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 April 30, 1999 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)
(212) 250-6519
(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 June 7, 1999, there were 13,120,010 Units of Beneficial Interest in
Mesabi Trust outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (NOTE 1)
THREE MONTHS ENDED
APRIL 30,
------------------------------
1999 1998
---- ----
A. Condensed Statements of Income
Revenues:
Royalty income $ 443,931 $ 484,259
Interest income 12,029 15,192
----------- -----------
$ 455,960 $ 499,451
Expenses 85,917 69,718
----------- -----------
Net income $ 370,043 $ 429,733
----------- -----------
----------- -----------
Weighted average number
of units outstanding 13,120,010 13,120,010
Net income per unit (Note 2) $ 0.028204 $ 0.032754
Distributions declared
per unit $ -- $ --
See Notes to Financial Statements.
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B. Condensed Balance Sheets
Assets: April 30, 1999 January 31, 1999
-------------- ----------------
Cash $ 30,089 $2,115,273
U.S. Government securities,
at amortized cost (which
approximates market) 751,983 534,914
Accrued income 323,410 134,991
Prepaid insurance 2,301 4,861
---------- ----------
$1,107,783 $2,790,039
---------- ----------
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
---------- ----------
$1,107,786 $2,790,042
---------- ----------
---------- ----------
Liabilities, Unallocated
Reserve and Trust Corpus:
Liabilities:
Distribution payable $ -- $2,033,602
Accrued expenses 24,788 43,485
---------- ----------
$ 24,788 $2,077,087
Unallocated reserve (Note 3) 1,082,995 712,952
Trust Corpus 3 3
---------- ----------
$1,107,786 $2,790,042
---------- ----------
---------- ----------
See Notes to Financial Statements.
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C. Condensed Statements of Cash Flows
THREE MONTHS ENDED
APRIL 30,
----------------------------
1999 1998
---- ----
Cash flows from operating activities:
Royalties received $ 248,176 $ 253,206
Interest received 19,365 22,243
Expenses paid (102,054) (105,022)
----------- -----------
Net cash provided by
operating activities $ 165,487 $ 170,427
----------- -----------
Cash flows from investing activities:
Maturities of U.S. Government
securities $ 2,475,407 $ 3,958,980
Purchases of U.S. Government
securities (2,692,476) (3,962,074)
----------- -----------
Net cash provided by (used in)
investing activities $ (217,069) $ (3,094)
----------- -----------
Cash flows from financing activities:
Net cash (used in) financing
activities, distributions
to Unitholders $(2,033,602) $(3,476,803)
----------- -----------
Net increase/(decrease) in cash $(2,085,184) $(3,309,470)
Cash, beginning of year 2,115,273 3,607,221
----------- -----------
Cash, end of quarter $ 30,089 $ 297,751
----------- -----------
----------- -----------
Reconciliation of net income to net cash
provided by operating activities:
Net income $ 370,043 $ 429,733
(Increase)/decrease in accrued income (188,419) (224,002)
Increase/(decrease) in prepaid insurance 2,560 2,048
(Decrease) in accrued expenses (18,697) (37,352)
----------- -----------
Net cash provided by operating activities $ 165,487 $ 170,427
----------- -----------
----------- -----------
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, 1999) 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 three months ended April 30, 1999 and 1998, (b) the financial
positions at April 30, 1999 and January 31, 1999, and (c) the cash
flows for the three months ended April 30, 1999 and 1998, 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 $500,000 of liquid assets as part
of an Unallocated Reserve. The Unallocated Reserve consists of
these liquid assets and accrued revenue (primarily royalties not
yet received). At April 30, 1999, the Unallocated Reserve was
represented by $759,585 in unallocated cash and U.S. Government
securities, and $323,410 of accrued revenue primarily representing
royalties not yet received by the Trust but anticipated to be
received in July 1999 from Northshore as part of the royalty due
with respect to the first fiscal quarter, based upon reported
lessee shipping activity for the month of April 1999.
5
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 1999
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:
- 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.
- 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.
- 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 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 $37.29 for calendar year 1997, was $38.21
for calendar year 1998 and is $38.22 for calendar year 1999. 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.
