-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTyGTUdYjLA2XRB9tf48NZxenejC95IYZkPKbK6CBzVHHI/C9L8Ud8UB4QCTcFq5 42ZilLRiwyKQix8Buz27bA== 0000897101-99-000718.txt : 19990721 0000897101-99-000718.hdr.sgml : 19990721 ACCESSION NUMBER: 0000897101-99-000718 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990720 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: SEC FILE NUMBER: 001-00701 FILM NUMBER: 99666914 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, 1999 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) (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 --- --- Number of shares of beneficial interest outstanding on June 30, 1999: 1,500,000 --------- PART I. FINANCIAL INFORMATION GREAT NORTHERN IRON ORE PROPERTIES CONDENSED BALANCE SHEETS
June 30 December 31 1999 1998 ----------- ----------- (Unaudited) (Note) ASSETS CURRENT ASSETS Cash and cash equivalents $ 197,585 $ 941,071 United States Treasury securities 4,519,152 4,227,268 Royalties receivable 2,790,744 2,485,333 Prepaid expenses 23,482 3,755 ----------- ----------- TOTAL CURRENT ASSETS 7,530,963 7,657,427 NONCURRENT ASSETS United States Treasury Notes 3,314,091 4,083,331 Prepaid pension expense 375,458 317,518 ----------- ----------- 3,689,549 4,400,849 PROPERTIES Mineral lands 38,276,311 38,246,311 Less allowances for depletion and amortization 33,165,781 33,072,841 ----------- ----------- 5,110,530 5,173,470 Building and equipment--at cost, less allowances for accumulated depreciation (6/30/99 - $166,738; 12/31/98 - $166,137) 114,220 109,278 ----------- ----------- 5,224,750 5,282,748 ----------- ----------- $16,445,262 $17,341,024 =========== =========== LIABILITIES AND BENEFICIARIES' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 43,254 $ 119,456 Distributions 2,250,000 2,700,000 ----------- ----------- TOTAL CURRENT LIABILITIES 2,293,254 2,819,456 BENEFICIARIES' EQUITY, including certificate holders' equity, represented by 1,500,000 shares of beneficial interest authorized and outstanding, and reversionary interest 14,152,008 14,521,568 ----------- ----------- $16,445,262 $17,341,024 =========== ===========
Note: The balance sheet at December 31, 1998 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 Six Months Ended ------------------------ ------------------------ June 30 June 30 ------------------------ ------------------------ 1999 1998 1999 1998 ---------- ----------- ---------- ---------- Income: Royalties $3,065,743 $ 2,825,783 $4,518,591 $4,842,721 Interest and other income 113,046 136,462 253,940 285,880 ---------- ----------- ---------- ---------- 3,178,789 2,962,245 4,772,531 5,128,601 Costs and expenses 366,413 427,680 792,091 861,592 ---------- ----------- ---------- ---------- NET INCOME $2,812,376 $ 2,534,565 $3,980,440 $4,267,009 ========== =========== ========== ========== Weighted-average shares outstanding 1,500,000 1,500,000 1,500,000 1,500,000 BASIC EARNINGS PER SHARE $ 1.87 $ 1.69 $ 2.65 $ 2.84 ========== =========== ========== ========== Distributions declared per share $ 1.50(1) $ 1.50(2) $ 2.90(3) $ 2.70(4) Distributions paid per share $ 1.40(5) $ 1.20(6) $ 3.20(7) $ 2.70(8)
(1) $1.50 declared 6/14/99 payable 7/30/99 (2) $1.50 declared 6/15/98 paid 7/31/98 (3) $1.40 declared 3/11/99 plus $1.50 declared 6/14/99 paid 4/30/99 payable 7/30/99 (4) $1.20 declared 3/16/98 plus $1.50 declared 6/15/98 paid 4/30/98 paid 7/31/98 (5) $1.40 declared 3/11/99 paid 4/30/99 (6) $1.20 declared 3/16/98 paid 4/30/98 (7) $1.80 declared 12/14/98 plus $1.40 declared 3/11/99 paid 1/29/99 paid 4/30/99 (8) $1.50 declared 12/15/97 plus $1.20 declared 3/16/98 paid 1/30/98 paid 4/30/98 See notes to condensed financial statements. -3- GREAT NORTHERN IRON ORE PROPERTIES CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended ------------------------- June 30 ------------------------- 1999 1998 ----------- ---------- Cash flows from operating activities: Cash received from royalties and rents $ 4,209,693 $4,034,938 Cash paid to suppliers and employees (837,472) (870,628) Interest received 230,486 255,016 ----------- ---------- NET CASH PROVIDED BY OPERATING ACTIVITIES 3,602,707 3,419,326 Cash flows from investing activities: U.S. Treasury securities purchased (2,025,000) (1,000,000) U.S. Treasury securities matured 2,499,297 1,350,000 Net expenditures for equipment (20,490) 0 ----------- ---------- NET CASH PROVIDED BY INVESTING ACTIVITIES 453,807 350,000 Cash flows from financing activities: Distributions paid (4,800,000) (4,050,000) ----------- ---------- NET CASH USED IN FINANCING ACTIVITIES (4,800,000) (4,050,000) ----------- ---------- Net decrease in cash and cash equivalents (743,486) (280,674) Cash and cash equivalents at beginning of year 941,071 496,447 ----------- ---------- CASH AND CASH EQUIVALENTS AT JUNE 30 $ 197,585 $ 215,773 =========== ========== 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, 1999 and June 30, 1998 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, 1998. 