-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kPcmaRLMPlnGdopGg3zWprNTASGoXMmIy04nLrpUz+ckA5ZmLVrj6bmSlk18/wIn NwB9mm9zIQZN0QvZdgFBIw== 0000897101-95-000248.txt : 199507190000897101-95-000248.hdr.sgml : 19950719 ACCESSION NUMBER: 0000897101-95-000248 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950718 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT NORTHERN IRON ORE PROPERTIES CENTRAL INDEX KEY: 0000043410 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 410788355 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-00701 FILM NUMBER: 95554584 BUSINESS ADDRESS: STREET 1: W 1290 FIRST NATIONAL BANK BLDG STREET 2: 332 MINNESOTA ST CITY: SAINT PAUL STATE: MN ZIP: 55101-1361 BUSINESS PHONE: 6122242385 MAIL ADDRESS: STREET 1: W 1290 FIRST NATIONAL BANK BLDG STREET 2: 332 MINNESOTA STREET CITY: ST PAUL STATE: MN ZIP: 55101-1361 10-Q 1 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, 1995 Or [ ] 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 (I.R.S. Employer incorporation or organization) Identification Number) W-1290 First National Bank Building 332 Minnesota Street Saint Paul, Minnesota 55101-1361 (Address of principal executive office) (Zip Code) (612) 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 ___ Number of shares of beneficial interest outstanding on June 30, 1995: 1,500,000 PART I. FINANCIAL INFORMATION GREAT NORTHERN IRON ORE PROPERTIES CONDENSED BALANCE SHEETS
June 30 December 31 1995 1994 (Unaudited) (Note) ASSETS CURRENT ASSETS Cash and cash equivalents $ 184,718 $ 111,862 United States Treasury and other government securities (including accrued interest thereon) 4,513,003 3,001,889 Royalties receivable 1,995,599 1,952,622 Prepaid expenses 34,178 15,662 TOTAL CURRENT ASSETS 6,727,498 5,082,035 NONCURRENT ASSETS United States Treasury Notes 3,559,950 5,315,635 Prepaid pension expense 248,624 244,652 3,808,574 5,560,287 PROPERTIES Mineral lands 37,397,036 37,067,036 Less allowances for depletion and amortization 32,526,211 32,469,652 4,870,825 4,597,384 Building and equipment--at cost, less allowances for accumulated depreciation (6/30/95 - $120,130; 12/31/94 - $134,653) 89,380 65,016 4,960,205 4,662,400 $15,496,277 $15,304,722 LIABILITIES AND BENEFICIARIES' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 64,051 $ 96,102 Distributions 1,815,000 1,815,000 TOTAL CURRENT LIABILITIES 1,879,051 1,911,102 BENEFICIARIES' EQUITY, including certificate holders' equity, represented by 1,500,000 shares of beneficial interest authorized and outstanding, and reversionary interest 13,617,226 13,393,620 $15,496,277 $15,304,722
Note: The balance sheet at December 31, 1994 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. GREAT NORTHERN IRON ORE PROPERTIES CONDENSED STATEMENTS OF INCOME (Unaudited)
Three Months Ended Six Months Ended June 30 June 30 1995 1994 1995 1994 Income: Royalties $2,263,797 $2,047,839 $4,199,257 $3,354,640 Interest and other income 111,435 101,662 242,918 224,337 2,375,232 2,149,501 4,442,175 3,578,977 Costs and expenses 384,843 332,198 768,569 697,740 NET INCOME $1,990,389 $1,817,303 $3,673,606 $2,881,237 Average shares outstanding 1,500,000 1,500,000 1,500,000 1,500,000 NET INCOME PER SHARE $ 1.33 $ 1.21 $ 2.45 $ 1.92 Distributions declared per share $ 1.15(1) $ 0.90(2) $ 2.30(3) $ 1.70(4) Distributions paid per share $ 1.15(5) $ 0.80(6) $ 2.30(7) $ 1.55(8)
(1) $1.15 declared 6/7/95 payable 7/31/95 (2) $0.90 declared 6/16/94 paid 7/29/94 (3) $1.15 declared 3/17/95 plus $1.15 declared 6/7/95 paid 4/28/95 payable 7/31/95 (4) $0.80 declared 3/15/94 plus $0.90 declared 6/16/94 paid 4/29/94 paid 7/29/94 (5) $1.15 declared 3/17/95 paid 4/28/95 (6) $0.80 declared 3/15/94 paid 4/29/94 (7) $1.15 declared 12/16/94 plus $1.15 declared 3/17/95 paid 1/31/95 paid 4/28/95 (8) $0.75 declared 12/17/93 plus $0.80 declared 3/15/94 paid 1/31/94 paid 4/29/94 See notes to condensed financial statements. GREAT NORTHERN IRON ORE PROPERTIES CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended June 30 1995 1994 Cash flows from operating activities: Cash received from royalties and rents $3,850,198 $3,036,284 Cash paid to suppliers and employees -760,117 -714,432 Interest received 263,571 199,066 NET CASH PROVIDED BY OPERATING ACTIVITIES 3,353,652 2,520,918 Cash flows from investing activities: U.S. government securities purchased -1,200,000 -4,850,881 U.S. government securities matured 1,400,000 4,695,313 Net expenditures for equipment -30,796 -8,948 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 169,204 -164,516 Cash flows from financing activities: Distributions paid -3,450,000 -2,332,000 NET CASH USED IN FINANCING ACTIVITIES -3,450,000 -2,332,000 Net increase in cash and cash equivalents 72,856 24,402 Cash and cash equivalents at beginning of year 111,862 192,007 CASH AND CASH EQUIVALENTS AT JUNE 30 $ 184,718 $ 216,409
