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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For The Quarterly Period Ended July 31, 2001 or
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- -------------
Commission File Number: 1-4488
MESABI TRUST
(Exact name of registrant as specified in its charter)
NEW YORK 13-6022277
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
IN CARE OF BANKERS TRUST COMPANY,
CORPORATE TRUST & AGENCY GROUP
P.O. BOX 318
CHURCH STREET STATION
NEW YORK, NEW YORK 10008-0318
(Address of principal executive offices)
(615) 835-2749
(Registrant's telephone number, including area code)
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 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 / /
As of August 31, 2001, there were 13,120,010 Units of Beneficial Interest in
Mesabi Trust outstanding.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (NOTE 1)
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 31, JULY 31,
------------------------------ -------------------------------
2001 2000 2001 2000
---- ---- ---- ----
A. Condensed Statements of Income
Revenues:
Royalty income $ 1,029,181 $ 1,546,196 $ 1,505,273 $ 1,979,666
Interest income 11,513 8,414 24,543 18,771
----------- ----------- ----------- -----------
$ 1,040,694 $ 1,554,610 $ 1,529,816 $ 1,998,437
Expenses 60,982 89,358 127,547 180,976
----------- ----------- ----------- -----------
Net income $ 979,712 $ 1,465,252 $ 1,402,269 $ 1,817,461
=========== =========== =========== ===========
Weighted average number
of units outstanding 13,120,010 13,120,010 13,120,010 13,120,010
Net income per unit (Note 2) $ 0.074673 $ 0.111681 $ 0.106880 $ 0.138526
Distributions declared
per unit $ 0.070 $ 0.100 $ 0.070 $ 0.100
</Table>
See Notes to Financial Statements.
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B. Condensed Balance Sheets
<Table>
<Caption>
JULY 31, 2001 JANUARY 31, 2001
------------- ----------------
Assets:
Cash $ 886,965 $1,947,696
U.S. Government securities,
at amortized cost (which approximates
market) 834,048 505,815
Accrued income 487,274 98,893
Prepaid insurance 0 4,347
---------- ----------
$2,208,287 $2,556,751
---------- ----------
Fixed property, including
intangibles, at nominal values:
Amended Assignment of
Peters Lease $ 1 $ 1
Assignment of Cloquet Lease 1 1
Certificate of beneficial
interest for 13,120,010
Units of Land Trust 1 1
---------- ----------
$ 3 $ 3
---------- ----------
$2,208,290 $2,556,754
========== ==========
Liabilities, Unallocated
Reserve and Trust Corpus:
Liabilities:
Distribution payable $ 918,401 $1,705,601
Accrued expenses 10,099 55,232
---------- ----------
$ 928,500 $1,760,833
Unallocated reserve (Note 3) 1,279,787 795,918
Trust Corpus 3 3
---------- ----------
$2,208,290 $2,556,754
========== ==========
</Table>
See Notes to Financial Statements.
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C. Condensed Statements of Cash Flows
<Table>
<Caption>
SIX MONTHS ENDED
JULY 31,
------------------------------------
2001 2000
---- ----
Cash flows from operating activities:
Royalties received $ 1,119,898 $ 1,594,318
Interest received 21,538 18,752
Expenses paid (168,332) (204,667)
----------- -----------
Net cash provided by
Operating activities $ 973,104 $ 1,408,403
=========== ===========
Cash flows from investing activities:
Maturities of
U.S. Government
Securities $ 2,494,820 $ 2,866,147
Purchases of U.S.
Government securities (2,823,054) (611,494)
----------- -----------
Net cash (used for) provided by
investing activities $ (328,234) $ 2,254,653
=========== ===========
Cash flows from financing activities:
Net cash (used in) financing
activities, distributions
to Unitholders $(1,705,601) $(2,361,602)
----------- -----------
Net (decrease) increase in cash $(1,060,731) $ 1,301,454
Cash, beginning of year 1,947,696 51,082
----------- -----------
Cash, end of quarter $ 886,965 $ 1,352,536
=========== ===========
Reconciliation of net income
to net cash provided by
operating activities:
Net income $ 1,402,269 $ 1,817,461
(Increase) in accrued income (388,380) (385,368)
Decrease in prepaid insurance 4,347 4,775
(Decrease) in accrued expenses (45,132) (28,466)
----------- -----------
Net cash provided by
operating activities $ 973,104 $ 1,408,403
=========== ===========
</Table>
See Notes to Financial Statements.
