UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended January 31, 2015

 

o         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: 1-4488

 

MESABI TRUST

(Exact name of registrant as specified in its charter)

 

New York

 

13-6022277

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

c/o Deutsche Bank Trust Company Americas

 

 

Trust & Agency Services

 

 

60 Wall Street

 

 

16 th  Floor

 

 

New York, New York

 

10005

(Address of principal executive offices)

 

(Zip Code)

 

(904) 271-2520

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Units of Beneficial Interest in Mesabi Trust

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. No  x  Yes  o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. No  x   Yes  o

 

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 o

 

Indicate by check mark whether the Registrant has submitted electronically and posted on 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 x  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company.)

 

 

 

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

 

As of July 31, 2014, the aggregate market value of the Units of Beneficial Interest in the registrant held by non-affiliates of the registrant was $243,333,174* based on the closing sale price as reported on the New York Stock Exchange.  As of April 13, 2015, there were 13,120,010 Units of Beneficial Interest in Mesabi Trust outstanding.

 


*Includes approximately $185,800 representing the market value, as of July 31, 2014, of 10,000 Units of Beneficial Interest the beneficial ownership of which is disclaimed by affiliates (see Item 12 herein).

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Document

 

Parts Into Which
Incorporated

Annual Report of the Trustees for the Fiscal Year Ended January 31, 2015 (Annual Report)

 

Parts I, II, and IV

 

 

 



 

PART I

 

ITEM 1.                                               BUSINESS.

 

(a)                                  General Development of Business .

 

The information under the headings “Trustees’ Discussion and Analysis of Financial Condition and Results of Operations,” “The Trust Estate,” “Leasehold Royalties,” and “Land Trust and Fee Royalties” beginning on pages 14, 23, 30 and 33, respectively, of the Annual Report of the Trustees of Mesabi Trust for the fiscal year ended January 31, 2015 (the “Annual Report”) is incorporated herein by reference.

 

(b)                                  Financial Information About Segments .

 

Substantially all of the revenue, operating profits and assets of Mesabi Trust (“Mesabi Trust” or the “Trust”) relate to one business segment—iron ore mining.  The information under the heading “Selected Financial Data” set forth on page 13 of the Annual Report is incorporated herein by reference.

 

(c)                                   Narrative Description of Business .

 

The information under the headings “Overview,” “Trustees’ Discussion and Analysis of Financial Condition and Results of Operations,” “The Trust Estate,” and “Leasehold Royalties” beginning on pages 2, 14, 23 and 30, respectively, of the Annual Report is incorporated herein by reference.

 

(d)                                  Financial Information About Geographical Areas .

 

All of the Trust’s revenues are derived from the assets of the Trust, information of which is set forth under the heading “The Trust Estate” beginning on page 23 of the Annual Report. The information under the heading “Selected Financial Data” set forth on page 13 of the Annual Report is incorporated herein by reference.

 

(e)                                   Availability of Reports on Registrant’s Website .

 

The information on the cover page of the Annual Report, set forth on page 1 thereof, is incorporated herein by reference.

 

ITEM 1A.                                      RISK FACTORS .

 

The information under the heading “Risk Factors” set forth on pages 3 through 11 of the Annual Report is incorporated herein by reference.

 

ITEM 1B.                                      UNRESOLVED STAFF COMMENTS .

 

None.

 

ITEM 2.                                                 PROPERTIES .

 

The information under the heading “The Trust Estate” beginning on page 23 of the Annual Report is incorporated herein by reference.

 

2



 

ITEM 3.                                                 LEGAL PROCEEDINGS .

 

None.

 

ITEM 4.                                                 MINE SAFETY DISCLOSURES

 

Not applicable.

 

PART II

 

ITEM 5.                                                 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES .

 

The information under the headings “Unallocated Reserve” and “Certificates of Beneficial Interest” set forth on pages 34 and 35 of the Annual Report is incorporated herein by reference.

 

ITEM 6.                                                 SELECTED FINANCIAL DATA .

 

The information under the heading “Selected Financial Data” beginning on page 13 of the Annual Report is incorporated herein by reference.

 

ITEM 7.                                                 TRUSTEES’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .

 

The information under the headings “Trustees’ Discussion and Analysis of Financial Condition and Results of Operations,” “Leasehold Royalties,” “Trust Expenses,” and “Unallocated Reserve” beginning on pages 14, 30, 33 and 34, respectively, of the Annual Report is incorporated herein by reference.

 

ITEM 7A.                                        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .

 

Not applicable.

 

ITEM 8.                                                 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .

 

The financial statements, including the Independent Registered Public Accounting Firm’s report thereon, filed as a part of this Form 10-K, are presented on pages F-3 through F-15 and are incorporated herein by reference.

 

ITEM 9.                                               CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE .

 

None.

 

ITEM 9A.                                        CONTROLS AND PROCEDURES .

 

Evaluation of Disclosure Controls and Procedures .  The Trust maintains a system of disclosure controls and procedures designed to ensure that information required to be disclosed by the Trust in the reports

 

3



 

that it furnishes or files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Securities and Exchange Commission.  Due to the pass-through nature of the Trust, the Trust’s disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Mesabi Trust is received from Cliffs Natural Resources Inc. (“Cliffs”) and its wholly-owned subsidiary, Northshore Mining Company (“Northshore”).  In order to help ensure the accuracy and completeness of the information required to be disclosed in the Trust’s periodic and current reports, the Trust employs certified public accountants, geological consultants, and attorneys.  These professionals hired by the Trust advise the Trust in its review and compilation of the information in this Form 10-K and the other periodic reports filed by the Trust with the SEC

 

As part of their evaluation of Mesabi Trust’s disclosure controls and procedures, the Trustees rely on quarterly shipment and royalty calculations provided by Northshore and Cliffs.  Because Northshore has declined to provide a written certification attesting to whether Northshore has established disclosure controls and procedures and internal controls sufficient to enable it to verify that the information furnished to the Trustees is accurate and complete, the Trustees also rely on (a) an annual certification from Northshore and Cliffs, certifying as to the accuracy of the royalty calculations, and (b) the related due diligence review performed by the Trust’s accountants.  In addition, Mesabi Trust’s consultants review the schedule of leasehold royalties payable, and shipping and sales reports provided by Northshore against production and shipment reports prepared by Eveleth Fee Office, Inc., an independent consultant to Mesabi Trust (“Eveleth Fee Office”). Eveleth Fee Office performs inspections of the Northshore mine and its pelletizing operations, observes production and shipping activities, gathers production and shipping information from Northshore and prepares monthly production and shipment reports for the Trustees. Furthermore, as part of its engagement by Mesabi Trust, Eveleth Fee Office also attends Northshore’s calibration and testing of its crude ore scales and boat loader scales which are conducted on a periodic basis.

 

As of the end of the period covered by this report, the Trustees carried out an evaluation of Mesabi Trust’s disclosure controls and procedures.  The Trustees have concluded that such disclosure controls and procedures are effective.

 

Trustees’ Report on Internal Control over Financial Reporting .   The Trustees’ Report on Internal Control over Financial Reporting is set forth on page F-2 of the Annual Report.  The attestation report of the Trust’s independent registered public accounting firm on its assessment of the Trust’s internal control over financial reporting is set forth on pages F-3 and F-4 of the Annual Report.

 

Changes in Internal Control over Financial Reporting .  To the knowledge of the Trustees, there has been no change in the Trust’s internal control over financial reporting that occurred during the Trust’s last fiscal quarter that has materially affected, or is likely to materially affect, the Trust’s internal control over financial reporting.  The Trustees note for purposes of clarification that they have no authority over, and make no statement concerning, the internal controls of Northshore or Cliffs.

 

ITEM 9B.                                      OTHER INFORMATION .

 

None.

 

4



 

PART III

 

ITEM 10.                                          DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .

 

The Agreement of Trust dated July 18, 1961 (the “Agreement of Trust”) provides for a Corporate Trustee and four individual Trustees (collectively, the “Trustees”).  The Trust does not have, nor does the Agreement of Trust provide for officers, a board of directors or any committees.  Generally, the Trustees continue in office until their resignation or removal.  Any Trustee may be removed at any time, with or without cause, by the holders of two-thirds in interest of the Certificates of Beneficial Interest in the Trust (the “Trust Certificates”) then outstanding.  In the case of an individual Trustee, a successor is appointed if the individual Trustee dies, becomes incapable of acting or is adjudged bankrupt or insolvent.  In the case of the Corporate Trustee, a successor is appointed if a receiver of the Corporate Trustee or of its property is appointed, or if any public officer takes charge or control of the Corporate Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation.  Successor Trustees can only be appointed by the holders of a majority in interest of the Trust Certificates then outstanding.  Because such appointments are not made on a regular or periodic basis, the Trust does not have a standing nominating committee or a policy in place for the recommendation and nomination of successor Trustees.

 

The Trust’s activities are limited to collecting income, paying expenses and liabilities, distributing net income to the holders of Trust Certificates (the “Unitholders”) after the payment of, or provision for, such expenses and liabilities, and protecting and conserving the assets held.  The Trustees have adopted a Code of Ethics that applies to the Trustees.  A copy of the Code of Ethics is incorporated by reference in Exhibit 14 of this Form 10-K.

 

The Trust has not designated a separate audit committee comprised of independent committee members relying on an exemption provided by Rule 10A-3 of the Securities Exchange Act of 1934, as amended.  As such, the Trustees have not designated an “audit committee financial expert.”  The Trustees collectively perform the functions of an audit committee.

 

To carry out the Trustees’ duties under the Agreement of Trust, the Trustees meet on a quarterly basis to discuss information and circumstances relevant to the Trust.  The Trustees also conduct telephone conferences from time to time between the quarterly meetings to address developments that require more timely attention.  The Trust held sixteen meetings either in person or via teleconference in fiscal 2015 and took action by unanimous written consent on one occasion.  All of the Trustees were present at all meetings held in fiscal 2015.

 

In the third quarter of each year, the Trustees’ meeting is typically conducted in connection with the Trustees’ annual inspection trip in which they personally visit and tour Northshore’s mining operations and plant facilities located near Babbitt and in Silver Bay, Minnesota, respectively.  During the inspection trip, the Trustees meet with and interview Northshore personnel with respect to Northshore’s current operations, changes in operations, mining plans, capital equipment and facilities

 

Because Mesabi Trustees are appointed until they resign or are removed, at the time of nomination the

 

5



 

Trustees believe that it is necessary for each Trustee to possess many qualities and skills. Set forth below are the present Trustees’ principal occupations and directorships held with other public corporations during the past five years, or longer as material, their ages and the year each of the Trustees was first elected as a Trustee of the Trust.

 

Robert C. Berglund

Age: 68

Year Appointed and elected as Individual Trustee: 2009

Retired Mining Engineer, Cliffs Natural Resources, Inc.

Mr. Berglund has extensive experience in the mining industry.  He retired from his position as Vice President and General Manager of Northshore Mining Company in 2003 after spending thirty-five years in mining production and operations management with Cliffs. Mr. Berglund joined Cliffs after graduating from Penn State University in 1968 with a B.S. in Mining Engineering. From 1968 until 2003, Mr. Berglund worked onsite at various mines owned and operated by Cliffs across North America.

 

James A. Ehrenberg

Age: 72

Year Appointed and elected as Individual Trustee: 2006

Retired Vice President, U.S. Bank, N.A.

Mr. Ehrenberg has extensive experience serving as corporate trustee.  Before retiring from his position as Senior Vice President of U.S. Bank, N.A. Mr. Ehrenberg spent nearly forty years in the corporate trust department of U.S. Bank, N.A. and its predecessor, First Trust Company of Saint Paul. From 1983 until April 2005, Mr. Ehrenberg was directly responsible for providing corporate trustee services to the Mesabi Land Trust of which Mesabi Trust is the sole trust certificate holder.

 

Richard G. Lareau

Age: 86

Year Appointed and elected as Individual Trustee: 1990

Retired Senior Partner, Oppenheimer Wolff & Donnelly LLP

Mr. Lareau retired in 2014 as a senior partner in the law firm of Oppenheimer Wolff & Donnelly LLP with which firm he had been associated since 1956.  Through his legal work, Mr. Lareau has represented numerous clients on a wide range of issues including, corporate, trust and real estate law.  Over the course of his legal career, Mr. Lareau has also served as a director on the boards of numerous publicly-traded companies.  During his service as a director on the boards of publicly-traded corporations, Mr. Lareau also served as a member, and frequently as chair, of board committees, including: audit, compensation, governance, nominating, and executive.

 

Michael P. Mlinar

Age: 61

Year Appointed and elected as Individual Trustee: 2014

 

6



 

Retired Mining Engineer, Cliffs Natural Resources, Inc.

Mr. Mlinar, appointed and elected as a Mesabi Trustee in 2014, retired from his position as Vice President of NAIO Initiatives at North American Iron Ore in 2013 after spending thirty-six years in mining production and operations management with Cliffs.  Mr. Mlinar joined Cliffs in 1977 after graduating from Michigan Technological University in 1976 with a B.S. in Mining Engineering and then working as a research engineer at Continental Oil Company’s Coal Field Research Center. From 1977 to 2003, Mr. Mlinar worked as an engineer at Tilden & Empire Mines, eventually becoming a General Manager there. After 2003, he went on to become a General Manager at three different Cliffs subsidiaries: Hibbing Taconite & United Taconite, Northshore Mining, and then Integration Lead at Bloom Lake, eventually leaving in 2011 to become a Vice President at North American Iron Ore.

 

Mr. Mlinar started working in October 2014 as a part-time, salaried employee for Krech Ojard & Associates, Inc. (“Krech”), a private engineering consulting firm, which provides consulting services to its customers in diverse industries, including Cliffs and Northshore. Mr. Mlinar is not, and has never been, an owner, partner, officer or director of Krech. Mr. Mlinar’s part-time employment included providing engineering consulting services through Krech for Cliffs, for which he received compensation that was not material.

 

The Trust believes that each of the individual Trustees has a diversified background and extensive financial, business and industry specific expertise that make him an important resource in the oversight of the Trust’s affairs.  There are no family relationships among any of the Individual Trustees.

 

ITEM 11.                                          EXECUTIVE COMPENSATION .

 

Compensation Discussion and Analysis

 

The Trust does not have a board of directors, executive officers or any employees.  The compensation paid to the Trustees is governed by the Amendment to the Agreement of Trust dated October 25, 1982, as amended (the “Amendment”).  The Trust does not use any compensation consultants.

 

The Amendment does not provide for any stock awards, option awards, non-equity incentive plan compensation, change in pension value, nonqualified deferred compensation earnings or any other compensation.  The Trust does not have severance agreements nor does it provide post-retirement benefits to the Trustees.  Accordingly, all such tables have been omitted from the Annual Report on this Form 10-K.