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, 1999: Attorneys' fees and expenses . . . . . . . . . . . . . . . . . $ 1,024,834 Cost of surface lands . . . . . . . . . . . . . . . . . . . . 5,402,569 Shipment credits (cumulative) . . . . . . . . . . . . . . . . (664,192) Asset disposition credits . . . . . . . . . . . . . . . . . . (20,000) ----------- Principal Charges account . . . . . . . . . . . . . . . . . . $ 5,743,211 =========== 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- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Periods of Three and Six Months ended June 30, 1999 and June 30, 1998 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. 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 named in the Trust Agreement. The last survivor of these eighteen named in the Trust Agreement died April 6, 1995. According to the terms of the Trust Agreement, the Trust now terminates twenty (20) years from April 6, 1995, that being April 6, 2015. The termination of the Trust on April 6, 2015 means that there will be no trading of the Trust's 1,500,000 certificates of beneficial interest (shares) on the New York Stock Exchange beyond that date. At the end of the Trust, 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. By the terms of a District Court Order dated November 29, 1982, the reversioner is required to pay to a Principal Charges account (as explained in the Trust's Annual Report which is sent to all certificate holders every year) the cost of acquiring homes and land parcels on the iron formation that are in the way of mining by U.S. Steel Corporation under its 1959 lease with the Trustees. This account balance, which currently approximates $5.7 million and which may increase or decrease, will be added to the cash distributable to the then certificate holders at the termination of the Trust. Results of Operations: Royalties decreased $324,130 during the first six months of 1999, as compared to the same period in 1998, due mainly to reduced year to date taconite production from our properties. Royalties increased $239,960 during the second quarter of 1999, as compared to the same period in 1998, due mainly to increased quarterly taconite production from our properties. Interest and other income decreased $31,940 and $23,416 during the first six months and second quarter of 1999, respectively, as compared to the same periods in 1998. These decreases are mainly due to reduced 1999 interest income resulting from a lower overall yield on funds invested and also reduced 1999 revenues from timber removals. Costs and expenses decreased $69,501 and $61,267 during the first six months and second quarter of 1999, respectively, as compared to the same periods in 1998. These decreases are mainly due to legal expenditures incurred in 1998 pertaining to surface land acquisitions. -6- At their meeting held on June 14, 1999, the Trustees declared a second quarter distribution of $1.50 per share, amounting to $2,250,000 payable July 30, 1999 to certificate holders of record at the close of business on June 30, 1999. The Trustees have now declared two quarterly distributions in 1999. The first, in the amount of $1.40 per share, was paid on April 30, 1999 to certificate holders of record on March 31, 1999; and the second, that being the current distribution. The first and second quarter 1998 distributions were $1.20 and $1.50 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 1999 to certificate holders of record on September 30, 1999. 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. 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. PART II. OTHER INFORMATION Item 1. Legal Proceedings At a hearing held on May 12, 1999, in Ramsey County District Court, Saint Paul, Minnesota, the accounts of the Trustees for the year 1998 were approved. 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 -7- 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 20, 1999 By /s/ Joseph S. Micallef --------------------------- ------------------------------------------- Joseph S. Micallef President of the Trustees Chief Executive Officer Date July 20, 1999 By /s/ Thomas A. Janochoski --------------------------- ------------------------------------------- Thomas A. Janochoski Vice President and Secretary Chief Financial Officer -8- EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE GREAT NORTHERN IRON ORE PROPERTIES BALANCE SHEET AS OF JUNE 30, 1999 AND INCOME STATEMENT FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1999 JUN-30-1999 197,585 7,833,243 2,790,744 0 0 7,530,963 38,557,269 33,332,519 16,445,262 2,293,254 0 0 0 0 14,152,008 16,445,262 4,518,591 4,772,531 0 0 792,091 0 0 3,980,440 0 3,980,440 0 0 0 3,980,440 2.65 0
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