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MESABI TRUST
NOTES TO FINANCIAL STATEMENTS
Note 1. The financial statements included herein have been prepared without
audit (except for the balance sheet at January 31, 2001) in
accordance with the instructions to Form 10-Q pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to
such rules and regulations. In the opinion of the Trustees, all
adjustments, consisting only of normal recurring adjustments,
necessary for a fair statement of (a) the results of operations for
the six months ended July 31, 2001 and 2000, (b) the financial
positions at July 31, 2001 and January 31, 2001, and (c) the cash
flows for the six months ended July 31, 2001 and 2000, have been
made.
Note 2. Earnings per unit are based on weighted average number of units
outstanding during the period (13,120,010 units).
Note 3. The Trustees attempt to maintain at least $600,000 of liquid assets
as part of an Unallocated Reserve. The actual amount may vary from
quarter to quarter depending upon conditions in the industry and
the judgment of the trustees. The Unallocated Reserve consists of
these liquid assets and accrued revenue (primarily royalties not
yet received). At July 31, 2001, the Unallocated Reserve was
represented by $808,983 in unallocated cash and U.S. Government
securities, and $470,804 of accrued revenue primarily representing
royalties not yet received by the Trust but anticipated to be
received in October 2001 from Northshore as part of the royalty due
with respect to the second fiscal quarter, based upon reported
lessee shipping activity for the month of July 2001.
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ITEM 2. TRUSTEES' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING INFORMATION
Certain statements contained in this document are forward-looking,
including specifically those statements estimating calendar year 2001
production or shipments. All such forward-looking statements are based on
input from the lessee/operator. The Trust has no control over the operations
and activities of the lessee/operator except within the framework of current
agreements. Actual results could differ materially from those indicated in
such statements. Important factors that could cause actual results to differ
materially include those listed in "Important Factors Affecting Mesabi Trust"
below.
BACKGROUND
Leasehold royalty income constitutes the principal source of the
Trust's revenue. Royalty rates are determined in accordance with the terms of
Mesabi Trust's leases and assignments of leases. Three types of royalties
comprise the Trust's leasehold royalty income:
o Overriding royalties, which constitute the majority of Mesabi
Trust's royalty income, are determined by both the volume and
selling price of iron ore products shipped.
o Fee royalties, historically a smaller component of the Trust's
royalty income, are payable to Mesabi Land Trust, a Minnesota
land trust of which Mesabi Trust is the sole beneficiary
("Mesabi Land Trust"), and are based on the amount of crude
ore mined. Currently, the fee royalty on crude ore is based on
an agreed price per ton, subject to certain indexing. Crude
ore is used to produce iron ore pellets and other products.
o Minimum advance royalties, the third type of royalty, are
discussed below.
With respect to the volume component of royalty calculation,
Northshore Mining Company ("Northshore") is obligated to pay Mesabi Trust base
overriding royalties in varying amounts. The volume component of overriding
royalties constitutes a percentage of the gross proceeds of iron ore products
produced at Mesabi Trust lands (and to a limited extent other lands) and
shipped from Silver Bay, Minnesota. The percentage ranges from 2-1/2% of the
gross proceeds for the first one million tons of iron ore products so shipped
annually to 6% of the gross proceeds for all iron ore products in excess of 4
million tons so shipped annually.
With respect to the selling price component of the overriding royalty
calculation, Northshore is obligated to pay to Mesabi Trust royalty bonuses.
The royalty bonus is a percentage of the gross proceeds of product shipped
from Silver Bay and sold at prices above a threshold price. The threshold
price is adjusted on an annual basis for inflation and deflation (but not
below $30). The threshold price was $38.22 for calendar year 1999, $38.82 for
calendar year 2000 and is $39.82 for calendar year 2001. The royalty bonus
percentage ranges from 1/2 of 1% of the gross proceeds (on all tonnage shipped
for sale at prices between the threshold price and $2.00 above the threshold
price) to 3% of the gross proceeds on all tonnage shipped for sale at prices
$10.00 or more above the threshold price. No royalty bonus has been paid to
date.