 

Pursuant to the Amendment, each individual Trustee receives at least $20,000 in annual compensation for services as Trustee.  Each year, annual Trustee compensation is adjusted up or down (but not below $20,000) in accordance with changes from the November 1981 level of 295.5 (the “1981 Escalation Level”) in the All Commodities Producer Price Index (with 1967 = 100 as a base).  The All Commodities Producer Price Index is published by the U.S. Department of Labor, Bureau of Labor Statistics.  The adjustment is made at the end of each fiscal year and is calculated on the basis of the proportion between (a) the level of such index for the November preceding the end of such fiscal year, and (b) the 1981 Escalation Level.  Any action to modify or otherwise vary the compensation of the individual Trustees as provided by the Amendment must be approved by the affirmative vote of 66 2/3% in interest of the Trust Certificates then outstanding.  Each of the individual Trustees received total compensation of $41,756 during fiscal 2015 , except for Mr. Mlinar who was elected in June 2014 and received in total $40,067 as compensation during fiscal 2015.

 

Under the Amendment, the Corporate Trustee receives annual compensation in an amount equal to the greater of (i) $20,000, or such other amount determined in accordance with the adjustments described in the preceding paragraph, or (ii) one quarter of one percent (1/4 of 1%) of the trust moneys, exclusive of proceeds of sale of any part of the Trust Estate (as such terms are defined in the Agreement of Trust), received by the Trustees and distributed to Unitholders.

 

7



 

Additionally, each year the Corporate Trustee receives $62,500 to cover clerical and administrative services to Mesabi Trust, other than services customarily performed by a registrar or transfer agent for which the Corporate Trustee is paid additional service fees.  The Corporate Trustee earned $120,556 in cash compensation for the fiscal year ended January 31, 2015, inclusive of the $62,500 administrative fee. The Corporate Trustee also received $9,603 for its services as registrar and transfer agent for the year ended January 31, 2015.  Accordingly, the Corporate Trustee earned $130,159 in total compensation for the fiscal year ended January 31, 2015.

 

Under the Amendment, the Individual Trustees may, in extraordinary circumstances, pay additional compensation to the Corporate Trustee.  The decision to pay such compensation must be unanimously approved by the Individual Trustees.  The Corporate Trustee did not receive any compensation for extraordinary services with respect to the year ended January 31, 2015.

 

Trustees’ Compensation Report

 

The Trustees have not designated a compensation committee and are not required to do so by applicable law or regulation.  The Trustees, as a group, have reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) and based on such review and discussion have recommended that the CD&A be included in this Annual Report on Form 10-K.

 

 

MESABI TRUST

 

 

 

Deutsche Bank Trust Company Americas

 

Robert C. Berglund

 

James A. Ehrenberg

 

Richard G. Lareau

 

Michael P. Mlinar

 

8



 

Trustee Compensation

 

Summary Compensation Table

 

The table below summarizes the total compensation earned by each of the Individual Trustees and the Corporate Trustee in the fiscal year ended January 31, 2015.

 

Name

 

Trustee
Fees Earned

($)

 

Stock
Awards
($)

 

Option
Awards
($)

 

Non-Equity
Incentive Plan
Compensation
($)

 

Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings

($)

 

All Other
Compensation
($)

 

Total
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deutsche Bank Trust Company Americas, Corporate Trustee

 

$

120,556

 

N/A

 

N/A

 

N/A

 

N/A

 

9,603

(1)

$

130,159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert C. Berglund

 

$

41,756

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

$

41,756

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James A. Ehrenberg

 

$

41,756

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

$

41,756

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard G. Lareau

 

$

41,756

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

$

41,756

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Michael P. Mlinar

 

$

40,067

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

$

40,067

 

 


(1)          Represents fees and disbursements paid to Deutsche Bank Trust Company Americas for its services as registrar and transfer agent of the Units.

 

9



 

ITEM 12.                                          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND TRUSTEES .

 

Based on information that has been obtained from Mesabi Trust’s records and a review of statements of beneficial ownership filed with Mesabi Trust pursuant to Rule 13d-1 or Rule 13d-2 under the Securities Exchange Act of 1934, as amended, no person known to Mesabi Trust beneficially owns more than 5% in interest of the Trust Certificates outstanding as of April 1, 2015.

 

The table below sets forth information as to the Units of Beneficial Interest in Mesabi Trust beneficially owned as of April 1, 2015 by the Trustees individually and as a group.  Except as otherwise indicated and subject to applicable community property laws, each Trustee has sole voting and investment powers with respect to the securities listed.  There were no Certificates of Beneficial Interest of Mesabi Trust pledged by the Trustees as of January 31, 2015.  The Trust does not have any compensation plans under which securities of the Trust are authorized for issuance.

 

Name

 

Amount of Beneficial
Ownership of Units

 

Percent of
Class

 

 

 

 

 

 

 

Deutsche Bank Trust Company Americas

 

0

 

0

 

 

 

 

 

 

 

Robert C. Berglund

 

2,000

 

**

 

 

 

 

 

 

 

James A. Ehrenberg

 

3,000

(1)

**

 

 

 

 

 

 

 

Richard G. Lareau

 

24,000

(2)

**

 

 

 

 

 

 

 

Michael P. Mlinar

 

4,499

(3)

**

 

 

 

 

 

 

 

All trustees as a group

 

33,499

 

**

 

 


** Less than 1%

 

(1)          All Units are held by James A. Ehrenberg and Donna Jean Ehrenberg Revocable Trust Dated September 12, 2012. Mr. and Mrs. Ehrenberg, as the trustees of the revocable trust, share the investment and voting power over all of those Units.

 

(2)          Includes 10,000 Units owned by Mr. Lareau’s wife, over which Mr. Lareau does not have any investment or voting power and as to which Mr. Lareau disclaims any beneficial ownership.

 

(3)          All Unites are held by Mr. Mlinar and his wife as joint tenants with right of survivorship. Mr. and Mrs. Mlinar share the investment and voting power over all of those Units.

 

ITEM 13.                                          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .

 

Mr. Richard G. Lareau, who became a Trustee on March 7, 1990, retired in 2014 as a senior partner in the law firm of Oppenheimer Wolff & Donnelly LLP with which firm he had been associated since 1956.  That firm has been retained by Mesabi Trust since 1961 to act with respect to matters of Minnesota law, and was retained in 1991 by the Trustees other than Mr. Lareau to act as general legal counsel.  Mesabi Trust paid Oppenheimer Wolff & Donnelly LLP (“Oppenheimer”) fees totaling $457,897 for legal services provided to the Trust during the fiscal year ended January 31, 2015 compared with fees totaling $306,564 for legal services provided to the Trust during fiscal year ended January 31, 2014.  Please see the disclosure under the heading “Trust Expenses” beginning on page 33 of the Annual Report for additional information regarding the fees paid to Oppenheimer for the Trust’s legal expenses.

 

10



 

Related Person Transaction Policy

 

During the fiscal year ended January 31, 2015, the Trustees met on a quarterly basis and reviewed and approved or ratified certain transactions that occurred during each of the prior fiscal quarters.  In connection with their review of the Trust’s transactions, the Trustees consider whether there have been any related person transactions.  In determining whether to approve a related person transaction, the Trustees consider the following factors, in addition to any other factors they deem necessary or appropriate:

 

·                   whether the transaction is expressly permitted by the Agreement of Trust;

 

·                   whether the terms are fair to the Trust;

 

·                   whether the transaction is material to the Trust;

 

·                   the role of the related person in arranging the related person transaction;

 

·                   the structure of the related person transaction; and

 

·                   the interests of all related persons in the related person transaction.

 

The Trust maintains a written related person transaction approval policy, which sets forth the Trust’s policies and procedures for the review, approval or ratification of any transaction required to be reported in Mesabi Trust’s filings with the Securities and Exchange Commission.  The policy applies to any financial transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships in which Mesabi Trust is a participant and in which a related person has a direct or indirect interest.

 

Certain types of transactions, which would otherwise require review, are pre-approved by the Trustees in accordance with the policy. These types of transactions include, for example, (i) transactions, when aggregated with the amount of all other transactions between the related person and the Trust, that involve less than $120,000 in a fiscal year; (ii) transactions where the interest of the related person arises only by way of a directorship or minority stake in another organization that is a party to the transaction; (iii) transactions with a related person involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; and (iv) a transaction that is specifically contemplated by provisions of the Agreement of Trust.

 

Based on their review of the Trust’s transactions during the fiscal year ended January 31, 2015, the Trustees concluded that there were no related person transactions required to be disclosed in this Annual Report on Form 10-K.

 

Pass-Through Royalty Trust Exemptions

 

Because of its legal structure and character as a pass-through royalty trust, the Trust is exempt from Rule 10A-3 of the Securities Exchange Act and the Corporate Governance Standards set forth in Section 303A of the New York Stock Exchange’s Listed Company Manual.

 

ITEM 14.                                          PRINCIPAL ACCOUNTANT FEES AND SERVICES .

 

(a)                   Audit Fees .

 

The aggregate fees paid during fiscal 2015 for professional services rendered by Baker Tilly Virchow Krause, LLP (“Baker Tilly”) for the audit of the Trust’s annual financial statements, the attestation report of the

 

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Trustees’ assessment of internal control over financial reporting and review of the financial statements included in the Trust’s quarterly reports on Form 10-Q were $60,115.

 

The aggregate fees paid during fiscal 2014 for professional services rendered by Baker Tilly for the audit of the Trust’s annual financial statements, the audit of the Trustees’ assessment of internal control over financial reporting and review of the financial statements included in the Trust’s quarterly reports on Form 10-Q were $49,050.

 

(b)                     Audit-Related Fees .

 

No fees were paid to Baker Tilly for assurance and related services that were not reasonably related to the performance of the audit or review of the Trust’s financial statements for fiscal 2015 or fiscal 2014.

 

(c)                         Tax Fees .

 

No fees were paid to Baker Tilly for tax compliance, tax advice and tax planning for Mesabi Trust for fiscal 2015 or fiscal 2014.

 

(d)                        All Other Fees .

 

No other fees were paid to Baker Tilly for services provided to Mesabi Trust, other than those described in item (a), for fiscal 2015 or fiscal 2014.

 

Before an independent registered public accounting firm is engaged to perform audit and review services for the Trust, the Trustees approve the engagement.

 

12



 

PART IV

 

ITEM 15.                                          EXHIBITS, FINANCIAL STATEMENT SCHEDULES .

 

(a) 1.                     Financial Statements :

 

The following Financial Statements are incorporated in this Report by reference from the following pages of the Annual Report:

 

Report of Independent Registered Public Accounting Firm

 

Page F-3

 

 

 

Balance Sheets as of January 31, 2015 and 2014

 

Page F-5

 

 

 

Statements of Income for the years ended January 31, 2015, 2014, and 2013

 

Page F-6

 

 

 

Statements of Unallocated Reserve and Trust Corpus for the years ended January 31, 2015, 2014, and 2013

 

Page F-7

 

 

 

Statements of Cash Flows for the years ended January 31, 2015, 2014, and 2013

 

Page F-8

 

 

 

Notes to Financial Statements

 

Pages F-9 - F-15

 

13



 

(a) 3.      Exhibits :

 

Item
No.

 

Item

 

Filing Method

 

 

 

 

 

3

 

Agreement of Trust dated as of July 18, 1961

 

Incorporated by reference from Exhibit 3 to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.

 

 

 

 

 

3(a)

 

Amendment to the Agreement of Trust dated as of October 25, 1982

 

Incorporated by reference from Exhibit 3(a) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1988.

 

 

 

 

 

4

 

Instruments defining the rights of Trust Certificate Holders

 

Incorporated by reference from Exhibit 4 to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.

 

 

 

 

 

10(a)

 

Peters Lease

 

Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.

 

 

 

 

 

10(b)

 

Amendment of Assignment of Peters Lease

 

Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.

 

 

 

 

 

10(c)

 

Cloquet Lease

 

Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.

 

 

 

 

 

10(d)

 

Assignment of Cloquet Lease

 

Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987.

 

 

 

 

 

10(e)

 

Modification of Lease, made as of January 23, 1946

 

Filed herewith.

 

 

 

 

 

10(f)

 

Modification of Lease and Consent to Assignment dated as of October 22, 1982

 

Incorporated by reference from Exhibit 10(e) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1988.

 

14



 

Item
No.

 

Item

 

Filing Method

 

 

 

 

 

10(g)

 

Amendment of Assignment, Assumption and Further Assignment of Peters Lease

 

Incorporated by reference from Exhibit A to Mesabi Trust’s Report on Form 8-K dated August 17, 1989.

 

 

 

 

 

10(h)

 

Amendment of Assignment, Assumption and Further Assignments of Cloquet Lease

 

Incorporated by reference from Exhibit B to Mesabi Trust’s Report on Form 8-K dated August 17, 1989.

 

 

 

 

 

10(i)

 

Summary Description of Trustees’ Compensation

 

Filed herewith.

 

 

 

 

 

13

 

Annual Report of the Trustees of Mesabi Trust for the fiscal year ended January 31, 2015

 

Filed herewith.

 

 

 

 

 

14

 

Trustees Code of Ethics

 

Incorporated by reference from Exhibit 13 to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 2004.

 

 

 

 

 

31

 

Certification of Corporate Trustee of Mesabi Trust pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith.

 

 

 

 

 

32

 

Certification of Corporate Trustee of Mesabi Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed herewith.

 

 

 

 

 

101.INS*

 

XBRL Instance Document

 

 

 

 

 

 

 

101.SCH*

 

XBRL Taxonomy Extension Schema

 

 

 

 

 

 

 

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

 

 

 

 

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

 

 

 

 

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase

 

 

 

 

 

 

 

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase

 

 

 


* Users of the XBRL data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under that section.

