publicly-traded companies), via its stock transfer agent, Wells Fargo Shareowner Services, for recording the Trust’s certificates of beneficial interest (shares).

 

-8-




Item 1A.   Risk Factors

There are no material changes from the risk factors previously disclosed in the Trust’s December 31, 2006 Annual Report on Form 10-K.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

- None

 

Item 3.

Defaults Upon Senior Securities

- None

 

Item 4.

Submission of Matters to a Vote of Certificate Holders

- None

 

Item 5.

Other Information

- None

 

Item 6.

Exhibits

- Exhibit 31.1 – Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

- Exhibit 31.2 – Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

- Exhibit 32 – Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (Furnished but not filed)

 












-9-




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 NORTHERN IRON ORE PROPERTIES

(Registrant)

Date


July 30, 2007

 

By 


/s/   Joseph S. Micallef

 

 

 

 

Joseph S. Micallef, President of the Trustees and
Chief Executive Officer

 

Date


July 30, 2007

 

By 


/s/   Thomas A. Janochoski

 

 

 

 

Thomas A. Janochoski, Vice President &
Secretary and Chief Financial Officer

 

 













-10-