Generally, Northshore's obligation to pay base overriding royalties
and royalty bonuses with respect to the sale of iron ore products accrues upon
the shipment of those products from Silver Bay. However, regardless of whether
any shipment has occurred, Northshore is obligated to pay to Mesabi Trust a
minimum advance royalty. Each year, the amount of the minimum advance royalty
is adjusted for
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inflation and deflation (but not below $500,000 per annum). Advance royalties
payable were $637,044 for calendar year 1999, were $647,282 for calendar year
2000 and are $663,682 for calendar year 2001. Until overriding royalties (and
royalty bonuses, if any) for a particular year equal or exceed the minimum
advance royalty for the year, Northshore must make quarterly payments of up to
25% of the minimum advance royalty for the year. Because advance minimum
royalties are essentially prepayments of base overriding and bonus royalties
earned each year, any advance minimum royalties paid in a fiscal quarter are
recouped by credits against base overriding and bonus royalties earned in
later fiscal quarters during the year. Historically, advance minimum royalties
have been paid in the first fiscal quarter and recouped in the second fiscal
quarter.
Northshore is obligated to make quarterly royalty payments in
January, April, July and October of each year. In the case of base overriding
royalties and royalty bonuses, these quarterly royalty payments are to be made
whether or not the related proceeds of sale have been received by Northshore
by the time such payments become due.
Under the relevant documents, Northshore may mine and ship iron ore
products from lands other than Mesabi Trust lands. To encourage the use of
iron ore products from Mesabi Trust lands, Mesabi Trust receives royalties on
stated percentages of iron ore shipped from Silver Bay, whether or not the
iron ore products are from Mesabi Trust lands. Mesabi Trust receives royalties
at the greater of (i) the aggregate quantity of iron ore products shipped that
were from Mesabi Trust lands, and (ii) a portion of the aggregate quantity of
all iron ore products shipped that were from any lands, such portion being 90%
of the first four million tons shipped during such year, 85% of the next two
million tons shipped during such year, and 25% of all tonnage shipped during
such year in excess of six million tons.
In its Annual Report for the year ended December 31, 1999 ("CCI's
Annual Report"), Cleveland-Cliffs Inc., parent company of Northshore, the
lessee/operator of Mesabi Trust iron ore interests, stated that it was
continuing to evaluate whether to build a facility to produce pig iron at
CCI's Northshore Mine in Minnesota that would produce premium grade pig iron.
CCI's Annual Report stated that while progress has been made in a number of
areas on the project, a decision relative to proceeding with this project has
been delayed by uncertainty about market conditions and timing of state
environmental permitting. Except for its May 2000 announcement regarding
environmental permitting for the facility (see below), CCI has made no public
disclosure regarding the pig iron facility project since CCI's Annual Report.
(CCI made no reference to the project in its Annual Report for the year ended
December 31, 2000.) Because of the preliminary nature of this information, the
Mesabi Trustees are unable to determine at this time how the addition of a pig
iron facility (if the project proceeds) would impact overall revenues of
Mesabi Trust. As indicated elsewhere in this report, the Trust's revenues are
currently derived almost entirely from iron ore pellet production and sales.
Following LTV Steel's decision to close the LTV Steel Mining
Company's plant at Hoyt Lakes, Minnesota this year, CCI announced in May 2000
that it has asked the Minnesota Pollution Control Agency to delay a decision
on environmental permitting for the possible pig iron facility at CCI's
Northshore Mine in order to evaluate whether its iron ore pellet production
should be increased to meet CCI's future sales requirements. CCI stated that
the requested delay should not be interpreted to mean that CCI has abandoned
plans for a possible pig iron facility. CCI reported that it will be supplying
LTV with a majority of its iron ore pellets over the next 10 years with most
of the pellets expected to come from Minnesota sources that are owned or
managed by CCI.
Earlier this year, CCI announced a reduction in iron ore pellet
production at the Northshore Mine by approximately 700,000 tons in 2001. One
of the pellet production furnaces at the Northshore Mine has been shut down
since January 2001 and will remain idle through approximately September 2001.
