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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 SEPTEMBER 30, 2003
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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
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GREAT NORTHERN IRON ORE PROPERTIES
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(Exact name of registrant as specified in its charter)
Minnesota 41-0788355
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(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
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(Address of principal executive office) (Zip Code)
(651) 224-2385
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(Registrant's telephone number, including area code)
Not Applicable
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(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 ___
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes _X_ No ___
Number of shares of beneficial interest outstanding on September 30, 2003:
1,500,000
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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GREAT NORTHERN IRON ORE PROPERTIES
CONDENSED BALANCE SHEETS
September 30 December 31
2003 2002
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(Unaudited) (Note)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,111,692 $ 663,230
United States Treasury securities 4,038,277 4,242,067
Royalties receivable 2,650,503 2,635,883
Prepaid expenses 22,166 2,760
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TOTAL CURRENT ASSETS 7,822,638 7,543,940
NONCURRENT ASSETS
United States Treasury securities 4,563,672 3,760,674
Prepaid pension expense 831,256 708,207
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5,394,928 4,468,881
PROPERTIES
Mineral lands 38,577,007 38,577,007
Less allowances for depletion and
amortization 34,029,715 33,873,565
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4,547,292 4,703,442
Building and equipment--at cost, less
allowances for accumulated depreciation
(9/30/03 - $206,147; 12/31/02 - $197,020) 156,982 157,400
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4,704,274 4,860,842
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$17,921,840 $16,873,663
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LIABILITIES AND BENEFICIARIES' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 118,800 $ 85,574
Distributions 2,550,000 2,250,000
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TOTAL CURRENT LIABILITIES 2,668,800 2,335,574
NONCURRENT LIABILITIES 13,700 13,700
BENEFICIARIES' EQUITY, including certificate holders'
equity, represented by 1,500,000 shares of
beneficial interest authorized and outstanding,
and reversionary interest 15,239,340 14,524,389
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$17,921,840 $16,873,663
=========== ===========
Note: The balance sheet at December 31, 2002 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.
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GREAT NORTHERN IRON ORE PROPERTIES
CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
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September 30 September 30
------------------------------- -------------------------------
2003 2002 2003 2002
---------- ---------- ---------- ----------
Revenues:
Royalties $2,954,900 $1,982,911 $9,250,162 $6,241,387
Interest and other income 76,756 94,572 303,101 348,549
---------- ---------- ---------- ----------
3,031,656 2,077,483 9,553,263 6,589,936
Costs and expenses 509,588 470,750 1,638,312 1,417,635
---------- ---------- ---------- ----------
NET INCOME $2,522,068 $1,606,733 $7,914,951 $5,172,301
========== ========== ========== ==========
Weighted-average shares outstanding 1,500,000 1,500,000 1,500,000 1,500,000
BASIC & DILUTED EARNINGS PER SHARE $ 1.68 $ 1.07 $ 5.28 $ 3.45
========== ========== ========== ==========
Distributions declared per share $ 1.70(1) $ 1.40(2) $ 4.80(3) $ 3.90(4)
Distributions paid per share $ 1.60(5) $ 1.40(6) $ 4.60(7) $ 4.10(8)
(1) $1.70 declared 9/12/2003
payable 10/31/2003
(2) $1.40 declared 9/13/2002
paid 10/31/2002
(3) $1.50 declared 3/14/2003 plus $1.60 declared 6/9/2003 plus $1.70 declared 9/12/2003
paid 4/30/2003 paid 7/31/2003 payable 10/31/2003
(4) $1.10 declared 3/13/2002 plus $1.40 declared 6/17/2002 plus $1.40 declared 9/13/2002
paid 4/30/2002 paid 7/31/2002 paid 10/31/2002
(5) $1.60 declared 6/9/2003
paid 7/31/2003
(6) $1.40 declared 6/17/2002
paid 7/31/2002
(7) $1.50 declared 12/20/2002 plus $1.50 declared 3/14/2003 plus $1.60 declared 6/9/2003
paid 1/31/2003 paid 4/30/2003 paid 7/31/2003
(8) $1.60 declared 12/10/2001 plus $1.10 declared 3/13/2002 plus $1.40 declared 6/17/2002
paid 1/31/2002 paid 4/30/2002 paid 7/31/2002
See notes to condensed financial statements.