 

15



 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated:  April 15, 2015

 

 

 

MESABI TRUST

 

 

 

 

 

 

 

 

By:

DEUTSCHE BANK TRUST COMPANY

 

 

 

AMERICAS

 

 

 

Corporate Trustee

 

 

 

 

 

 

 

 

 

 

 

Principal Administrative Officer and duly authorized signatory:*

 

 

 

 

 

 

 

 

 

 

By:

Deutsche Bank National Trust Company

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Kenneth R. Ring

 

 

 

Kenneth R. Ring

 

 

 

Vice President, Corporate Debt & Agency

 


* There are no principal executive officers or principal financial officers of the registrant.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ Robert C. Berglund

 

April 15, 2015

Robert C. Berglund

 

 

Individual Trustee

 

 

 

 

 

/s/ James A. Ehrenberg

 

April 15, 2015

James A. Ehrenberg

 

 

Individual Trustee

 

 

 

 

 

/s/ Richard G. Lareau

 

April 15, 2015

Richard G. Lareau

 

 

Individual Trustee

 

 

 

 

 

/s/ Kenneth R. Ring

 

April 15, 2015

Kenneth R. Ring

 

 

Vice President, Corporate Debt & Agency

 

 

Deutsche Bank Trust Company Americas

 

 

 

 

 

/s/ Michael P. Mlinar

 

April 15, 2015

Michael P. Mlinar

 

 

Individual Trustee

 

 

 

16


Exhibit 10(e)

 

MODIFICATION OF LEASE

 

THIS MODIFICATION OF LEASE made this 23rd day of January, 1946, by and between CLOQUET LUMBER COMPANY, a corporation of the State of Iowa and qualified to hold property in the State of Minnesota, hereinafter called the “Lessor”, Party of the First Part, and RESERVE MINING COMPANY, a corporation of the State of Minnesota, hereinafter called “Lessee”, Party of the Second Part;

 

W I T N E S S E T H   THAT:

 

WHEREAS, on May 1, 1916, an Indenture of Lease was entered into by and between Lessor and Claude W. Peters, as Lessee, which lease was recorded in Book 690 of Deeds, Page 529 in the Office of the Register of Deeds of St. Louis County, Minnesota; and

 

WHEREAS, Claude W. Peters, named as Lessee in said lease, assigned all of his right, title and interest in and to said lease and the leasehold estate created thereby to Mesabi Iron Company, a corporation of the State of Delaware, by assignment of lease dated December 19, 1919, and recorded in Book 690 of Deeds, Page 545 in the Office of the Register of Deeds of St. Louis County, Minnesota; and

 

WHEREAS, said Mesabi Iron Company assigned all of its right, title and interest in and to said lease and the leasehold estate created thereby to said Reserve Mining Company, Lessee herein, by assignment of lease dated July 25, 1939, and recorded in Book 690 of Deeds, Page 565 in the Office of the Register of Deeds of St. Louis County, Minnesota, and said Reserve Mining Company is now the Lessee under said lease; and

 

WHEREAS, the Lessor and Lessee herein mutually desire to modify and amend certain of the terms and provisions of said lease in the manner and to the extent hereinafter set forth;

 



 

NOW, THEREFORE, in consideration of the premises and the sum of One Dollar ($1.00) by the Lessee to the Lessor in hand paid and other valuable considerations between the parties moving, the receipt and sufficiency whereof are hereby acknowledged, the parties hereto do hereby covenant and agree as follows:

 

1.                                       That Article FIRST of said lease be and the same hereby is modified and amended to read as follows:

 

FIRST :  The Lessor does hereby let, lease and demise unto the Lessee all the following described tracts and parcels of land, situate, lying and being in the County of St. Louis and State of Minnesota, and more particularly described as follows, to wit:

 

The Northwest Quarter of the Northeast Quarter (NW¼ of NE¼) and the North Half of the Northwest Quarter (N½ of NW¼) of Section Five (5); the West Half of the Northeast Quarter (W½ of NE¼) and the Northwest Quarter (NW¼) and the Southwest Quarter (SW¼) of Section Six (6); the North Half of the Northeast Quarter (N½ of NE¼), the Southwest Quarter of the Northeast Quarter (SW¼ of NE¼) and the Northwest Quarter of the Southwest Quarter (NW¼ of SW¼) of Section Seven (7); all in Township Fifty-nine (59) North, Range Thirteen (13) West; and the Northwest Quarter of the Northwest Quarter (NW¼ of NW¼) of Section Thirty-one (31) in Township Sixty (60) North, Range Thirteen (13) West;

 

for the term commencing May 1, 1916, and continuing until all of the iron ore, taconite and other minerals or materials in, under, or upon the above described lands shall have been exhausted.

 

2.                                       That Article SECOND of said lease be and the same hereby is modified and amended to read as follows:

 

SECOND :  The said lands are hereby leased to the Lessee for the purpose of exploring for, mining, removing, treating, shipping and selling the iron ore, taconite and any other iron bearing material, and any and all other minerals that may be found therein or thereon, with the right to use or remove the surface of said demised premises for any and all purposes deemed necessary by Lessee for mining purposes, including the right to construct roads and highways thereon, and of erecting and maintaining on said lands all such buildings, dwellings, stores, employees’ and workmen’s houses, mills and plants, machinery, excavations, openings,

 

2



 

ditches, drains, flumes, pipe lines, railways, tramways, water-ways, power and transmission lines, and all such other improvements and fixtures as may be deemed necessary or convenient by Lessee for such mining purposes.  It is expressly agreed and understood, anything herein contained to the contrary notwithstanding, that Lessee shall not have the right hereunder to use, and that Lessee will not use, said lands for agricultural purposes.  The Lessee shall have the right to use such of the water on said demised premises as may be necessary to mining purposes, insofar as the Lessor has authority to grant the same.  The Lessor shall have the right to enter upon said premises, and to cut and remove therefrom any valuable timber standing thereon, but such entering and removing shall in no way interfere with the operations of the Lessee.  In the event of the erection of any buildings on said demised premises, the use and occupancy thereof shall cease and determine upon the termination of this lease, whether by the acts of the parties, or either of them, or by the expiration of the term hereof; and all such buildings shall be removed from the demised premises within the time mentioned in Article TENTH hereof, and upon the failure to so remove them, title thereto shall vest in the Lessor.  The Lessee covenants to preserve all the demised lands from adverse occupancy or possession on the part of any person, and to preserve the same from being lost for non-payment of taxes, mechanic’s liens, or otherwise.

 

3.                                       That Article FIFTH of said lease be and the same hereby is modified and amended to read as follows:

 

FIFTH :  The parties hereto believe that the greater portion of the mineral bearing rock now known to exist on, in, or under the demised lands, is so largely composed of silicious and other substances as to require the concentration thereof by crushing, grinding and magnetic treatment, or other processes, before shipment, and the binding of the resulting concentrates, so as to secure a product which will be merchantable and of proper composition for successful and economical use in a blast furnace.

 

For the purposes of this lease —

 

(a)                                  The words “crude ore” wherever used herein shall mean iron ore bearing material as the same is delivered at the primary crusher for milling and beneficiation.

 

(b)                                  Any process whereby the percentage of iron content of the crude ore is increased by the elimination of silica and other foreign substances, whether by crushing, grinding, separation and/or any other process, and if necessary, the agglomeration of the concentrates, whether by nodulization or sintering or any other process so as to secure a product

 

3



 

which will be merchantable and of proper composition for successful and economical use in a blast furnace is hereinafter referred to as “beneficiation” or “beneficiated”, as the context requires, and the plant or mill in which such processes are carried on is hereinafter referred to as “beneficiation plant”.

 

(c)                                   The words “concentrated ore” wherever used herein shall mean crude ore which has been beneficiated and is ready for shipment to the blast furnace.

 

It is therefore agreed that Lessee shall have the right to improve the crude ore by beneficiation on the demised premises, or Lessee may remove the same from the demised premises to such other place or places as Lessee may deem best for the purpose of beneficiating the same.  The waste material resulting from such beneficiation may, at the option of the Lessee, be deposited on the demised premises, but in such manner and in such place or places as will not conflict with or hinder the future operation of any mine or mines thereon, or the Lessee may sell such waste material, in which event Lessee shall pay to Lessor Fifteen per cent (15%) of the net profits arising from any such sale after deducting all loading, transportation, selling or other charges in connection therewith; the same to be paid quarterly on the quarter days in this lease mentioned, or the Lessee may dispose of or completely waste all of such tailings or other waste material in any manner Lessee considers advisable.

 

Lessee further agrees to conduct such beneficiation of the crude ore in a good and workmanlike manner and in accordance with the requirements of good engineering practice and sound business principles in order to render the product of such beneficiation merchantable and of proper composition and character for successful and economical furnace use, and Lessee will use in such beneficiation proper machinery and appliances to accomplish that end.  In this connection it is understood that a certain loss or waste will of necessity result from any such beneficiation and it is further agreed that Lessee may use its best judgment in the method of beneficiating the crude ore and may from time to time modify the process and the degree of recovery of the mineral value to meet changed business and market conditions.

 

Lessee hereby agrees that all of the crude ore mined hereunder from said demised premises which Lessee deems desirable to beneficiate may be beneficiated, but Lessee shall be under no obligation to either mine or to beneficiate any crude ore containing less than Twenty-one per cent (21%) magnetic iron in natural condition.

 

If the beneficiating plant in which crude ore from the demised premises is beneficiated is located on any lands other than the demised premises, then the Lessee shall, before any crude ore is removed from the

 

4



 

demised premises to any such beneficiating plant, notify the Lessor in writing of the description of the lands upon which any such plant is located and the lands upon which the concentrated ore shall be stockpiled, and thereupon and thenceforth such premises shall be deemed to be the same as the demised premises as to all rights of Lessor under this lease to the concentrated ore stockpiled thereon; the intention hereof being to grant to Lessee the right at its election to have the beneficiating of the crude ore carried out upon lands other than the demised premises but without waiving any right which Lessor would have in and to the concentrated ore if the beneficiation thereof were conducted upon the demised premises.

 

Lessee shall have the right to mix crude ore mined from the demised premises with crude ore mined from other lands before such crude ore is beneficiated, as aforesaid, provided Lessee shall take representative samples and make detailed analyses thereof to determine as accurately as possible the content of the crude ore mined from the demised premises and from the other lands comprising the mixture and the recoverable iron through beneficiation of such crude ores, and shall keep accurate record of such analyses and of the recoverable iron content and of the weight of the crude ore removed from the demised premises and of the crude ore removed from other lands which comprise the mixture; such weights to be determined on proper scales installed and maintained by Lessee.  From said analyses and from said percentage of recovery of iron and said weights Lessee shall determine and keep a proper record of the percentage of concentrated ore resulting from the treatment of the crude ore mined from the demised premises and the percentage of the concentrated ore resulting from the treatment of the crude ore mined from the other lands.  Lessee shall permit authorized representatives of Lessor to examine said records at all reasonable times and to be present when said analyses and tests are made.

 

It is agreed that any crude ore removed from the demised premises to any other lands for the purpose of beneficiating the same shall not be deemed to be shipped from the demised premises so as to cause the royalty herein provided for to accrue thereon until such concentrated ore shall actually be shipped.  If a plant for the beneficiation of the crude ore is erected upon the demised premises Lessor hereby grants to Lessee the right and privilege to transport crude ore from other lands to the demised premises and to beneficiate thereon such crude ores and to deposit on the demised premises all the waste materials and concentrated ores resulting from such beneficiation in such manner and in such place or places as will not conflict with or hinder the future operation of any mine or mines thereon.

 

5



 

4.                                       That Article SEVENTH of said lease be and the same hereby is modified and amended to read as follows:

 

SEVENTH :  Lessee covenants and agrees to and with the Lessor that Lessee will on the Thirtieth (30 th ) days of January, April, July and October in each year (herein called “quarter days”), or on the day ensuing if that day falls on Sunday or a legal holiday, during the period hereinbefore stipulated, or during the period this lease continues in force, pay to, or for the use of, the Lessor, at such bank in the State of Minnesota, or elsewhere in the United States as the Lessor may from time to time in writing designate, a royalty for all iron ore mined, removed and shipped from said premises during the three calendar months next preceding the first day of the month in which payment is to be made, as aforesaid, as follows, to wit:

 

(1)                                  For all ore mined and shipped in its natural condition as the same is taken from the mine, as provided in Article SIXTH hereof, Forty Cents (40¢) per ton of Twenty-two Hundred and Forty (2240) pounds.

 

(2)                                  For each ton of concentrated ore as defined in Article FIFTH hereof averaging in iron Forty per cent (40%) or less, dried at 212° F., Eleven Cents (11¢); for each ton of concentrated ore averaging Forty-one per cent (41%) iron, dried at 212° F., Eleven and Eleven One-hundredths Cents (11.11¢); for each ton of concentrated ore averaging Forty-two per cent (42%) iron, dried at 212° F., Eleven and Twenty-two One-hundredths Cents (11.22¢), and so on adding Eleven One-hundredths Cents (.11¢) per ton to the amount of royalty for each One per cent (1%) increase in iron of the concentrated ore above Forty per cent (40%) dried at 212° F., so that if the concentrated ore when shipped averaged 62.50% iron dried at 212° F., the royalty would be Thirteen and Four Hundred Seventy-five One-thousandths Cents (13.475¢) per ton; or, at the option of the Lessee, for each ton of crude ore, as defined in Article FIFTH, an amount computed by dividing the royalty rate determined as above on the concentrated ore from which the crude ore is produced by the number of tons of crude ore required to be beneficiated to product one ton of concentrated ore, that is, if it requires the beneficiation of three tons of crude ore to produce one ton of concentrated ore, then the royalty per ton for crude ore would be one-third of the royalty per ton for the concentrated ore.  The word “ton” when used herein means a gross ton of Twenty-two Hundred and Forty (2240) pounds.

 

6



 

(3)                                  If Lessee elects to treat any of the concentrated ore from the demised premises by metallizing the same before the sale thereof, then, and in such event, royalty shall be paid as aforesaid on either the concentrated ore or the crude ore used in such process and the delivery of any concentrated ore to any plant for metallization shall be deemed the equivalent of shipment of such ore from the premises and the royalty shall become payable thereon as in this Article SEVENTH provided.  Such concentrated ores before being treated by metallizing shall be weighed, sampled and analyzed to determine the iron content thereof, and if shipped by rail such concentrated ores shall be weighed by the railroad company transporting the same.  If such concentrated ores are not shipped by rail to the plant for metallizing, then such concentrated ores shall be weighed on proper scales to be installed and maintained by the Lessee, subject to like inspection and correction of errors as in the case of the railroad company’s scales and weights.  The sampling and analyzing of the concentrated ore being treated by metallizing shall in all cases be done by a competent chemist and in a manner usual and customary in sampling and analyzing iron ores and at the expense of the Lessee.  Lessee shall give Lessor thirty (30) days’ notice of Lessee’s intention to metallize.

 

Lessee, at the time of such royalty payment, shall transmit to the Lessor an exact and truthful statement of the amount of iron ore shipped or removed during the three calendar months for which such payment shall be made, showing the iron ore shipped in its natural condition without treatment, the tonnage of crude ore mined and the tonnage of the concentrated ore.  Except as herein otherwise provided, the iron ore so mined and shipped from said land, and the concentrated ore, shall be weighed by the railroad company transporting the same, which weights shall be prima facie evidence between the parties hereto, or shall be weighed on proper scales installed and maintained by Lessee, subject to like inspection and correction of errors as in the case of the railroad company’s scales and weights.

