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Great Northern Iron Ore Properties 10-Q 2011

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32
  5. Ex-32
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q


 

(Mark One)

 

 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - For the Quarterly Period Ended September 30, 2011

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
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 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 No

 

Indicate by check mark whether the registrant has submitted electronically and posted to its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes No

 

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

 

Large accelerated filer  Accelerated filer
Non-accelerated filer Smaller reporting company 

 

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

 

Number of shares of beneficial interest outstanding on September 30, 2011:            1,500,000

 

 

 
 
 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

GREAT NORTHERN IRON ORE PROPERTIES

 

CONDENSED BALANCE SHEETS

 

    September 30
2011
    December 31
2010
 
ASSETS   (Unaudited)     (Note)  
CURRENT ASSETS                
Cash and cash equivalents   $ 941,436     $ 668,310  
United States Treasury securities     4,391,602       5,013,272  
Royalties receivable     6,200,432       6,041,224  
Prepaid expenses     29,417       4,519  
TOTAL CURRENT ASSETS     11,562,887       11,727,325  
                 
NONCURRENT ASSETS                
United States Treasury securities     5,472,203       3,025,924  
                 
PROPERTIES                
Mineral and surface lands     39,479,708       39,127,058  
Less: Allowances for accumulated depletion and amortization     -37,055,077       -36,614,977  
      2,424,631       2,512,081  
                 
Building and equipment     316,816       313,831  
Less: Allowances for accumulated depreciation     -204,100       -196,069  
      112,716       117,762  
TOTAL PROPERTIES     2,537,347       2,629,843  
TOTAL ASSETS   $ 19,572,437     $ 17,383,092  
                 
LIABILITIES AND BENEFICIARIES' EQUITY                
CURRENT LIABILITIES                
Accounts payable and accrued expenses   $ 180,856     $ 111,556  
Distributions     6,000,000       5,625,000  
TOTAL CURRENT LIABILITIES     6,180,856       5,736,556  
                 
NONCURRENT LIABILITIES                
Deferred compensation     181,500       181,500  
Liability for pension benefits     922,627       1,349,314  
TOTAL NONCURRENT LIABILITIES     1,104,127       1,530,814  
TOTAL LIABILITIES     7,284,983       7,267,370  
                 
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     14,133,398       12,204,529  
Accumulated other comprehensive loss     -1,845,944       -2,088,807  
TOTAL BENEFICIARIES' EQUITY     12,287,454       10,115,722  
TOTAL LIABILITIES AND BENEFICIARIES' EQUITY   $ 19,572,437     $ 17,383,092  

 

Note: The balance sheet at December 31, 2010, 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.

 

-1- 

 
 

 

GREAT NORTHERN IRON ORE PROPERTIES

 

CONDENSED STATEMENTS OF INCOME

(Unaudited)

 

    Three Months Ended
September 30
    Nine Months Ended
September 30
 
    2011     2010     2011     2010  
REVENUES                                
Royalties   $ 6,473,243     $ 6,000,712     $ 18,431,116     $ 14,345,568  
Interest and other income     21,192       66,864       84,050       180,918  
      6,494,435       6,067,576       18,515,166       14,526,486  
Costs and expenses     -838,126       -824,145       -2,711,297       -2,518,257  
                                 
NET INCOME   $ 5,656,309     $ 5,243,431     $ 15,803,869     $ 12,008,229  
                                 
Weighted-average shares outstanding     1,500,000       1,500,000       1,500,000       1,500,000  
                                 
BASIC & DILUTED EARNINGS PER SHARE   $ 3.77     $ 3.50     $ 10.54     $ 8.01  
                                 
Distributions declared per share   $ 4.00  (1)   $ 3.75  (2)   $  9.25  (3)   $ 8.50  (4)

 

 

(1) $4.00   declared 9/16/2011
    payable 10/31/2011
       
       
(2) $3.75   declared 9/10/2010
    paid 10/29/2010
       
       
(3) $2.25   declared 3/10/2011
    paid 4/29/2011
plus    $3.00   declared 6/10/2011
    paid 7/29/2011
plus $4.00   declared 9/16/2011
    payable 10/31/2011
       
       
(4) $2.00   declared 3/22/2010
    paid 4/30/2010
plus $2.75   declared 6/7/2010
    paid 7/30/2010
plus $3.75   declared 9/10/2010
    paid 10/29/2010

 

 

See notes to condensed financial statements.