6
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 inflation and deflation
(but not below $500,000 per annum). Advance royalties payable were $621,606
for calendar year 1997, were $636,935 for calendar year 1998 and are $637,044
for calendar year 1999. 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 fiscal year ended December 31, 1998
("Report"), Cleveland Cliffs, Inc. ("CCI"), 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 annually produce 700,000 metric
tons of premium grade pig iron. In the Report, it was stated that good
progress has been made in a number of areas on the project, but that a
decision relative to proceeding with this project has been delayed by
uncertainty about market conditions and timing of state environmental
permitting. In its most recently released quarterly report on Form 10-Q for
the quarter ended March 31, 1999, CCI did not provide an update regarding its
plans, if any, for a pig iron facility, but did state that prevailing market
conditions have rendered "[i]mported pig iron . . . available at very low
prices." 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.
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.
7
IMPORTANT FACTORS AFFECTING MESABI TRUST
The Agreement of Trust specifically prohibits the Trustees from
entering into or engaging in any business. This prohibition 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. In fact, it was recently
reported that CCI expects ore prices in 1999 to be 6% to 7% below
last year's prices. It was also recently reported the CCI's mines,
one of which is the Trust's Peters mine, are likely to take temporary
shutdowns in the second half of 1999 in order to reduce excessive ore
inventories. Although CCI has not indicated the extent or duration of
such shutdowns of properties, it is reasonable to expect that Trust
royalties will be lower than last year's royalties during comparable
periods.
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
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 99.3%, 98.3%,
98.4%, 90.6% and 88.3% in calendar years 1998, 1997, 1996, 1995 and
1994, respectively.
8
COMPARISON OF THREE MONTHS ENDED APRIL 30, 1999 AND APRIL 30, 1998
Mesabi Trust's net income decreased to $370,043 for the fiscal
quarter ended April 30, 1999, as compared to net income of $429,733 for the
fiscal quarter ended April 30, 1998. Mesabi Trust's gross income for the
fiscal quarter ended April 30, 1999 was $455,960, consisting of $354,467 in
minimum advance royalty income, $0 in overriding royalty income, $89,464 in
fee royalty income and $12,029 in interest income, as compared to gross
income of $499,451 consisting of $395,554 in minimum advance royalty income,
$0 in overriding royalty income, $88,705 in fee royalty income and $15,192 in
interest income, for the fiscal quarter ended April 30, 1998. 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 fiscal quarter
ended April 30, 1999 were $85,917, compared to expenses of $69,718 for the
fiscal quarter ended April 30, 1998.
Mesabi Trust's Unallocated Reserve aggregated $1,082,995 at April
30, 1999, as compared with an Unallocated Reserve of $1,149,532 at April 30,
1998. The decrease of $66,537 was due to the net effect of: (a) the decrease
in net income of $59,690 during the three months ended April 30, 1999 as
compared with the three months ended April 30, 1998 and (b) the January 31,
1999 unallocated reserve balance of $712,952 was $6,847 lower than the
January 31, 1998 unallocated reserve balance of $719,799. 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
quarters ended April 30, 1999 and April 30, 1998, respectively:
Three Months Ended April 30,
1999 1998
---- ----
Base overriding royalties $354,467 $395,554
Bonus Royalties 0 0
Minimum advance
royalty paid (recouped) 0 0
-------- --------
$354,467 $395,554
Fee royalties 89,464 88,705
Total royalty income $443,931 $484,259
IMPACT OF YEAR 2000
Computer programs have historically been written to abbreviate
dates by using two digits instead of four digits to identify a particular
year. The so-called "Year 2000 problem" is the inability of computer software
or hardware to recognize or properly process dates ending in "00" and dates
after the Year 2000. Significant attention is being focused as the Year 2000
approaches on updating or replacing such software and hardware in order to
avoid system failures, miscalculations or business interruptions that might
otherwise result. The Trustees of Mesabi Trust are taking steps we believe
are necessary to insure that this potential problem does not adversely affect
the Trust. We are continuing our as-yet incomplete assessment of the impact
of the Year 2000 problem.