 

Lessee also agrees to furnish to Lessor monthly statements showing all the aforesaid weights, but the Lessor reserves the right to inspect, review and test the correctness of the railroad company’s scales and weights, and the scales and weights herein provided for, at any time and in such manner as Lessor may see fit to adopt; it being understood that any errors in these respects, when ascertained, shall be recognized and corrected in the accounts.

 

7



 

5.                                       That Article EIGHTH of said lease be and the same hereby is modified and amended to read as follows:

 

EIGHTH :  Lessee further covenants and agrees that from and after May 1, 1946, Lessee shall pay as minimum royalty hereunder One Thousand Dollars ($1,000.00) a year for a period of Ten (10) years, or until May 1 of the year following the calendar year in which Lessee commences mining operations under that certain lease Lessee now holds made October 1, 1917, as of April 30, 1915, by and between East Mesaba Iron Company and Dunka River Iron Company, as Lessors, and Claude W. Peters, as Lessee, and recorded in Book 690 of Deeds, Page 411 in the Office of the Register of Deeds of St. Louis County, Minnesota, whichever event first occurs, and then at the rate of Two Thousand Dollars ($2,000.00) a year for the next Ten (10) year period, and thereafter at the rate of Five Thousand Dollars ($5,000.00) a year until this lease shall expire or be terminated in the manner herein provided.  Such minimum royalty shall be paid in each year in four (4) equal installments on the quarter days above mentioned for the payment of royalties on ore mined and shipped.

 

All moneys paid as minimum royalties in excess of the royalties which accrue on ores actually shipped during any quarter shall be considered advanced royalties, and whenever the royalties accruing on ores actually shipped in any subsequent quarter exceed the minimum amount payable in such quarter, then the Lessee shall be entitled to be credited by a sum equal to such excess royalties payable in such subsequent quarter, until Lessee has been credited with all moneys paid by Lessee as advanced royalties.

 

6.                                       Said lease dated May 1, 1916, as herein modified and amended shall continue in full force and effect.

 

8



 

IN WITNESS WHEREOF, Cloquet Lumber Company and Reserve Mining Company have caused these presents to be signed by their respective proper officers and their respective corporate seals to be hereunto affixed as of the day and year first above written.

 

Signed, sealed and delivered

 

 

in the Presence of:

 

CLOQUET LUMBER COMPANY

 

 

 

 

 

 

 

 

By

 

 

 

 

Vice President

 

 

 

 

 

Attest:

 

 

 

 

Secretary

 

 

 

 

 

 

 

 

RESERVE MINING COMPANY

 

 

 

 

 

 

 

 

By

 

 

 

 

President

 

 

 

 

 

Attest:

 

 

 

 

Secretary

 

9



 

STATE OF

 

:

 

 

COUNTY OF

 

:

 

SS:

 

On this          day of January, 1946, before me, a Notary Public within and for said County and State, personally appeared                                                           , to me personally known, who being by me first duly sworn, did say that he is the Vice President of Cloquet Lumber Company; that the seal affixed to the foregoing instrument is the corporate seal of said corporation and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors and said                                                acknowledged said instrument to be the free act and deed of said corporation.

 

My Commission Expires:

 

 

 

 

 

 

 

 

 

 

Notary Public

 

STATE OF OHIO

:

 

 

COUNTY OF CUYAHOGA

:

 

SS:

 

On this          day of January, 1946, before me, a Notary Public within and for said County and State, personally appeared                                                           , to me personally known, who being by me first duly sworn, did say that he is the                   President of Cloquet Lumber Company; that the seal affixed to the foregoing instrument is the corporate seal of said corporation and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors and said                                                acknowledged said instrument to be the free act and deed of said corporation.

 

My Commission Expires:

 

 

 

 

 

 

 

 

 

 

Notary Public

 

10


Exhibit 10(i)

 

SUMMARY DESCRIPTION OF TRUSTEES’ COMPENSATION

 

The compensation paid to each Individual Trustee and the Corporate Trustee is set forth in the Amendment to the Agreement of Trust dated as of October 25, 1982 (the “Amendment”).  The Amendment is filed as Exhibit 3(a) to the Form 10-K.

 

Pursuant to the Amendment, each Individual Trustee receives at least $20,000 in annual compensation for services as Trustee.  Each year, annual Trustee compensation is adjusted up or down (but not below $20,000) in accordance with changes from the November 1981 level of 295.5 (the “1981 Escalation Level”) in the All Commodities Producer Price Index (with 1967 = 100 as a base).  The All Commodities Producer Price Index is published by the U.S. Department of Labor.  The adjustment is made at the end of each fiscal year and is calculated on the basis of the proportion between (a) the level of such index for the November preceding the end of such fiscal year, and (b) the 1981 Escalation Level.  Each of the Individual Trustees received $41,756 in cash compensation for services to the Trust during the fiscal year ended January 31, 2015, expect for Mr. Mlinar who was elected in June 2014 and received in total $40,067 as compensation during the fiscal year ended January 31, 2015.

 

Also pursuant to the Amendment, Deutsche Bank Trust Company Americas, as the Corporate Trustee, receives annual compensation in an amount equal to the greater of (i) $20,000, or such other amount determined in accordance with the adjustments described in the preceding paragraph, or (ii) one quarter of one percent (1/4 of 1%) of the Trust Moneys, exclusive of proceeds of sale of any part of the Trust Estate (as such terms are defined in the Agreement of Trust), received by the Trustees and distributed to Trust Unitholders.  The Corporate Trustee earned $58,056 pursuant to this provision for the fiscal year ended January 31, 2015.

 

Additionally, each year the Corporate Trustee receives $62,500 (or more, if unanimously approved by the Individual Trustees) to cover clerical and administrative services to Mesabi Trust other than services customarily performed by a registrar or transfer agent.  In fiscal 2015, the Trust paid the Corporate Trustee $120,556 to cover clerical and administrative services to Mesabi Trust and $9,603 for services as registrar and transfer agent.  The Corporate Trustee earned $130,159 in total compensation for the fiscal year ended January 31, 2015.

 


Exhibit 13

 

ANNUAL REPORT
OF THE TRUSTEES OF
MESABI TRUST
For The Year Ended January 31, 2015

 

ADDRESS

 

Mesabi Trust

c/o Deutsche Bank Trust Company Americas

Trust & Agency Services

60 Wall Street, 16 th  Floor

New York, NY 10005

(904) 271-2520 (telephone)

www.mesabi-trust.com

 

REGISTRAR AND TRANSFER AGENT

 

Deutsche Bank Trust Company Americas

 

LEGAL COUNSEL

 

Oppenheimer Wolff & Donnelly LLP

 

REGISTRANT INFORMATION

 

Mesabi Trust maintains a website that provides access to its annual, quarterly, and other reports it files with the Securities and Exchange Commission.  Such reports can be accessed at www.mesabi-trust.com.  Mesabi Trust will provide, upon the written request of any Unitholder addressed to the Trustees at the above address and without charge to such Unitholder, (i) a paper copy of Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015 as filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and (ii) the Trustees Code of Ethics.

 

Special Note Regarding Forward-Looking Statements

 

Certain statements contained in this document are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  All such forward-looking statements, including those statements estimating calendar year 2015 production or shipments, are based on input from the lessee/operator (and its parent corporation) of the mine located on the lands owned and held in trust for the benefit of the holders of units of beneficial interest of Mesabi Trust.  These statements may be identified by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other similar words.  Such forward-looking statements are inherently subject to known and unknown risks and uncertainties.  Actual results and future developments could differ materially from the results or developments expressed in or implied by these forward-looking statements.  Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, volatility of iron ore and steel prices, market supply and demand, regulation or government action, litigation and uncertainties about estimates of reserves, and those described under the caption “Risk Factors” in this annual report.  Mesabi Trust undertakes no obligation to make any revisions to the forward-looking statements contained in this filing or to update them to reflect circumstances occurring after the date of this filing.

 



 

OVERVIEW

 

Mesabi Trust (“Mesabi Trust” or the “Trust”), formed pursuant to an Agreement of Trust dated July 18, 1961 (the “Agreement of Trust”), is a trust organized under the laws of the State of New York.  Mesabi Trust holds all of the interests formerly owned by Mesabi Iron Company, including all right, title and interest in the Amendment of Assignment, Assumption and Further Assignment of Peters Lease (the “Amended Assignment of Peters Lease”), the Amendment of Assignment, Assumption and Further Assignment of Cloquet Lease (the “Amended Assignment of Cloquet Lease” and together with the Amended Assignment of Peters Lease, the “Amended Assignment Agreements”), the beneficial interest in in a trust organized under the laws of the State of Minnesota to administer the Mesabi Fee Lands (as defined below) as the trust corpus in compliance with the laws of the State of Minnesota on July 18, 1961 (the “Mesabi Land Trust”) and all other assets and property identified in the Agreement of Trust. The Amended Assignment of Peters Lease relates to an Indenture made as of April 30, 1915 among East Mesaba Iron Company (“East Mesaba”), Dunka River Iron Company (“Dunka River”) and Claude W. Peters (the “Peters Lease”) and the Amended Assignment of Cloquet Lease relates to an Indenture made May 1, 1916 between Cloquet Lumber Company and Claude W. Peters (the “Cloquet Lease”).

 

A pass-through trust with certificates of beneficial interest in the trust traded on the New York Stock Exchange

 

Pursuant to a ruling from the Internal Revenue Service, which ruling was based on the terms of the Agreement of Trust including the prohibition against conducting any business, the Trust is not taxable as a corporation for federal income tax purposes. Instead, the holders of Certificates of Beneficial Interest in Mesabi Trust (“Unitholders”) are considered “owners” of the Trust and the Trust’s income is taxable directly to the Unitholders. The Certificates of Beneficial Interest in Mesabi Trust are listed on the New York Stock Exchange (“NYSE”) and is therefore subject to extensive regulation under, among others, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), each as amended, and the rules and regulations of the NYSE.

 

Limited authorities and responsibilities of the Trustees

 

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 may deem necessary or proper for the preservation and protection of the Trust Estate (as defined on page 23 of this Annual Report). Accordingly, the Trustees’ activities in connection with the administration of Trust assets are limited to collecting income, paying expenses and liabilities, distributing net income to the holders of Certificates of Beneficial Interest in Mesabi Trust (“Unitholders”)Unitholders after the payment of, or provision for, such expenses and liabilities, and protecting and conserving the assets held. Because the Units of the Trust are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, and are listed on the New York Stock Exchange, the Trustees are also responsible for ensuring that the Trust maintains compliance with all applicable laws, rules and regulations. Deutsche Bank Trust Company Americas, the Corporate Trustee, performs certain administrative functions for the Trust.

 

The Trustees do not intend to expand their responsibilities beyond those permitted or required by the Agreement of Trust, the Amendment to the Agreement of Trust dated October 25, 1982 (the “Amendment”), and those required under applicable law.  The Trust has no employees, but it engages independent consultants to assist the Trustees in, among other things, monitoring the amount and sales prices of iron ore products shipped from Silver Bay, Minnesota, based on information supplied to the Trustees by Northshore Mining Company (“Northshore”), the lessee/operator of the lands leased under the Peters Lease and Cloquet Lease (the “Peters

 

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Lease Lands” and “Cloquet Lease Lands,” respectively, as further described on page 23 of this Annual Report) and the 20% fee interest of certain lands that are particularly described in, and subject to a mining lease under, the Peters Lease (the “Mesabi Fee Lands,” and together with the Peters Lease Lands and Cloquet Lease Lands, “Mesabi Trust Lands”), and its parent company Cliffs Natural Resources Inc. (“Cliffs”).  References to Northshore in this Annual Report, unless the context requires otherwise, are applicable to Cliffs as well.

 

The information regarding amounts and sales prices of shipped iron ore products is used to compute the royalties payable to the Trust by Northshore.  The Trustees request material information, from time to time, for use in the Trust’s periodic reports and as part of their evaluation of the Trust’s disclosure controls and procedures.  The Trustees rely on Northshore to provide accurate and timely information for use in the Trust’s periodic and current reports filed with the Securities and Exchange Commission.

 

Duration and Termination of the Trust

 

The Trust is governed by New York trust and estate law, which prohibits creation of any trust estate that suspends the power of alienation by a condition or limitation for a period longer than lives in being at the time of the creation plus a term of twenty-one years. Pursuant to a ruling from the Internal Revenue Service, which ruling was based on the terms of the Agreement of Trust including the prohibition against entering into any business, the Trust is not taxable as a corporation for federal income tax purposes. Instead, the Unitholders are considered “owners” of the Trust and the Trust’s income is taxable directly to the Unitholders. In accordance with the Agreement of Trust, the Trust may continue to remain in force and effect until twenty-one years after the death of the survivor of twenty-five persons named in an exhibit to the Agreement of Trust. Based upon the results of research conducted by a third party private investigation firm engaged by the Trustees, as of October 1, 2014, at least five of the twenty-five persons were alive and the youngest of those was believed to be fifty-four years old. The Trustees believed that there were a number of other individuals named in the Agreement of Trust who were also alive as of October 1, 2014.

 

The Trust may earlier be terminated at any time by the action of Unitholders holding 75% of the total units of beneficial interest of the Trust as evidenced by any instrument executed by such Unitholders or by such Unitholders’ voting in  favor of the termination of the Trust at a duly called and held meeting of the Unitholders.

 

RISK FACTORS

 

The results of operations and financial condition of the Trust are subject to various risks. Some of these risks are described below, and you should take such risks into account in evaluating the Trust or any investment decision involving the Trust.  This section does not describe all risks that may be applicable to the Trust and it is intended only as a summary of certain material risk factors.  More detailed information concerning the risk factors described below may also be contained in other sections of this Annual Report.

 

The Trustees have no control over the operations and activities of Cliffs or Northshore.

 

Except within the framework of the Amended Assignment Agreements, neither the Trust nor the Trustees have any control over the operations and activities of Cliffs or its wholly-owned subsidiary, Northshore.  Accordingly, the royalty income of the Trust is highly dependent upon the activities, investments and operational decisions of Cliffs and Northshore, the supply and demand of suppliers and customers in the iron ore and steel industry, and the terms and conditions of the Amended Assignment Agreements.  Northshore, together with Cliffs, without any input or influence from the Trust, control: (i) current operating plans,

 

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including iron ore production volumes, marketing of iron ore products, operating and capital expenditures as they relate to Northshore, environmental and other liabilities and the effects of regulatory changes; (ii) plans for Northshore’s future production, operations and capital expenditures; (iii) geological data relating to iron ore reserve estimates; (iv) sales and marketing efforts, and shipments of iron ore products to customers of Cliffs; and (v) the terms and conditions, especially related to pricing and price adjustment mechanisms, of the Cliffs Pellet Agreements (described on page 13 of this Annual Report). Any substantial change in Cliffs’ financial condition or business, or the operations, production and shipments of iron ore products by Northshore, about which the Trust may have little or no prior notice, could adversely affect the royalty income of the Trust, as well as the resulting cash available for distribution by the Trust to Unitholders.