See notes to condensed financial statements. GREAT NORTHERN IRON ORE PROPERTIES NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Periods of Three and Six Months ended June 30, 1995 and June 30, 1994 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' (the "Trust") Annual Report on Form 10-K for the year ended December 31, 1994. 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 between the certificate holders and the reversioner, and reflects an allocation of beneficiaries' equity between the certificate holders and the reversioner. The balance in this account consists of attorneys' fees and expenses of counsel for adverse parties pursuant to court order in connection with litigation commenced in 1972 relating to the Trustees' powers and duties under the Trust Instrument and the cost of 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, 1995: June 30, 1995 Attorneys' fees and expenses ............ $ 1,024,834 Cost of surface lands ................ 4,523,294 Shipment credits (cumulative) ......... -354,536 Asset disposition credits ............. -18,500 Principal Charges account ............. $5,175,092 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. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Periods of Three and Six Months ended June 30, 1995 and June 30, 1994 The Trust owns interest in 12,033 acres on the Mesabi Iron Range Formation in northern 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. Results of Operations: Royalty income increased $844,617 and $215,958 during the first six months and second quarter of 1995, respectively, as compared to the same periods in 1994. These increases are mainly due to increased taconite production, offset in part by increased absorption of advance royalties and an overall lower average royalty rate. Interest and other income increased $18,581 and $9,773 during the first six months and second quarter of 1995, respectively, as compared to the same periods in 1994. These increases are mainly due to improved yields on our investments. Costs and expenses increased $70,829 and $52,645 during the first six months and second quarter of 1995, respectively, as compared to the same periods in 1994. These increases are mainly due to greater pension, land maintenance and shareholder relations expenditures. At their meeting held on June 7, 1995, the Trustees declared a second quarter distribution of $1.15 per share, amounting to $1,725,000 payable July 31, 1995 to certificate holders of record at the close of business on June 30, 1995. The Trustees have now declared two quarterly distributions in 1995. The first, in the amount of $1.15 per share, was paid on April 28, 1995 to certificate holders of record on March 31, 1995; and the second, that being the current distribution. The first and second quarter 1994 distributions were $.80 and $.90 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 1995 to certificate holders of record on September 29, 1995. 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 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. government 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. PART II. OTHER INFORMATION Item 1. Legal Proceedings At a hearing held on April 24, 1995, in Ramsey County District Court, Saint Paul, Minnesota, the accounts of the Trustees for the year 1994 were approved. Item 5. Other Information In a press release dated April 7, 1995, the Trustees of Great Northern Iron Ore Properties informed the public of the death of Louis W. Hill, Jr. on April 6, 1995. By the terms of the Great Northern Iron Ore Properties' Trust Agreement created December 7, 1906, the Trust shall continue for twenty (20) years after the death of the last surviving of eighteen named in the Trust Agreement. Louis W. Hill, Jr. was the last survivor of the eighteen named in the Trust Agreement. According to the terms of the Trust, the Trust now terminates twenty (20) years from April 6, 1995. At that time, all monies remaining in the hands of the Trustees (after paying and providing for all expenses and obligations of the Trust) shall be distributed ratably among the certificate holders, while all property other than monies shall be conveyed and transferred to the reversioner (Burlington Northern, Inc. -- Meridian Minerals Company). Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - (27) Financial Data Schedule (only filed electronically via EDGAR) (b) Reports on Form 8-K - None 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 18, 1995 By_______/s/ Harry L. Holtz________________ Harry L. Holtz President of the Trustees Chief Executive Officer Date: July 18, 1995 By_______/s/ Thomas A. Janochoski__________ Thomas A. Janochoski Vice President and Secretary Chief Financial Officer EX-27 2
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GREAT NORTHERN IRON ORE PROPERTIES' BALANCE SHEET AS OF JUNE 30, 1995 AND INCOME STATEMENT FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1995 JUN-30-1995 184,718 8,072,953 1,995,599 0 0 6,727,498 37,606,546 32,646,341 15,496,277 1,879,051 0 0 0 0 13,617,226 15,496,277 4,199,257 4,442,175 0 0 768,569 0 0 3,673,606 0 3,673,606 0 0 0 3,673,606 2.45 0
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