 

-2-

 

 
 

 

GREAT NORTHERN IRON ORE PROPERTIES

 

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Nine Months Ended
September 30
 
    2011     2010  
Cash flows from operating activities:                
Cash received from royalties and rents   $ 17,964,950     $ 12,288,951  
Cash paid to suppliers and employees     -2,386,888       -2,274,943  
Interest received     13,749       69,306  
NET CASH PROVIDED BY OPERATING ACTIVITIES     15,591,811       10,083,314  
                 
Cash flows from investing activities:                
U.S. Treasury securities purchased     -6,075,000       -2,450,000  
U.S. Treasury securities matured     4,275,000       3,250,000  
Expenditures for building and equipment     -18,685       -22,486  
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES     -1,818,685       777,514  
                 
Cash flows from financing activities:                
Distributions paid     -13,500,000       -11,025,000  
NET CASH USED IN FINANCING ACTIVITIES     -13,500,000       -11,025,000  
                 
Net increase (decrease) in cash and cash equivalents     273,126       -164,172  
                 
Cash and cash equivalents at beginning of year     668,310       924,234  
                 
CASH AND CASH EQUIVALENTS AT SEPTEMBER 30   $ 941,436     $ 760,062  

 

 

 

 

 

 

 

See notes to condensed financial statements.

 

-3-

 

 
 

 

GREAT NORTHERN IRON ORE PROPERTIES

 

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

Periods of Three and Nine Months ended September 30, 2011 and September 30, 2010

 

Note 1 – 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, 2010.

 

Note 2 – SECURITIES

 

United States Treasury securities are classified as “held-to-maturity” securities and are carried at cost, adjusted for accrued interest and amortization of premium or discount. The aggregate fair values listed in the table below are based on quoted prices in active markets for identical assets (Level 1). Securities recognized as current assets will mature within one year of the respective period ending date stated below. Securities recognized as noncurrent assets will mature one to three years from the respective period ending date stated below. Following is a summary of the securities as of the periods stated:

 

    Current   Noncurrent  
    Sept. 30, 2011   Dec. 31, 2010   Sept. 30, 2011   Dec. 31, 2010  
Aggregate fair value   $ 4,387,576   $ 5,017,250   $ 5,470,463   $ 3,014,093  
Gross unrealized holding gains     -3,923     -13,938     -15,796     -3,358  
Gross unrealized holding losses             1,778     4,732  
Amortized cost basis     4,383,653     5,003,312     5,456,445     3,015,467  
Accrued interest     7,949     9,960     15,758     10,457  
Amounts shown on balance sheets   $ 4,391,602   $ 5,013,272   $ 5,472,203   $ 3,025,924  

 

 

 

 

 

-4-

 

 
 

Note 3 – PENSION PLAN

 

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

 

    Three Months Ended
Sept. 30
  Nine Months Ended
Sept. 30
 
    2011   2010   2011   2010  
Service cost   $ 69,911   $ 61,605   $ 209,735   $ 184,817  
Interest cost     79,965     79,668     239,895     239,002  
Expected return on assets     –108,397     –96,745     –325,193     –290,237  
Amortization of net loss     76,587     54,428     229,761     163,285  
Amortization of prior service cost     4,367     4,367     13,102     13,102  
Net periodic pension cost   $ 122,433   $ 103,323   $ 367,300   $ 309,969  

 

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 2011 was $551,124, which contribution was made in August 2011.

 

Note 4 – 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 September 30, 2011:

 

Attorneys’ fees and expenses         $ 1,024,834
Costs of surface lands           6,606,815
Cumulative shipment credits           –2,253,321
Cumulative asset disposition credits           –372,124
             
Principal Charges account balance         $ 5,006,204

 

 

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 5 – COMPREHENSIVE INCOME

 

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

 

    Three Months Ended
Sept. 30
  Nine Months Ended
Sept. 30
 
    2011   2010   2011   2010  
Net income   $ 5,656,309   $ 5,243,431   $ 15,803,869   $ 12,008,229  
Other comprehensive income:                          
     Defined benefit pension plan -                          
       Amortization of net loss     76,587     54,428     229,761     163,285  
       Amortization of prior service cost     4,367     4,367     13,102     13,102  
Total other comprehensive income     80,954     58,795     242,863     176,387  
Total comprehensive income   $ 5,737,263   $ 5,302,226   $ 16,046,732   $ 12,184,616  

 

Note 6 – NEW ACCOUNTING PRONOUNCEMENTS

 

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." This ASU addresses fair value measurement and disclosure requirements within Accounting Standards Codification ("ASC") Topic 820 for the purpose of providing consistency and common meaning between U.S. GAAP and IFRSs. Generally, this ASU is not intended to change the application of the requirements in Topic 820. Rather, this ASU primarily changes the wording to describe many of the requirements in U.S. GAAP for measuring fair value or for disclosing information about fair value measurements. This ASU is effective for periods beginning after December 15, 2011. It is not expected to have any impact on the Trust’s financial statements or disclosures.