9
Because it is a trust entity and has no operations of its own,
Mesabi Trust believes that the costs and efforts it may incur to address the
Year 2000 problem will not be material. The Year 2000 problem may, however,
adversely impact Mesabi Trust indirectly by affecting the businesses and
operations of parties with which the Trustees interact in the normal course
of administering the Trust (which activities, as noted elsewhere in this
report, are limited to collecting income, paying expenses and liabilities,
distributing net income and protecting and conserving the assets held). There
can be no assurance that Mesabi Trust will be able to effectively address
Year 2000 issues in a cost-efficient manner and without interruption, or that
Year 2000 problems encountered by parties with which the Trustees interact in
the normal course of administering the Trust will not adversely affect the
Trust.
Mesabi Trust's state of readiness for the Year 2000, our estimated
costs associated with Year 2000 issues, the risks we face associated with
Year 2000 issues and our Year 2000 contingency plans are summarized below.
STATE OF READINESS -- Mesabi Trust has no internal computer
programs or systems. Externally, Mesabi Trust has implemented a three-phase
process to assess Year 2000 compliance of systems used by parties with which
the Trustees interact in the normal course of administering the Trust, and
remediate any material non-compliance. The phases are (1) to identify the
parties with which the Trustees interact in the course of operating the Trust
and determine whether they are significant to the operation and performance
of the Trust (so-called "core parties"); (2) to contact the core parties by,
among other methods, sending them letters and questionnaires designed to
solicit information relating to the Year 2000 problem; and (3) to evaluate
the responses received from the core parties. We have completed the first two
phases of this external process. We have received and evaluated responses to
our inquiries from most of the core parties and do not believe such
responding core parties face Year 2000 compliance problems that would have a
material effect on the Trust. We have been following up, and plan to continue
to follow up during 1999, with those core parties who have not yet responded
to our inquiries as well as those who have indicated that their compliance
efforts are not yet entirely complete.
COSTS ASSOCIATED WITH YEAR 2000 ISSUES -- We estimate that the
future costs associated with implementing all phases of our Year 2000
assessment and resolving any Year 2000 problems will be between $5,000 and
$20,000. We believe that these costs, assuming this estimate is accurate,
would not have a material effect on the Trust's performance. We estimate our
costs to date associated with Year 2000 issues to be less than $5,000. We
anticipate that cash flow from Trust income will be used to pay the costs to
address Year 2000 issues. All Year 2000 costs are expensed as incurred.
RISKS ASSOCIATED WITH YEAR 2000 ISSUES -- We are unaware of any
material risk to Mesabi Trust associated with Year 2000 issues at the present
time. We believe that the reasonably likely worst case Year 2000 scenario is
a decrease in the efficiency with which the Trust collects income and pays
expenses and liabilities, and a decrease in the efficiency with which the
Trust receives payments from Northshore. A decrease in efficiency would not
necessarily result in a decrease in the performance of the Trust, however,
because we believe that alternative collection methods could be arranged
within a relatively short period of time. Any disruption, however, could
result in delayed or lost revenue.
CONTINGENCY PLANS -- The Trustees' contingency plan, if one or
more of the core parties suffers a significant Year 2000 problem, is to
identify alternative vendors and service providers where practicable in an
effort to decrease the impact on Mesabi Trust. The Trustees have not yet
identified such alternative vendors and service providers. Because there is
no practical alternative to Northshore's role as lessee/operator of Mesabi
Trust iron ore interests, the contingency plan if royalty payments by
10
Northshore are adversely affected by a Year 2000 problem would likely include
delays of distributions to Unit holders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Not applicable.
PART II - OTHER INFORMATION
ITEM 2. LEGAL PROCEEDINGS.
None.
ITEM 3. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 4. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 6. OTHER INFORMATION.
None.
ITEM 7. EXHIBITS AND REPORTS ON FORM 8-K.
27.1 Financial Data Schedule.......................Filed herewith.
11
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: June 14, 1999 By: /s/ Robert Caporale
----------------------------------
Name: Robert Caporale
Title: Principal
* There are no directors
or executive officers of
the registrant.
12
EXHIBIT INDEX
ITEM NO. DESCRIPTION
-------- -----------
27.1 Financial Data Schedule..............Filed herewith.
13