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GREAT NORTHERN IRON ORE PROPERTIES
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
---------------------------
September 30
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2003 2002
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Cash flows from operating activities:
Cash received from royalties and rents $ 9,373,027 $ 6,899,306
Cash paid to suppliers and employees (1,562,746) (1,255,227)
Interest received 216,408 305,546
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NET CASH PROVIDED BY OPERATING ACTIVITIES 8,026,689 5,949,625
Cash flows from investing activities:
U.S. Treasury securities purchased (3,550,000) (2,725,000)
U.S. Treasury securities matured 2,900,000 3,100,000
Net expenditures for equipment (28,227) (24,776)
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NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (678,227) 350,224
Cash flows from financing activities:
Distributions paid (6,900,000) (6,150,000)
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NET CASH USED IN FINANCING ACTIVITIES (6,900,000) (6,150,000)
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Net increase in cash and cash equivalents 448,462 149,849
Cash and cash equivalents at beginning of year 663,230 759,281
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CASH AND CASH EQUIVALENTS AT SEPTEMBER 30 $ 1,111,692 $ 909,130
=========== ===========
See notes to condensed financial statements.
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GREAT NORTHERN IRON ORE PROPERTIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Periods of Three and Nine Months ended September 30, 2003 and September 30, 2002
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, 2002.
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. 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 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 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 September 30, 2003:
Attorneys' fees and expenses ...................................... $ 1,024,834
Cost of surface lands ............................................. 5,703,265
Cumulative shipment credits ....................................... -1,151,147
Asset disposition credits ....................................... -57,950
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Principal Charges account ......................................... $ 5,519,002
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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.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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Periods of Three and Nine Months ended September 30, 2003 and September 30, 2002
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
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.
In addition, by the terms of a District Court Order dated November 29, 1982, the
reversioner, in effect, is required to pay the balance in the Principal Charges
account (see Note B above) which primarily represents the costs of acquiring
homes and land parcels on the iron formation that are necessary for the orderly
mine development by United States Steel Corporation under its 1959 lease with
the Trustees. This account balance, which may increase or decrease, will be
added to the cash distributable to the certificate holders of record at the
termination of the Trust.
Results of Operations:
----------------------
Royalties increased $3,008,775 and $971,989 during the nine months and three
months ended September 30, 2003, respectively, as compared to the same periods
in 2002, due mainly to increased taconite production from Trust lands.
Interest and other income decreased $45,448 and $17,816 during the nine months
and three months ended September 30, 2003, respectively, as compared to the same
periods in 2002, due mainly to reduced yields on our funds held for investment.
Costs and expenses increased $220,677 and $38,838 during the nine months and
three months ended September 30, 2003, respectively, as compared to the same
periods in 2002, due mainly to costs associated with the Court-approved increase
in compensation of the President of the Trustees, higher pension expense caused,
in part, by a lower return on pension assets, and increased shareholder
relations expenditures resulting from additional corporate governance
requirements.
At their meeting held on September 12, 2003, the Trustees declared a third
quarter distribution of $1.70 per share, amounting to $2,550,000 payable October
31, 2003 to certificate holders of record at the close of business on September
30, 2003. The Trustees have now declared three quarterly distributions in 2003.
The first, in the amount of $1.50 per share, was paid on April 30, 2003 to
certificate holders of record on March 31, 2003; the second, in the amount of
$1.60 per share, was paid on July 31, 2003 to certificate holders of record on
June 30, 2003; and the third,
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that being the current distribution. The first, second and third quarter 2002
distributions were $1.10, $1.40 and $1.40 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 2004 to certificate holders of record on December 31, 2003.
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:
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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
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- 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.
PART II. OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings
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- None
Item 2. Changes in Securities and Use of Proceeds
- -------------------------------------------------
- None
Item 3. Defaults Upon Senior Securities
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- None
Item 4. Submission of Matters to a Vote of Certificate Holders
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- None
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Item 5. Other Information
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- None
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
Exhibit 31.1 - Certification of Chief Executive Officer
pursuant to Section 302 of Sarbanes-Oxley Act of 2002
Exhibit 31.2 - Certification of Chief Financial Officer
pursuant to Section 302 of Sarbanes-Oxley Act of 2002
Exhibit 32 - Certifications of Chief Executive Officer and
Chief Financial Officer pursuant to Section 906 of
Sarbanes-Oxley Act of 2002 (Furnished but not filed)
(b) Reports on Form 8-K - None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GREAT NORTHERN IRON ORE PROPERTIES
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(Registrant)
Date October 16, 2003 By /s/ Joseph S. Micallef
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Joseph S. Micallef, President of the Trustees and
Chief Executive Officer
Date October 16, 2003 By /s/ Thomas A. Janochoski
---------------- -------------------------------------------------
Thomas A. Janochoski, Vice President &
Secretary and Chief Financial Officer
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