 

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” This ASU increases the prominence of other comprehensive income (“OCI”) in the financial statements and provides companies two options for presenting OCI, which until now has typically been placed within the statement of equity. One option allows an OCI statement to be included with the net income statement, and together the two will make a statement of total comprehensive income. Alternately, companies may present an OCI statement separate from the net income statement; however, the two statements will have to appear consecutively within a financial report. This ASU does not affect the types of items that are reported in OCI, nor does it affect the calculation or presentation of earnings per share. For public companies, this ASU is effective for periods beginning after December 15, 2011. The Trust will adopt the OCI presentation requirements required by ASU No. 2011-05 beginning with its first quarter in 2012.

 

 

 

 

 

 

 

-6-

 

 
 

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

 

Periods of Three and Nine Months ended September 30, 2011 and September 30, 2010

 

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 survivor of eighteen persons named in the Trust Agreement. The last survivor of these eighteen persons died on April 6, 1995. Accordingly, the Trust terminates twenty years from April 6, 1995, that being April 6, 2015.

 

At the end of the Trust on 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 and the active leases) must be conveyed and transferred to the reversioner (currently Glacier Park Company, a wholly owned subsidiary of ConocoPhillips Company) 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, 2010, the net monies were approximately $7,486,000 and the Principal Charges account balance was approximately $4,840,000, resulting in a final distribution payable of approximately $12,326,000, or about $8.22 per share. After payment of this final distribution, the certificates of beneficial interest (shares) would be cancelled and 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. The Trust offers this example to further inform investors about the conceptual nature of the final distribution and does not imply or guarantee a specific known final distribution amount.

 

Results of Operations:

Royalties increased $4,085,548 and $472,531 during the nine months and three months ended September 30, 2011, respectively, as compared to the same periods in 2010, due mainly to a higher overall average earned royalty rate caused by escalation of producer price indices.

 

-7-

 

 
 

Interest and other income decreased $96,868 and $45,672 during the nine months and three months ended September 30, 2011, respectively, as compared to the same periods in 2010, due mainly to less gravel revenues received and reduced yields on the Trust’s investments.

 

Costs and expenses increased $193,040 and $13,981 during the nine months and three months ended September 30, 2011, respectively, as compared to the same periods in 2010, due mainly to increased legal expenditures associated with the execution of a new lease and a surface land acquisition, as well as additional pension expense pertaining to the defined benefit pension plan.

 

At their meeting held on September 16, 2011, the Trustees declared a distribution of $4.00 per share, amounting to $6,000,000 payable October 31, 2011, to certificate holders of record at the close of business on September 30, 2011. The Trustees have now declared three quarterly distributions in 2011. The first, in the amount of $2.25 per share, was paid on April 29, 2011, to certificate holders of record on March 31, 2011; the second, in the amount of $3.00 per share, was paid on July 29, 2011, to certificate holders of record on June 30, 2011; and the third, that being the current distribution. The first, second and third quarter 2010 distributions were $2.00, $2.75 and $3.75 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 January 2012 to certificate holders of record on December 30, 2011.

 

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.

 

-8-

 

 
 

PART II. OTHER INFORMATION

 

Item 1.    Legal Proceedings

- None

 

Item 1A. Risk Factors

There are no material changes from the risk factors previously disclosed in the Trust’s December 31, 2010 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.    (Removed and Reserved)

- Not applicable

 

Item 5.    Other Information

- None

 

Item 6.    Exhibits

Exhibit No.   Document
- 31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
- 31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
- 32   Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed)
- 101.INS   XBRL Instance Document (Interactive Data File)
- 101.SCH   XBRL Taxonomy Extension Schema (Interactive Data File)
- 101.CAL   XBRL Taxonomy Extension Calculation Linkbase (Interactive Data File)
- 101.LAB   XBRL Taxonomy Extension Label Linkbase (Interactive Data File)
- 101.PRE   XBRL Taxonomy Extension Presentation Linkbase (Interactive Data File)

 

 

 

-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 October 25, 2011   By  /s/  Joseph S. Micallef  
        Joseph S. Micallef, President of the Trustees
and Chief Executive Officer
 
           
           
Date October 25, 2011   By /s/  Thomas A. Janochoski  
        Thomas A. Janochoski, Vice President &
Secretary and Chief Financial Officer
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-10-

 

 
 

QUARTERLY REPORT ON FORM 10-Q

 

EXHIBIT INDEX

 

QUARTER ENDED:   SEPTEMBER 30, 2011

 

GREAT NORTHERN IRON ORE PROPERTIES

 

W-1290 First National Bank Building

332 Minnesota Street

Saint Paul, Minnesota 55101-1361

 

Exhibit No.   Document
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002
32   Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed)
101.INS   XBRL Instance Document (Interactive Data File)
101.SCH   XBRL Taxonomy Extension Schema (Interactive Data File)
101.CAL   XBRL Taxonomy Extension Calculation Linkbase (Interactive Data File)
101.LAB   XBRL Taxonomy Extension Label Linkbase (Interactive Data File)
101.PRE   XBRL Taxonomy Extension Presentation Linkbase (Interactive Data File)

 

 

 

 

 

 

 

 
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