 

The stability of Cliffs’ North American iron ore operations and the price adjustment provisions in the North American iron ore supply agreements with Cliffs’ customers could have a significant effect on the cash available for distribution by the Trust to Unitholders .

 

In its Form 10-K for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission February 25, 2015, Cliffs reported that during 2014, a majority of its North American iron ore sales volume were sold under term supply agreements to a limited number of customers.  According to the Form 10-K filed by Cliffs, a loss of sales to its existing customers could have a substantial negative impact on its sales, margins and profitability.  Contractual disputes with any of Cliffs’ significant customers, or failure to renew or replace such agreements with similar agreements, could result in lower sales volume and lower prices and lower profit margins, which could adversely affect the royalties payable to the Trust.

 

Cliffs also reported in its Form 10-K filed on February 25, 2015, that its U.S. iron ore term supply agreements contain a number of price adjustment provisions or price escalators, including adjustments based on general industrial inflation rates, the price of steel and the international price of iron ore pellets, among other factors, that are out of Cliffs’ control and that may adjust the prices under those agreements generally on an annual basis.  Those inflation rates and market prices are dependent upon supply and demand relationships and a variety of other factors over which Mesabi Trust has no control.

 

Additionally, the Trust has been informed that the Cliffs’ supply agreements with ArcelorMittal that involve iron ore products shipped from Northshore do not use a world market-based iron ore pricing mechanism.  As discussed elsewhere in this Annual Report on Form 10-K, the price adjustment mechanisms under Cliffs’ North American term supply agreements, which can be positive or negative, may result in significant variations in royalties payable to Mesabi Trust from quarter to quarter and year to year.  These variations could adversely affect the royalties payable to the Trust and, in turn, the resulting cash available for distribution to Unitholders.

 

Royalties received by the Trust, and distributions paid to Unitholders, in any particular quarter are not necessarily indicative of royalties or distributions that will be paid in any subsequent quarter or in any full year.

 

Royalties received by the Trust can fluctuate significantly from quarter to quarter and year to year based upon market prices for iron ore products, the level of orders for iron ore products from Cliffs’ customers, the consumption of inventory by Cliffs’ customers, and production decisions made by Northshore.  Moreover, because the royalties paid to the Trust in any particular quarter include payments made with respect to pellets shipped and sold at estimated prices that are subject to future interim and final multi-year adjustments in accordance with the supply agreements between Cliffs and its customers, a downward trend in demand and market prices for iron and steel products could result in negative adjustments to royalties in future quarters,

 

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some of which may be significant.  These negative price adjustments could have a material adverse effect on the Trust’s royalty income, which in turn could result in lower quarterly distributions, and possibly reduce or even eliminate funds available for distribution in any quarter and in some quarters may completely offset royalties otherwise payable to the Trust.

 

Due to the factors described above, cash available for distribution to Unitholders in future quarters could materially decrease, and in some cases, such decrease could result in no cash being available for distribution to Unitholders.  As a result, royalties received by the Trust, and the distributions paid to Unitholders, in any particular quarter are not necessarily indicative of royalties that will be received, or distributions that will be paid, in any subsequent quarter or in any full year.  Based on the foregoing and the current uncertainty in the economic environment, the Trust cannot ensure that there will be adequate cash available to make a distribution to Unitholders in any particular quarter.

 

Cliffs has disclosed certain economic and market risks in its most recent annual report on Form 10-K for its fiscal year ended December 31, 2014, including risks related to the volatility of commodity prices, uncertainty or weakness in global economic conditions and reduced economic growth in China, any of which could adversely affect Cliffs’ ability to generate revenue, maintain stable cash flow and fund its operations, which in turn could adversely affect Northshore operations and could adversely affect royalties payable to the Trust.

 

In its most recent annual report on Form 10-K filed on February 25, 2015, Cliffs has disclosed that, as a mining company, its profitability is dependent upon the price of the commodities sold to its customers, and that the price of iron ore has fluctuated historically and is affected by factors beyond its control. Further, Cliffs stated that its earnings may fluctuate with the prices of the commodities it sells. To the extent that the prices of these commodities significantly decline for an extended period of time, Cliffs may have to revise its operating plans, including curtailing production, reducing operating costs and capital expenditures. Cliffs also disclosed that it may have to take impairments on its assets, inventory and/or goodwill. Sustained lower prices also could cause Cliffs to reduce existing reserves if certain reserves no longer can be economically mined or processed at prevailing prices. Cliffs may be unable to decrease its costs in an amount sufficient to offset reductions in revenues and may incur losses. These events could have a material adverse effect on Cliffs and, in certain circumstances, could potentially adversely affect Northshore, which in turn, could have a material adverse effect on future royalties payable to Mesabi Trust.

 

Uncertainty or weakness in the global economic conditions and reduced economic growth in China could adversely affect future royalties payable to the Trust.

 

The volatile global economic climate could have a material adverse effect on the royalties payable to the Trust.  Uncertainties or weaknesses in global economic conditions and national or regional economic or political instability or other events could produce major changes in demand patterns and consumption of raw materials used in steel production.  The Trustees are not able to predict the impact the volatile global economic conditions will have on future royalties payable to the Trust.

 

The world prices of iron ore and steel are strongly influenced by domestic and international supply and demand and global market conditions, all of which are uncertain.  In addition, according to Cliffs’ most recent Form 10-K for Cliffs’ fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission on February 25, 2015, the current level of international demand for raw materials used in steel production is driven largely by industrial growth in China, which has been slowing significantly. We are not able to predict how the global economic conditions, including the current slower growth and challenging

 

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economic conditions of China, will change or not change and the impact it may have on Cliffs’ and Northshore’s operations and the iron ore and steel industries in general going forward.

 

Currently, there is a high degree of uncertainty concerning the overall demand for steel and iron ore products.  Reduced demand for iron ore, especially due to a deceleration of economic growth in China, would likely result in decreased sales of products to Cliffs’ customers and decreasing prices, all of which would adversely affect royalties payable to the Trust.  Since the Trust is not party to any specific customer contracts that Cliffs has with its customers and because these macroeconomic conditions are difficult to forecast, the Trustees are not able to predict the extent to which reduced demand and lower prices for iron ore products, if such circumstances continue, will adversely affect royalties payable to the Trust.

 

Although Cliffs reported that it has contractual commitments for sales in its U.S. Iron Ore and Eastern Canadian Iron Ore business for 2015 and beyond, it cautioned that the uncertainty in global economic conditions may adversely impact the ability of its customers to meet their obligations.  As a result of such market volatility, Cliffs’ customers could approach Cliffs about modifying their supply agreements with Cliffs. Any modifications to such supply agreements, including reductions in pricing, could adversely affect the royalties payable to the Trust and, in turn, the cash available for distribution to Unitholders.

 

Cliffs has disclosed certain financial risks in its most recent annual report on Form 10-K, including risks related to potential limitations on its ability to access capital markets to finance ongoing operations, risks related to Cliffs’ substantial level of indebtedness, risks related to a variety of financial markets risks, and risks concerning Cliffs’ ability to generate sufficient cash flow to service all of its debt.

 

Cliffs has disclosed in its most recent annual report on Form 10-K filed on February 25, 2015, that any decline in its credit ratings would likely result in an increase of its cost of financing, potentially limiting Cliffs’ access to the capital markets, which would significantly harm Cliffs’ financial condition and results of operations. Further, Cliffs disclosed that its existing and future indebtedness may limit its cash flow available to invest in the ongoing needs of its businesses, and could limit its ability to obtain additional financing on acceptable terms or at all. These potential circumstances, if they become real developments, could have a material adverse effect on Cliffs and Northshore, which in turn, could have a material adverse effect on royalties paid to Mesabi Trust in the future.

 

Equipment failures and other unexpected events at Northshore may lead to production curtailments or shutdowns.

 

Interruptions in production capabilities at the mine operated by Northshore may have an adverse impact on the royalties payable to the Trust. In addition to planned production shutdowns or curtailments and equipment failures, the Northshore facilities are also subject to the risk of loss due to unanticipated events such as fires, explosions or extreme weather conditions. The manufacturing processes that take place in Northshore’s mining operations, as well as in Northshore’s crushing, concentrating and pelletizing facilities, depend on critical pieces of equipment, such as drilling and blasting equipment, crushers, grinding mills, pebble mills, thickeners, separators, filters, mixers, furnaces, kilns and rolling equipment, as well as electrical equipment, such as transformers. It is possible that this equipment may, on occasion, be out of service because of unanticipated failures or unforeseeable acts of vandalism or terrorism.  In addition, because the Northshore processing facilities have been in operation for several decades, some of the equipment is aged.  Because the Trustees have no control over the operations or maintenance of the equipment at Northshore, a shutdown or reduction in capacity may come with little or no advance warning.  The remediation of any interruption in production capability at Northshore could require Cliffs to make large capital expenditures which may take

 

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place over an extended period of time.  Cliffs also stated in its most recent annual report that if its cash flows and capital resources are insufficient to fund its debt service obligations, it may be forced to reduce or delay investments and capital expenditures. On January 5, 2013, Northshore shut down two of its four taconite production lines. Northshore then re-opened these lines during the first quarter of 2014 . Cliffs announced in its most recent annual report on Form 10-K for the fiscal year ended December 31, 2014 filed on February 25, 2015 that one of the four furnaces in the Northshore pellet plant became idled in January 2015 and is expected to remain idled throughout the year. Any additional idling, shutdown, reduction in operations, or production curtailment at Northshore would likely adversely affect the royalties payable to the Trust.

 

The mining operations of Northshore are subject to extensive governmental regulations and Northshore is subject to risks related to its compliance with federal and state environmental regulations.

 

Northshore, as the operator of the mine on Mesabi Trust Lands, is subject to various federal, state and local laws and regulations on matters such as employee health and safety, air quality, water pollution, plant and wildlife protection, reclamation and restoration of mining properties, the discharge of materials into the environment, and the effects that mining has on groundwater quality and availability.  Northshore is required to maintain permits and approvals issued by federal and state regulatory agencies and its mining operations are subject to inspection and regulation by the Mine Safety and Health Administration of the United States Department of Labor (“MSHA”) under the provisions of the Mine Safety and Health Act of 1977.  The Occupational Safety and Health Administration (“OSHA”) has jurisdiction over safety and health standards not covered by MSHA and the Minnesota Pollution Control Agency (“MPCA”) regulates various aspects of Northshore’s operations.  Northshore may from time to time be involved in litigation with the MPCA over certain aspects of its operation but because the Trust has no control over Northshore’s operations, the potential impact of these proceedings cannot be determined.  Moreover, Northshore is solely responsible for its compliance with any laws, regulations or permits applicable to Northshore’s operations and Northshore may at times fail to operate in compliance with such laws, regulations and permits.  The Trust has no ability to control or determine whether Northshore has been or will in the future operate in compliance with such laws and regulations.  If Northshore fails to comply with these laws, regulations or permits, it could be subject to fines or other sanctions, any of which could have an adverse effect on its operations and its ability to ship iron ore products from Silver Bay, Minnesota, which could, in turn, have a material adverse effect on the royalties paid to the Trust.

 

TMDL (a regulatory term describing a value of the maximum amount of a pollutant that a body of water can receive while still meeting water quality standards under the Clean Water Act) regulations are contained in the Clean Water Act and as a part of Minnesota’s Mercury TMDL Implementation Plan, in cooperation with the MPCA, the taconite industry developed a Taconite Mercury Reduction Strategy and signed a voluntary agreement to effectuate its terms. The strategy includes a 75 percent target reduction of mercury air emissions from Minnesota pellet plants collectively by 2025. For Cliffs, the requirements in the voluntary agreement do not apply to Northshore. Late in 2013, however, Minnesota published a draft mercury control rule that would require annual mercury emissions reporting and could require installation of mercury emission control equipment on all Cliffs’ Minnesota facilities including those of Northshore. On September 22, 2014, Minnesota promulgated the Mercury Air Emissions Reporting and Reduction Rule mandating mercury air emissions reporting and reduction. The adopted rule expanded applicability to all of Cliffs’ Minnesota operations and requires submitting a mercury reduction plan in 2018 to reduce mercury emissions from all of Cliffs’ Minnesota taconite furnaces by 72 percent by January 2025 and 70 percent reduction from Northshore’s industrial boilers by January 1, 2018. The adopted rule does not include all four Adaptive Management Criteria for evaluating mercury reduction, which were agreed upon in the October 2009 Minnesota’s Mercury TMDL Implementation Plan. According to Cliffs’ Form 10-K filed February 25, 2015, there is currently no proven technology to cost-

 

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effectively reduce mercury emissions from taconite furnaces to the target level of 72 percent that would meet all four Adaptive Management Criteria. Cliffs expressed its concerns about the technical and economic feasibility to reduce taconite mercury emissions by 72 percent and are conducting detailed engineering analysis to determine the impact of the regulations on each unique iron ore indurating furnace affected by this rule. The Trustees are unable to predict what impact, if any, the Mercury Air Emissions Reporting and Reduction Rule will have on production and shipments from Northshore or future royalties payable to the Trust.

 

In its Form 10-K filed February 24, 2015, Cliffs also reported that on July 6, 2011, the US Environmental Protection Agency (the “EPA”) promulgated the Cross State Air Pollution Rule (the “CSAPR”), which was intended to be an emissions trading rule for SO2 and NOx. Northshore’s Silver Bay Power Plant would have been subject to this rule. CSAPR was vacated by the D.C. Circuit Court during the third quarter of 2012. Late in 2014, the Supreme Court re-instated CSAPR with an effective date of January 1, 2015, reinstating the obligations of this rule for Silver Bay Power. Immediate compliance obligations are being met at this time, with the material obligation being procurement of the first year of emissions allowances by March 2016 for the 2015 operating year. Silver Bay Power is completing the engineering and permitting work to install controls that will limit the cost exposure to the trading market. The allowance pricing market is continuing to fluctuate so price impacts are not yet certain, Cliffs anticipates the annual costs will be less than $1 million for 2015 and gradually decreasing to less than $400,000 per year after it completes its emission reduction project in 2017. The Trustees are unable to predict what impact, if any, the emission reduction project will have on production and shipments from Northshore or future royalties payable to the Trust.