CCI cited the impact on its customers of perceived unfairly traded imports and
the general
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deterioration in overall steel demand in North America as reasons for the
production cutback. On May 11, 2001, CCI announced that possible additional
production cutbacks at the Northshore Mine, and several other CCI mines in
Michigan, were currently under review and on July 12, 2001, CCI announced
another reduction in iron ore pellet production at the Northshore Mine by
approximately 500,000 additional tons in 2001. No forecast of the volume of
shipments of iron ore pellets for 2001 was provided.
Mesabi Trust has no employees, but it engages independent consultants
to assist the Trustees in monitoring, among other things, the amount and sales
prices of iron ore products shipped by Northshore from Silver Bay, Minnesota.
As noted above, the information regarding amounts and sales prices of shipped
iron ore products is used to compute the royalties payable to Mesabi Trust by
Northshore. Bankers Trust Company, the Corporate Trustee, also performs
certain administrative functions for Mesabi Trust.
IMPORTANT FACTORS AFFECTING MESABI TRUST
The Agreement of Trust specifically prohibits the Trustees from
entering into or engaging in any business. This prohibition seemingly applies
even to business activities the Trustees deem necessary or proper for the
preservation and protection of the Trust Estate. Accordingly, the Trustees'
activities in connection with the administration of Trust assets are limited
to collecting income, paying expenses and liabilities, distributing net income
and protecting and conserving the assets held.
Accordingly, the income of the Trust is highly dependent upon the
activities and operations of Northshore, and the terms and conditions of the
Amended Assignment Agreements. The Trust and the Trustees have no control over
the operations and activities of Northshore, except within the framework of
the Amended Assignment Agreements.
Due to winter weather, and the increasing royalty percentages based
on tonnage shipped in a calendar year, results for a particular calendar
quarter are typically not indicative of results for future quarters or the
year as a whole. Factors which can impact the results of the Trust in any
quarter or year include:
1. SHIPPING CONDITIONS IN THE GREAT LAKES. Shipping activity by Northshore
is dependent upon when the Great Lakes shipping lanes freeze for the
winter months (typically in January) and when they re-open in the spring
(typically late-March or April). Base overriding royalties to Mesabi
Trust are based on shipments made in a calendar quarter. Because there
typically is little or no shipping activity in the first calendar
quarter, the Trust typically receives only the minimum royalty for that
period.
2. OPERATIONS OF NORTHSHORE. Because the primary portion of the Trust's
revenues derive from iron ore product shipped by Northshore from Silver
Bay, Northshore's processing and shipping activities directly impact the
Trust's revenues in each quarter and for each year. In turn, a myriad of
factors affect Northshore shipment volume. These factors include
economic conditions in the iron ore industry, pricing by competitors,
long-term customer contracts or arrangements by Northshore or its
competitors, availability of ore boats, production at Northshore's
mining operations, and production at the pelletizing/processing
facility. If any pelletizing line becomes idle for any reason,
production and shipments (and, consequently, Trust income) could be
adversely impacted.
3. INCREASING ROYALTIES. As described elsewhere in this Report, the royalty
percentage paid to the Trust increases as the aggregate tonnage of iron
ore products shipped, attributable to the Trust, in
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any calendar year increases. Assuming a consistent sales price per ton
throughout a calendar year, shipments of iron ore product attributable
to the Trust later in the year generate a higher royalty to the Trust.
4. PERCENTAGE OF MESABI TRUST ORE. As described elsewhere in this Report,
Northshore has the ability to process and ship iron ore product from
lands other than Mesabi Trust lands. In certain circumstances, the Trust
may be entitled to royalties on those other shipments, but not in all
cases. In general, the Trust will receive higher royalties (assuming all
other factors are equal) if a higher percentage of shipments are from
Mesabi Trust lands. The percentages of shipments that came from Mesabi
Trust lands were 99.8%, 98.9%, 99.3%, 98.3% and 98.4% in calendar years
2000, 1999, 1998, 1997 and 1996, respectively.
5. UNCERTAINTY OF MARKET CONDITIONS IN THE STEEL AND IRON ORE INDUSTRY.
After a modest improvement in the first half of 2000, North American
steel industry fundamentals deteriorated significantly in the second
half of the year. Weak steel demand, steel industry consolidation and
price decreases attributable to slowing economies in the United States
and Canada, high volumes of steel imports, and significantly rising
energy costs have caused crisis conditions and uncertainty in the North
American steel and iron ore industry. Such current conditions in the
steel and iron ore industry are having an adverse impact on the
royalties that are being paid to the Trust during 2001 and will possibly
impact royalties during subsequent periods.