 

The Trust does not control the portion of Northshore’s shipments that will come from ore mined from Mesabi Trust Lands.

 

The Trustees do not exert any influence over mining operational decisions at Northshore and Northshore alone determines whether to mine from Mesabi Trust Lands or state-owned lands, based on its current production estimates and engineering plan.  Northshore’s mining operations include Mesabi Trust Lands and mineral-producing land owned by the State of Minnesota and others.  Ore mined by Northshore from lands other than Mesabi Trust Lands is processed, along with ore mined from Mesabi Trust Lands, in Northshore-owned crushing, concentrating and pelletizing facilities and is separately accounted for on a periodic basis.  Northshore also has the ability to process and ship iron ore products 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 is from Mesabi Trust Lands.  The percentages of shipments from Mesabi Trust Lands were 90.8%, 93.5%, 93.9% and 88.5% in calendar years 2014, 2013, 2012, and 2011, respectively.  If Northshore decides to materially reduce the percentage of ore mined, or pellets shipped, from Mesabi Trust Lands, the income of the Trust could be adversely affected.

 

Royalties payable to the Trust could be adversely affected by the failure of the Trust’s independent consultants to competently perform.

 

As permitted by the terms of the Agreement of Trust and the Amendment, the Trustees are authorized to, and in fact do, rely upon certain independent consultants to assist the Trustees in carrying out and fulfilling their obligations as Trustees.  Independent consultants perform services, render advice and produce reports with respect to monthly production and shipments, which include figures on crude ore production, iron ore pellet production, iron ore pellet shipments, and discussions concerning the condition and accuracy of the scales used to weigh iron ore pellets produced at Northshore’s facilities.  The Trustees have also retained an accounting

 

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firm to provide non-audit services, including preparing financial statements, reviewing financial data related to shipping and sales reports provided by Northshore and reviewing the schedule of leasehold and fee royalties payable to the Trust.  The Trustees believe that the independent consultants are qualified to perform the services and functions assigned to them.   Nevertheless, any negligence or the failure of any such independent consultants to competently perform could adversely affect the royalties to be received by the Trust.

 

The Trust relies on Cliffs’ estimates of recoverable reserves, and if those estimates are inaccurate, the total potential future royalty stream to the Trust and distributions payable to Unitholders may be adversely affected.

 

The Trustees do not participate in preparing the recoverable ore reserve estimates reported by Cliffs.  According to Cliffs’ most recent Form 10-K, Cliffs regularly evaluates its iron ore reserves based on revenues and costs and updates them as required in accordance with Securities Act Industry Guide 7, promulgated by the Securities and Exchange Commission.  In 2013, the Trustees engaged an independent firm of geological experts to evaluate the process Cliffs uses to estimate the recoverable iron ore reserves at the Peter Mitchell Mine.  Still, there are numerous uncertainties inherent in estimating quantities of reserves of mineral producing lands and such estimates necessarily depend upon a number of variable factors and assumptions, such as production capacity, effects of regulations by governmental agencies, future prices for iron ore, future industry conditions and operating costs, severance and excise taxes, development costs and costs of extraction and reclamation costs, all of which may in fact vary considerably from actual results.  All of these factors are outside of the control and influence of the Trustees.  For these reasons, estimates of the economically recoverable quantities of mineralized deposits attributable to Mesabi Trust Lands and the classifications of such reserves based on the risk of recovery prepared by different engineers or by the same engineers at different times may vary substantially as the criteria change.  Cliffs’ estimate of the ore reserves could be negatively affected by future industry conditions, geological conditions and ongoing mine planning at the Peter Mitchell Mine.  Actual reserves will likely vary from estimates, and if such variances are negative and material, the expected royalties payable to the Trust could be adversely affected and the value of the Trust’s Units could decline.

 

Cliffs has disclosed certain operational risks, including risks that could arise related to substantial costs from announced and potential mine closures and risks related to its ability to transport its products to customers at competitive rates and in a timely manner.

 

Cliffs has disclosed in its most recent annual report on Form 10-K filed on February 25, 2015, that mine closures entail substantial costs, that it has idled its Wabush Scully mine in Newfoundland and Labrador, and in the fourth quarter 2014 it began to implement the permanent closure plan for that mine. Cliffs also announced that its Canadian affiliates commenced restructuring proceedings under the Companies’ Creditors Arrangement Act (Canada) to mitigate closure costs in connection with the shutdown of the Bloom Lake mine.  Cliffs also disclosed that if it closes one or more of its own mines, Cliffs’ results of operations and financial condition would likely be affected adversely . In its most recent Form 10-K filed on February 25, 2015, Cliffs announced that one of the four furnaces in the Northshore pellet plant became idled in January 2015 and is expected to remain idled throughout the year. Any additional idling, shutdown, reduction in operations, or production curtailment at Northshore could adversely affect the royalties payable to the Trust.

 

Cliffs also disclosed that in its U.S. Iron Ore operations, disruption of the lake and ocean-going vessels and rail transportation services due to weather-related problems and lack of alternative transportation sources could impair Cliffs’ ability to supply iron ore to its customers at competitive rates or in a timely manner, and thus, could adversely affect its sales, margins and profitability. These events could have a material adverse

 

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effect on Cliffs and potentially Northshore, which in turn, could have a material adverse effect on royalties paid to Mesabi Trust in the future.

 

The operations at Northshore are largely dependent on a single-source energy supplier.

 

The operations at Northshore are largely dependent on Silver Bay Power Company, a 115 megawatt power plant, for its electrical supply.  Silver Bay Power Company, which is wholly owned by Northshore, has an interconnection agreement with Minnesota Power, Inc. for backup power when excess generation is necessary.  A significant interruption in service from Silver Bay Power Company due to vandalism, terrorism, weather conditions, natural disasters, or any other cause could cause a decrease in production capacity or require a temporary shutdown of Northshore’s operations.  In addition, one natural gas pipeline serves all of Cliffs’ Minnesota mines, and a pipeline failure could idle or substantially impair the operations at Northshore.  Any substantial interruption of, or material reduction in, Northshore’s operations could adversely affect the royalties payable to the Trust.

 

If steelmakers use methods other than blast furnace production to produce steel, or shut down or reduce production using blast furnaces, the demand for iron ore pellets may decrease.

 

In its annual report on Form 10-K for the prior year ended December 31, 2013, filed February 14, 2014, Cliffs reported that the d emand for Cliffs’ iron ore products is determined by the operating rates for the blast furnaces of steel companies although not all finished steel is produced by blast furnaces.  Finished steel also may be produced by other methods that do not require iron ore pellets and use scrap steel, pig iron, hot briquetted iron and direct reduced iron. North American steel producers can also produce steel using imported iron ore or semi-finished steel products, which eliminates the need for domestic iron ore. Future environmental restrictions on the use of blast furnaces also may reduce the use of blast furnaces in steel production.  Because the maintenance of blast furnaces can require substantial capital expenditures, steel manufacturers may choose not to maintain their blast furnaces, and some of them may not have the resources necessary to adequately maintain their blast furnaces. If steel manufacturers significantly alter the methods they use to produce steel or otherwise substantially reduce their use of iron ore pellets, demand for iron ore pellets will decrease, which could adversely affect the royalties payable to the Trust.

 

Certain risk factors affecting Cliffs’ North American Iron Ore Business generally, and Northshore operations in particular, could have a material adverse effect on the royalties payable to the Trust.

 

Because substantially all of the Trust’s revenue is derived from iron ore products shipped by Northshore from Silver Bay, Northshore’s iron ore pellet processing and shipping activities directly impact the Trust’s revenues in each quarter and each year.  A number of the risk factors, as disclosed by Cliffs in its most recent annual report on Form 10-K for the fiscal year ended December 31, 2014, affect Cliffs’ operations, and could impact Northshore’s production and shipment volume.  In its most recent Form 10-K, Cliffs identified the following six categories of risk that Cliffs is subject to: (i) economic and market, (ii) regulatory, (iii) financial, (iv) operational, (v) development and sustainability, and (vi) human capital. These risk factors include, among others, the global economic climate and financial market conditions, economic conditions in the iron ore industry, extensive governmental regulations relating to environmental matters and the costs and risks related thereto, availability of substitute materials, pricing by domestic and international competitors, long-term customer contracts or arrangements by Northshore or its competitors, price adjustment provisions in Cliffs’ North American term supply agreements (which take into account various price indexes), availability of ore boats, production at Northshore’s mining operations, natural disasters, shipping conditions in the Great Lakes and production at Northshore’s pelletizing/processing facility.  Specifically, if any portion of Northshore’s

 

10



 

pelletizing lines becomes idle for any reason, production, shipments and, consequently, the royalties payable to the Trust could be adversely affected.

 

The Trustees are not subject to annual election and, as a result, the ability of the holders of Trust Certificates to influence the policies of the Trust may be limited.

 

Directors of a corporation are generally subject to election at each annual meeting of shareholders or, in the case of staggered boards, at regular intervals. Under the Agreement of Trust, however, the Trust is not required to hold annual meetings of holders of Trust Certificates to elect Trustees and Trustees generally hold office until their death, resignation or disqualification. As a result, the ability of holders of Trust Certificates to effect changes in the composition of the Board of Trustees and the policies of the Trust is significantly more limited than that of the shareholders of a corporation.

 

OVERVIEW OF TRUST’S ROYALTY STRUCTURE

 

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, as well as royalty bonuses, comprise the Trust’s royalty income:

 

·                   Base overriding royalties .  Base overriding royalties have historically constituted the majority of Mesabi Trust’s royalty income.  Base overriding royalties are determined by both the volume and selling price of iron ore products shipped.  Northshore is obligated to pay Mesabi Trust base overriding royalties in varying amounts, based on the volume of iron ore products shipped.  Base overriding royalties are calculated as 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.  Base overriding royalties are subject to interim and final price adjustments under the Cliffs Pellet Agreements (described on page 13 of this Annual Report) and, as described elsewhere in this report, such adjustments may be positive or negative.

 

·                   Royalty bonuses .  The Trust earns royalty bonuses when iron ore products shipped from Silver Bay are sold at prices above a threshold price per ton.  The royalty bonus is based on a percentage of the gross proceeds of product shipped from Silver Bay.  The threshold price is adjusted (but not below $30.00 per ton) on an annual basis for inflation and deflation (the “Adjusted Threshold Price”).  The Adjusted Threshold Price was $51.55 per ton for calendar year 2013 and $52.31 per ton for calendar year 2014, and will be $53.01 per ton for calendar year 2015.  The royalty bonus percentage ranges from 1/2 of 1% of the gross proceeds (on all tonnage shipped for sale at prices between the Adjusted Threshold Price and $2.00 above the Adjusted Threshold Price) to 3% of the gross proceeds (on all tonnage shipped for sale at prices $10.00 or more above the Adjusted Threshold Price).  Royalty bonuses are subject to price adjustments under the Cliffs Pellet Agreements (described on page 13 of this Annual Report); such adjustments may be positive or negative.  See the section entitled “Comparison of Financial Results for Fiscal Years ended January 31, 2014 and January 31, 2013” beginning on page 15 of this Annual Report for more information.

 

·                   Fee royalties .  Fee royalties have historically constituted a smaller component of the Trust’s total royalty income.  Fee royalties are payable to the Mesabi Land Trust, a Minnesota land trust, which holds a 20% interest as fee owner in the Peters Lease.  Mesabi Trust holds the entire beneficial

 

11



 

interest in the Mesabi Land Trust for which U.S. Bank N.A. acts as the corporate trustee.  Mesabi Trust receives the net income of the Mesabi Land Trust, which is generated from royalties on the amount of crude ore mined after the payment of expenses to U.S. Bank N.A. for its services as the corporate trustee.  Crude ore is the source of iron oxides used to make iron ore pellets and other products.  The fee royalty on crude ore is based on an agreed price per ton, subject to certain indexing.

 

·                   Minimum advance royalties .  Northshore’s obligation to pay base overriding royalties and royalty bonuses with respect to the sale of iron ore products generally 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 (but not below $500,000 per annum) for inflation and deflation.  The minimum advance royalty was $859,429 for calendar year 2013 and $872,156 for calendar year 2014, and will be $883,875 for calendar year 2015.  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 minimum advance royalties are essentially prepayments of base overriding royalties and royalty bonuses earned each year, any minimum advance royalties paid in a fiscal quarter are recouped by credits against base overriding royalties and royalty bonuses earned in later fiscal quarters during the year.

 

The current royalty rate schedule became effective on August 17, 1989 pursuant to the Amended Assignment Agreements, which the Trust entered into with Cyprus Northshore Mining Corporation (“Cyprus NMC”).  Pursuant to the Amended Assignment Agreements, overriding royalties are determined by both the volume and selling price of iron ore products shipped.  In 1994, Cyprus NMC was sold by its parent corporation to Cliffs and renamed Northshore Mining Company.  Cliffs now operates Northshore as a wholly owned subsidiary.

 

Under the relevant agreements, Northshore has the right to mine and ship iron ore products from lands other than Mesabi Trust Lands.  Northshore alone determines whether to conduct mining operations on Mesabi Trust Lands and/or such other lands based on its current mining and engineering plan.  The Trustees do not exert any influence over mining operational decisions.  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 mined from Mesabi Trust Lands, and (ii) a portion of the aggregate quantity of all iron ore products shipped from Silver Bay that were mined from any lands, such portion being 90% of the first four million tons shipped from Silver Bay 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.

 

Royalty income, which constitutes the principal source of the Trust’s revenue, comprised 99.9% of the Trust’s total revenue of the Trust in each of the fiscal years ended January 31, 2015, January 31, 2014 and January 31, 2013.  A more complete discussion of royalty rates and the manner in which they are determined is set forth under the headings “Leasehold Royalties” and “Land Trust and Fee Royalties,” beginning on pages 30 and 33, respectively, of this Annual Report.

 

During the course of its fiscal year some portion of royalties expected to be paid to Mesabi Trust is based in part on estimated prices for iron ore products sold under term contracts between Northshore, Cliffs and

 

12



 

their customers (the “Cliffs Pellet Agreements”).  The Cliffs Pellet Agreements use estimated prices which are subject to interim and final pricing adjustments, which can be positive or negative, and which adjustments are dependent in part on multiple price and inflation index factors that are not known until after the end of a contract year. Even though Mesabi Trust is not a party to the Cliffs Pellet Agreements, these adjustments can result in significant variations in royalties payable to Mesabi Trust (and in turn the resulting amount available for distribution to Unitholders by the Trust) from quarter to quarter and on a comparative historical basis, and these variations, which can be positive or negative, cannot be predicted by Mesabi Trust.  In either case, these price adjustments will impact future royalties payable to the Trust that become available for distribution to Unitholders.

 

As described elsewhere in this Annual 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 past each of the first four one-million ton volume thresholds.  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, as total shipments for the year exceed increasing levels of royalty percentages and pass each of the first four one-million ton volume thresholds.

 

As also described elsewhere in this Annual Report, the Trust receives a bonus royalty equal to a percentage of the gross proceeds of iron ore products (mined from Mesabi Trust lands) shipped from Silver Bay and sold at prices above the Adjusted Threshold Price.  Although 98.6% all of the iron ore products shipped from Silver Bay during calendar 2014 were sold at prices higher than the Adjusted Threshold Price, the Trustees are unable to project whether Cliffs will continue to be able to sell iron ore products at prices above the applicable Adjusted Threshold Price, entitling the Trust to any future bonus royalty payments.

 

SELECTED FINANCIAL DATA

 

Years ended
January 31

 

2015

 

2014

 

2013

 

2012

 

2011

 

Royalty and interest income

 

$

26,080,115

 

$

22,045,153

 

$

31,562,945

 

$

34,158,326

 

$

33,341,871

 

Trust expenses

 

1,312,267

 

988,864

 

908,208

 

920,994

 

878,677

 

Net income(1)

 

$

24,767,848

 

$

21,056,289

 

$

30,654,737

 

$

33,237,332

 

$

32,463,194

 

Net income per Unit(2)

 

$

1.888

 

$

1.605

 

$

2.34

 

$

2.53

 

$

2.47

 

Distributions declared Per unit(2)(3)

 

$

1.84

 

$

1.62

 

$

2.325

 

$

2.53

 

$

2.485

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

10,097,620

 

8,553,797

 

7,645,960

 

11,169,040

 

$

9,645,576

 

 


(1)                                  The Trust, as a grantor trust, is exempt from federal and state income taxes.

 

(2)                                  Based on 13,120,010 Units of Beneficial Interest outstanding during all years.

 

(3)                                  The Trust declares distributions in January of each year and pays such distributions in February which is in the Trust’s next fiscal year.  Because of this, distributions declared generally do not equal the amount of cash distributed in the same fiscal year. During the Trust’s fiscal year ended January 31, 2015, the Trustees distributed $1.77 per Unit (including $0.57 per Unit declared in fiscal 2014 but distributed in fiscal 2015 (February 2014)) and in fiscal 2015 declared a distribution of $0.64 per Unit payable in February 2015, the next fiscal year.  During the Trust’s fiscal year ended January 31, 2014, the Trustees distributed $1.54 per Unit (including $0.49 per Unit declared in fiscal 2013 but distributed in fiscal 2014 (February 2013)) and in fiscal 2014 declared a distribution of $0.57 per Unit payable in February 2014, the next fiscal year. During the Trust’s fiscal year ended January 31, 2013, the Trustees distributed $2.595 per Unit (including $0.76 per Unit declared in fiscal 2012 but distributed in fiscal 2013 (February 2012)) and in fiscal 2013 declared a distribution of $0.49 per Unit payable in February 2013, the next fiscal year. During the Trust’s fiscal year ended January 31, 2012, the Trustees distributed $2.42 per Unit (including $0.65 per Unit declared in fiscal 2011 but distributed in fiscal 2012 (February 2011)) and in fiscal 2012

 

13



 

declared a distribution of $0.76 per Unit payable in February 2012, the next fiscal year.  During the Trust’s fiscal year ended January 31, 2011, the Trustees distributed $2.385 per Unit (including $0.55 per Unit declared in fiscal 2010 but distributed in fiscal 2011 (February 2010)) and in fiscal 2011 declared a distribution of $0.65 per Unit payable in February 2011, the next fiscal year.  During the Trust’s fiscal year ended January 31, 2010, the Trustees distributed $0.71 per Unit (including $0.11 per Unit declared in fiscal 2009 but distributed in fiscal 2010 (February 2009)) and in fiscal 2010 declared a distribution of $0.55 per Unit payable in February 2010, the next fiscal year.

 

TRUSTEES’ DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

 

Results of Operations

 

Comparison of Iron Ore Pellet Production and Shipments for the Fiscal Years Ended January 31, 2015, January 31, 2014 and January 31, 2013

 

During fiscal 2015, production attributed to Trust lands totaled approximately 4.9 million tons, an increase of 25.9% as compared to production for fiscal year 2014 and a decrease of 4.4% as compared to production for fiscal 2013.  Shipments to Northshore’s customers attributed to the Trust totaled approximately 4.6 million tons during fiscal 2015.  This represents an increase of 19.1% as compared to shipments for fiscal year 2014 and a decrease of 11.2% as compared to shipments for fiscal year 2013.  The table below, which is based on information provided to the Trust by Northshore, shows the total production and total shipments of iron ore pellets from Mesabi Trust lands during the prior three fiscal years.

 

Fiscal Year Ended 

 

Pellets Produced from
Trust Lands
(Tons)

 

Pellets Shipped from
Trust Lands
(Tons)

 

January 31, 2015

 

4,874,420

 

4,639,326

 

January 31, 2014

 

3,872,464

 

3,895,065

 

January 31, 2013

 

5,100,773

 

5,227,246

 

 

Production of iron ore pellets for the fourth quarter of fiscal 2015 increased 39.7% as compared to production of iron ore pellets for the fourth quarter of fiscal 2014 due primarily to an increase in orders from Northshore’s customers as they adjusted production based on anticipated demand from their customers. Shipments of iron ore pellets by Northshore during the fourth quarter of fiscal 2015 increased by 39.5% as compared to shipments of iron ore pellets during the fourth quarter of fiscal 2014.  The increase in shipments in the fourth quarter of fiscal 2015 was caused by an increase in demand from Northshore’s customers.

 

Three Months Ended

 

Pellets Produced from
Trust Lands
(Tons)

 

Pellets Shipped from
Trust Lands
(Tons)

 

January 31, 2015

 

1,400,265

 

915,821

 

 

 

 

 

 

 

January 31, 2014

 

1,002,143

 

656,609

 

 

The table below shows the change in the percentages of production and shipments from lands owned or leased by Mesabi Trust versus the percentages of production and shipments from lands owned by the State of Minnesota and others for the most recent three fiscal years.

 

14



 

Fiscal Year Ended

 

Percentage of
Pellets Produced
From Trust
Lands

 

Percentage of
Pellets Produced
From Non-Trust
Lands

 

Percentage of
Pellets
Shipped
From Trust
Lands

 

Percentage of
Pellets
Shipped
From Non-Trust
Lands

 

January 31, 2015

 

91.0

%

9.0

%

90.8

%

9.2

%

January 31, 2014

 

98.4

%

1.6

%

94.1

%

5.9

%

January 31, 2013

 

92.9

%

7.1

%

93.9

%

6.1

%

 

As is the case with the volume of shipments from Silver Bay, Minnesota, the Trustees cannot predict what percentage of production or shipments will be attributable to iron ore mined from Mesabi Trust lands in fiscal 2015.  However, pursuant to the Amendment, Mesabi Trust will be credited with at least 90% of the first four million tons of iron ore pellets shipped from Silver Bay, Minnesota in each calendar year, at least 85% of the next two million tons of pellets shipped from Silver Bay, Minnesota in each calendar year, and at least 25% of all tons of pellets shipped from Silver Bay, Minnesota in each calendar year in excess of six million tons.

 

Comparison of Financial Results for Fiscal Years ended January 31, 2015 and January 31, 2014

 

Royalty Income

 

As shown in the table below, in fiscal 2015 base royalties increased by 20.6%, bonus royalties increased by 14.8% and fee royalties increased by 23.4%, each as compared to fiscal 2014.  Accordingly, the Trust’s total royalty income increased by 18.3% in fiscal 2015 as compared to fiscal 2014.  The increase in royalties received by the Trust is primarily the result of an increase in production and shipments in fiscal 2015, as compared to fiscal 2014.

 

 

 

Fiscal Years Ended January 31,

 

% increase

 

 

 

2015

 

2014

 

(decrease)

 

Base overriding royalties

 

$

15,033,854

 

$

12,467,591

 

20.6

%

Bonus royalties

 

10,364,456

 

9,029,972

 

14.8

%

Minimum advance royalty paid (recouped)

 

 

 

 

 

Fee royalties

 

672,736

 

545,028

 

23.4

%

Total royalty income

 

$

26,071,046

 

$

22,042,591

 

18.3

%

 

The royalty amounts set forth in the table above include pricing adjustments made to royalty payments previously received by the Trust based on shipments from Silver Bay, Minnesota during prior calendar years.  Depending on the year, the volume of shipments, and the interim and final price paid to the Trust for shipments from Silver Bay, Minnesota, the price adjustment provisions of the Cliffs Pellet Agreements may increase or decrease, in some cases materially, the royalties paid to the Trust.  Because the Trust is not a party to the Cliffs Pellet Agreements, the Trustees are unable to predict the extent of any pricing adjustments that may occur under the Cliffs Pellet Agreements or whether the adjustments will increase or decrease royalties payable to the Trust. With the current volatility in demand and prices for iron ore and steel products, the price adjustment provisions in the Cliffs Pellet Agreements may have a significant impact on future royalties payable to the Trust and the adjustments, depending on whether they are positive or negative, may increase or decrease the distributions payable to Unitholders.

 

Total Revenues, Expenses, Net Income and Distributions

 

As set forth in the table below, net income for fiscal 2015 increased by 17.6%, as compared to fiscal 2014, primarily due to an increase in total shipments of iron ore pellets. Total expenses for fiscal 2015 increased

 

15



 

by 32.7% as compared to fiscal 2014. A more detailed summary of the Trust’s expenses, including legal and accounting expenses, is set forth under the heading “Trust Expenses” on page 33 of this Annual Report.

 

 

 

Fiscal Years Ended January 31,

 

% increase

 

 

 

2015

 

2014

 

(decrease)

 

Total Revenues

 

$

26,080,115

 

$

22,045,153

 

18.3

%

Expenses

 

1,312,267

 

988,864

 

32.7

%

Net Income

 

$

24,767,848

 

$

21,056,289

 

17.6

%

 

As discussed in the paragraph above, the Trust’s total royalty income and net income for fiscal 2015 increased by 18.3% and 17.6%, respectively, due to an increase in the amount of iron ore tons shipped during fiscal 2015, both as compared to fiscal 2014. The increase in the Trust’s net income resulted in a 13.6% increase in total distributions declared to Unitholders in fiscal 2015, as compared to fiscal year 2014.

 

 

 

Fiscal Years Ended on January 31,

 

% increase

 

 

 

2015

 

2014

 

(decrease)

 

Total Distributions Declared

 

$

24,140,818

 

$

21,254,417

 

13.6

%

Distributions Declared per Unit

 

$

1.84

 

$

1.62

 

13.6

%

 

Unallocated Reserve

 

As set forth in the table below, the Unallocated Reserve increased by $ 627,030 or 63.7% to $ 1,611,124 , as of January 31, 2015, as compared to $ 984,094 as of January 31, 2014.  As of January 31, 2015, the Unallocated Reserve consisted of $ 1,087,469 in unallocated cash and U.S. Government securities and $ 558,385 of accrued income receivable.  Comparatively, as of January 31, 2014, the Unallocated Reserve consisted of $957,185 in unallocated cash and U.S. Government securities and $63,253 of accrued income receivable.

 

 

 

Fiscal Years Ended January 31,

 

% increase

 

 

 

2015

 

2014

 

(decrease)

 

Accrued Income Receivable

 

$

558,385

 

$

63,253

 

782.8

%

Unallocated Cash and U.S. Government Securities

 

1,087,469

 

957,185

 

13.6

%

Prepaid Expenses and (Accrued Expenses) Net

 

(34,730

)

(36,344

)

4.4

%

Unallocated Reserve

 

$

1,611,124

 

$

984,094

 

63.7

%

 

The 63.7% increase in the Unallocated Reserve for the fiscal year ended January 31, 2015 as compared the fiscal year ended January 31, 2014, is primarily the result of an increase in the accrued income receivable caused by an increase in the amount of iron ore pellets shipped in January 2015 as compared to January 2014.

 

Accrued Income Receivable .  The $495,132, or 782.8%, increase in the accrued income receivable portion of the Unallocated Reserve is the result of an increase in the amount of iron ore pellets shipped in the last month of the fiscal year ended January 31, 2015 , as compared to the fiscal year ended January 31, 2014.

 

As described elsewhere in this Annual Report on Form 10-K, pricing estimates are adjusted on a quarterly basis as updated pricing information is received from Northshore.  It is possible that future negative price adjustments could offset, or even eliminate, royalties or royalty income that would otherwise be payable to the Trust in any particular quarter, or at year end, thereby potentially reducing cash available for distribution to

 

16



 

the Trust’s Unitholders in future quarters.  See discussion under the heading “Risk Factors” beginning on page 3 of this Annual Report.

 

Unallocated Cash and U.S. Government Securities.   The Trust’s unallocated cash and U.S. Government Securities for unexpected obligations increased by 13.6% to $1,087,469 as of January 31, 2015 from $957,185 as of January 31, 2014.  The $130,284 increase in the Trust’s cash reserve resulted from the Trustees’ decision to add to the Trust’s cash reserve for unexpected obligations. The Trust’s current cash reserve as of January 31, 2015 is slightly above the range contemplated by the policy set by the Trustees.

 

Comparison of Financial Results for Fiscal Years ended January 31, 2014 and January 31, 2013

 

Royalty Income

 

As shown in the table below, in fiscal 2014 base royalties decreased by 33.1%, royalty bonuses decreased by 25.6% and fee royalties decreased by 31.4%, each as compared to fiscal 2013.  Accordingly, the Trust’s total royalty income decreased by 30.2% in fiscal 2014 as compared to fiscal 2013.  The decrease in royalty income of the Trust is primarily the result of decrease in production and shipments in fiscal 2014, as compared to fiscal 2013.

 

 

 

Fiscal Years Ended January 31,

 

% increase

 

 

 

2014

 

2013

 

(decrease)

 

Base overriding royalties

 

$

12,467,591

 

$

18,637,459

 

(33.1

)%

Royalty bonuses

 

9,029,972

 

12,129,876

 

(25.6

)%

Minimum advance royalty paid (recouped)

 

 

 

 

 

Fee royalties

 

545,028

 

794,146

 

(31.4

)%

Total royalty income

 

$

22,042,591

 

$

31,561,481

 

(30.2

)%

 

The royalty amounts set forth in the table above include pricing adjustments made to royalty payments previously received by the Trust based on shipments from Silver Bay, Minnesota during prior calendar years.  Depending on the year, the volume of shipments, and the interim and final price paid to the Trust for shipments from Silver Bay, Minnesota, the price adjustment provisions of the Cliffs Pellet Agreements may increase or decrease, in some cases materially, the royalties paid to the Trust.  Because the Trust is not a party to the Cliffs Pellet Agreements, the Trustees are unable to predict the extent of any pricing adjustments that may occur under the Cliffs Pellet Agreements or whether the adjustments will increase or decrease royalties payable to the Trust. With the current volatility in demand and prices for iron ore and steel products, the price adjustment provisions in the Cliffs Pellet Agreements may have a significant impact on future royalties payable to the Trust and the adjustments, depending on whether they are positive or negative, may increase or decrease the distributions payable to Unitholders.