COMPARISON OF THREE MONTHS ENDED JULY 31, 2001 AND JULY 31, 2000
Mesabi Trust's net income decreased to $979,712 for the three months
ended July 31, 2001, as compared to net income of $1,465,252 for the three
months ended July 31, 2000. Mesabi Trust's gross income for the three months
ended July 31, 2001 was $1,040,694, consisting of $0 in minimum advance
royalty income, $957,653 in overriding royalty income, $71,528 in fee royalty
income and $11,513 in interest income, as compared to gross income of
$1,554,610 consisting of $0 in minimum advance royalty income, $1,463,638 in
overriding royalty income, $82,558 in fee royalty income and $8,414 in
interest income, for the three months ended July 31, 2000. The decrease in
royalty income was primarily due to decreased pellet shipments and a lower
average sales price per ton as compared to the comparable prior period. Mesabi
Trust's expenses for the three months ended July 31, 2001 were $60,982,
compared to expenses of $89,358 for the three months ended July 31, 2000.
COMPARISON OF SIX MONTHS ENDED JULY 31, 2001 AND JULY 31, 2000
Mesabi Trust's net income decreased to $1,402,269 for the six months
ended July 31, 2001, as compared to net income of $1,817,461 for the six
months ended July 31, 2000. Mesabi Trust's gross income for the six months
ended July 31, 2001 was $1,529,816, consisting of $1,469,961 in overriding
royalty income less $110,614 of recouped minimum advance royalty income,
$145,926 in fee royalty income and $24,543 in interest income, as compared to
gross income of $1,998,437 consisting of $0 in minimum advance royalty income,
$1,816,287 in overriding royalty income, $163,379 in fee royalty income and
$18,771 in interest income, for the six months ended July 31, 2000. The
decrease in royalty income was primarily due to decreased pellet shipments as
compared to the comparable prior period. Mesabi Trust's expenses for the six
months ended July 31, 2001 were $127,547, compared to expenses of $180,976 for
the six months ended July 31, 2000.
Mesabi Trust's Unallocated Reserve aggregated $1,279,787 at July 31,
2001, as compared with an Unallocated Reserve of $1,268,837 at July 31, 2000.
The increase of $10,950 was due to the net effect of: (a) a decrease in the
total declared distributions of $0.03 per Unit of Beneficial Interest in total
was $393,601, from the six month period ended July 31, 2000 to the six month
period ending July 31, 2000,
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(b) the January 31, 2001 unallocated reserve balance of $795,918 was $32,541
higher than the January 31, 2000 unallocated reserve balance of $763,377, and
(c) the decrease in net income of $415,192 during the six months ended July
31, 2001 as compared with the six months ended July 31, 2000. The Trustees
anticipate that the amount of Unallocated Reserve will fluctuate from time to
time, depending upon a number of factors, including but not limited to the
income for a particular period, the amount and timing of distributions,
uncertainty about future royalty income and the uncertainty of future expenses.
ROYALTY COMPARISONS
The following chart summarizes Mesabi Trust's royalty income for the
six months ended July 31, 2001 and July 31, 2000, respectively:
<Table>
<Caption>
Six months Ended July 31,
2001 2000
---- ----
Base overriding royalties $1,469,961 $1,816,287
Bonus royalties 0 0
Minimum advance
royalty paid (recouped) (110,614) 0
Fee royalties 145,926 163,379
---------- ----------
Total royalty income $1,505,273 $1,979,666
========== ==========
</Table>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not applicable.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
None.
(b) REPORTS ON FORM 8-K
On July 13, 2001, Mesabi Trust filed a Current Report on Form
8-K regarding a related announcement by Cleveland-Cliffs, Inc.
of a possible reduction of iron ore pellet production at
Northshore.
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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.
MESABI TRUST
--------------------------------------------
(Registrant)
By: BANKERS TRUST COMPANY
Corporate Trustee
Principal Administrative Officer and duly
authorized signatory:*
Date: September 13, 2001 By: /s/ Rodney Gaughan
-----------------------------------------
Name: Rodney Gaughan
Title: Associate
* There are no directors
or executive officers of
the registrant.
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