 

Total Revenues, Expenses, Net Income and Distributions

 

As set forth in the table below, net income for fiscal 2014 decreased by 31.3%, as compared to fiscal 2013, primarily due to a decrease in total shipments of iron ore pellets. Total expenses for fiscal 2014 increased by 8.8% as compared to fiscal 2013. A more detailed summary of the Trust’s expenses, including legal and accounting expenses, is set forth under the heading “Trust Expenses” on page 33 of this Annual Report.

 

 

 

Fiscal Years Ended January 31,

 

% increase

 

 

 

2014

 

2013

 

(decrease)

 

Total Revenues

 

$

22,045,153

 

$

31,562,945

 

(30.2

)%

Expenses

 

988,864

 

908,208

 

8.8

%

Net Income

 

$

21,056,289

 

$

30,654,737

 

(31.3

)%

 

17



 

As discussed in the paragraph above, the Trust’s total royalty income and net income for fiscal 2014 decreased by 30.2% and 31.3%, respectively, due to a decrease in the amount of iron ore tons shipped during fiscal 2014, both as compared to fiscal 2013. The decrease in the Trust’s net income resulted in a 30.3% decrease in total distributions declared to Unitholders in fiscal 2014, as compared to fiscal year 2013.

 

 

 

Fiscal Years Ended on January 31,

 

% increase

 

 

 

2014

 

2013

 

(decrease)

 

Total Distributions Declared

 

$

21,254,417

 

$

30,504,023

 

(30.3

)%

Distributions Declared per Unit

 

$

1.62

 

$

2.325

 

(30.3

)%

 

 

Unallocated Reserve

 

As set forth in the table below, the Unallocated Reserve decreased by $ 198,128 or 16.8% to $ 984,094 , as of January 31, 2014, as compared to $ 1,182,222 as of January 31, 2013.  As of January 31, 2014, the Unallocated Reserve consisted of $ 957,185 in unallocated cash and U.S. government securities and $ 63,253 of accrued income receivable.  Comparatively, as of January 31, 2013, the Unallocated Reserve consisted of $942,526 in unallocated cash and U.S. government securities and $218,053 of accrued income receivable.

 

 

 

Fiscal Years Ended January 31,

 

% increase

 

 

 

2014

 

2013

 

(decrease)

 

Accrued Income Receivable

 

$

63,253

 

$

218,053

 

(71.0

)%

Unallocated Cash and U.S. Government Securities

 

957,185

 

942,526

 

1.6

%

Prepaid Expenses and (Accrued Expenses) Net

 

(36,344

)

21,643

 

(267.9

)%

Unallocated Reserve

 

$

984,094

 

$

1,182,222

 

(16.8

)%

 

The 16.8% decrease in the Unallocated Reserve for the fiscal year ended January 31, 2014 as compared the fiscal year ended January 31, 2013, is primarily the result of a decrease in the accrued income receivable caused by a decrease in the amount of iron ore pellets shipped in January 2014 as compared to January 2013 .

 

Accrued Income Receivable .  The decrease in the accrued income receivable portion of the Unallocated Reserve by $154,800 or 71% is the result of a decrease in the amount of iron ore pellets shipped in the last month of the fiscal year ended January 31, 2014, as compared to the fiscal year ended January 31, 2013.

 

As described elsewhere in this Annual Report on Form 10-K, pricing estimates are adjusted on a quarterly basis as updated pricing information is received from Northshore.  It is possible that future negative price adjustments could offset, or even eliminate, royalties or royalty income that would otherwise be payable to the Trust in any particular quarter, or at year end, thereby potentially reducing cash available for distribution to the Trust’s Unitholders in future quarters.  See discussion under the heading “Risk Factors” beginning on page 3 of this Annual Report.

 

Unallocated Cash and U.S. Government Securities.   The Trust’s unallocated cash and U.S. government securities for unexpected losses increased by 1.6% to $957,185 as of January 31, 2014 from $942,526 as of January 31, 2013.  The increase in the Trust’s cash reserve by $14,659 resulted from the Trustee’s decision to add to the Trust’s cash reserve for unexpected losses.  The Trust’s current cash reserve as of January 31, 2014 is within the range the Trustees considered to be appropriate under the circumstances.

 

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Liquidity and Capital Resources

 

The Trust’s activities are limited to the collection of royalty income, payment of expenses and liabilities, distribution of net income to the Trust’s Unitholders and protection and conservation of Trust assets.  Distributions of net income to the Trust’s Unitholders are based on the amount of total royalty income after providing for the payment of expenses and, to the extent deemed prudent by the Trustees, reserving funds in the Unallocated Reserve to provide for potential fixed or contingent future liabilities, including potential future liabilities that cannot be accurately quantified.  See the discussion of the Trustees’ management of liquidity set forth under the heading “Unallocated Reserve” beginning on page 34 of this Annual Report.

 

The Trust’s primary short-term liquidity needs are related to the Trust’s distributions to its Unitholders following the Trust’s receipt of royalty payments from Northshore each calendar quarter.  After the Trust receives the royalty payments, the Trust’s current assets are invested in U.S. government securities, either through direct purchases of U.S. government securities or through investments in a money market fund that invests its assets in U.S. Treasury securities and securities guaranteed by the U.S. government, its agencies or instrumentalities, or the FDIC.  Due to the short-term duration and investment grade nature of these investments, the Trustees believe that the Trust’s current assets are adequate to meet the Trust’s currently foreseeable liquidity needs. As of January 31, 2015, the Trust held $8,717,943 in cash and cash equivalents of which $37,805 was invested in a money market fund that exclusively invests in obligations of the U.S. Treasury.  In February 2015, the Trust distributed $8,396,806 to Unitholders of record on January 30, 2015.

 

Off-Balance Sheet Arrangements

 

The Trust has no off-balance sheet arrangements.

 

Contractual Obligations

 

The Trust has no payment obligations under any long-term borrowings, capital lease, operating lease, or purchase agreement.

 

Critical Accounting Estimates

 

This “Trustees’ Discussion and Analysis of Financial Condition and Results of Operations” is based upon the Trust’s financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires the Trustees to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  These estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  The Trustees base their estimates and judgments on historical experience and on various other assumptions that the Trustees believe are reasonable under the circumstances.  However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.  Critical accounting policies are those that have meaningful impact on the reporting of the Trust’s financial condition and results of operations, and that require significant judgment and estimates.  For a complete description of the Trust’s significant accounting policies, please see Note 2 to the financial statements on pages F-9 through F-12.

 

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Revenue Recognition

 

Royalty income under the Amended Assignment Agreements with Northshore is recognized as it is earned. Under the Amended Assignment Agreements, royalties are earned upon shipment from Silver Bay, Minnesota, regardless of whether the actual sales proceeds for any shipment are received by Northshore.  The amount of base overriding royalties and royalty bonuses payable to the Trust are determined based on the volume of iron ore tonnage shipped from Silver Bay, Minnesota during each calendar quarter and the proceeds to Cliffs resulting from shipments by Cliffs to its customers in accordance with the iron ore pellet sales agreements between Cliffs and its customers.

 

The Trust’s royalty income includes accrued income receivable.  Accrued income receivable represents royalty income earned but not yet received by the Trust.   Accrued income receivable is calculated using estimated prices and includes (i) shipments during the last month of Mesabi Trust’s fiscal year, if any, and (ii) net positive adjustments (which may include the sum of positive and negative price adjustments) calculated using the pricing adjustment mechanisms in the iron ore pellet sales agreements between Cliffs and its customers that determine the final sales price of the shipments from Silver Bay, Minnesota.

 

Adjustments to royalty income may result from changes in final reconciliations of tonnage shipped by Northshore with the final amounts received from Cliffs’ customers.  Adjustments may also result from revisions to estimated prices previously used to record revenue for tonnage shipped.  Pricing decreases may give rise to negative price adjustments which may be applied against future royalty income recognized by the Trust and changes in iron ore pellet prices may have a significant impact on the revenue recognized by the Trust.

 

During the fourth quarter of fiscal 2014, negative price adjustments were recorded by Mesabi Trust and offset against accrued income receivable due to price adjustment mechanisms in the agreements between Cliffs and its customers that determine the final sales price of the shipments from Northshore with respect to certain shipments during calendar year 2013. During the fiscal year ended January 31, 2015, negative price adjustments were recorded by Mesabi Trust and offset against accrued income receivable due to price adjustment mechanisms in the agreements between Cliffs and its customers that determine the final sales price of the shipments from Northshore with respect to shipments during calendar year 2013.  As of January 31, 2015, the Trust recognized revenue related to approximately 702,400 tons of iron ore that were shipped by Northshore as of December 31, 2014, but for which Cliffs has indicated that final pricing was not yet known.  Pricing related to these shipments is expected to be finalized in the first quarter of calendar 2016.

 

Recent Developments

 

Northshore Production and Shipping Estimates .  Neither Cliffs nor Northshore has provided the Trust with an estimate of production or shipments of iron ore pellets or concentrate for the remainder of calendar year 2015.  Northshore has not advised the Trustees as to the percentage of iron ore products from Mesabi Trust Lands it anticipates shipping in calendar year 2015.  In its Form 10-K filed February 25, 2015, Cliffs reported that one of the four furnaces in the Northshore pellet plant became idled in January 2015 and is expected to remain idled throughout the year.  The Trustees are unable to predict what impact, if any, the idled furnace will have on production and shipments from Northshore or future royalties payable to the Trust. See also the description of the uncertainty of market conditions in the iron ore and steel industry under the heading “Risk Factors” above.

 

Mercury TMDL and Minnesota Taconite Mercury Reduction Strategy . TMDL (a regulatory term describing a value of the maximum amount of a pollutant that a body of water can receive while still meeting water quality standards under the Clean Water Act) regulations are contained in the Clean Water Act and as a

 

20



 

part of Minnesota’s Mercury TMDL Implementation Plan, in cooperation with the MPCA, the taconite industry developed a Taconite Mercury Reduction Strategy and signed a voluntary agreement to effectuate its terms. The strategy includes a 75 percent target reduction of mercury air emissions from Minnesota pellet plants collectively by 2025. For Cliffs, the requirements in the voluntary agreement do not apply to Northshore. Late in 2013, however, Minnesota published a draft mercury control rule that would require annual mercury emissions reporting and could require installation of mercury emission control equipment on all Cliffs’ Minnesota facilities including those of Northshore. On September 22, 2014, Minnesota promulgated the Mercury Air Emissions Reporting and Reduction Rule mandating mercury air emissions reporting and reduction. The adopted rule expanded applicability to all of Cliffs’ Minnesota operations and requires submitting a mercury reduction plan in 2018 to reduce mercury emissions from all of Cliffs’ Minnesota taconite furnaces by 72 percent by January 2025 and 70 percent reduction from Northshore’s industrial boilers by January 1, 2018. The adopted rule does not include all four Adaptive Management Criteria for evaluating mercury reduction, which were agreed upon in the October 2009 Minnesota’s Mercury TMDL Implementation Plan. According to Cliffs’ Form 10-K filed February 25, 2015, there is currently no proven technology to cost-effectively reduce mercury emissions from taconite furnaces to the target level of 72 percent that would meet all four Adaptive Management Criteria. Cliffs expressed its concerns about the technical and economic feasibility to reduce taconite mercury emissions by 72 percent and are conducting detailed engineering analysis to determine the impact of the regulations on each unique iron ore indurating furnace affected by this rule. The Trustees are unable to predict what impact, if any, the Mercury Air Emissions Reporting and Reduction Rule will have on production and shipments from Northshore or future royalties payable to the Trust.

 

Cross State Air Pollution Rule . In its Form 10-K filed February 24, 2015, Cliffs reported that on July 6, 2011, the US Environmental Protection Agency (the “EPA”) promulgated the Cross State Air Pollution Rule (the “CSAPR”), which was intended to be an emissions trading rule for SO2 and NOx. Northshore’s Silver Bay Power Plant would have been subject to this rule. CSAPR was vacated by the D.C. Circuit Court during the third quarter of 2012. Late in 2014, the Supreme Court re-instated CSAPR with an effective date of January 1, 2015, reinstating the obligations of this rule for Silver Bay Power. Immediate compliance obligations are being met at this time, with the material obligation being procurement of the first year of emissions allowances by March 2016 for the 2015 operating year. Silver Bay Power is completing the engineering and permitting work to install controls that will limit the cost exposure to the trading market. The allowance pricing market is continuing to fluctuate so price impacts are not yet certain, Cliffs anticipates the annual costs will be less than $1 million for 2015 and gradually decreasing to less than $400,000 per year after it completes its emission reduction project in 2017. The Trustees are unable to predict what impact, if any, the emission reductions will have on production and shipments from Northshore or future royalties payable to the Trust.

 

Securities Regulation .  The Trust is a publicly traded, pass-through royalty trust with its Trust Certificates listed on the New York Stock Exchange (“NYSE”) and is therefore subject to extensive regulation under, among others, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), each as amended, and the rules and regulations of the NYSE.  Issuers failing to comply with such authorities risk serious consequences, including criminal as well as civil and administrative penalties.  In most instances, these laws, rules and regulations do not specifically address their applicability to a publicly-traded pass-through royalty trust such as Mesabi Trust.  In particular, Sarbanes-Oxley mandated the adoption by the Securities and Exchange Commission and NYSE of certain rules and regulations that are impossible for the Trust to literally satisfy because of its nature as a pass-through trust.  Pursuant to NYSE rules, as a pass-through royalty trust, the Trust is exempt from many of the corporate governance requirements that apply to other publicly traded corporations.  The Trust does not have, nor does the Agreement of Trust provide for, a board of directors, an audit committee, a corporate governance committee, a compensation

 

21



 

committee or executive officers.  The Trustees closely monitor the Securities and Exchange Commission’s and NYSE’s rulemaking activities and will comply with their rules and regulations to the extent applicable.

 

Essar Litigation . As disclosed in Cliffs’ Form 10-K filed February 24, 2015, the Cleveland-Cliffs Iron Company, Northshore and Cliffs Mining Company (collectively, the “Cliffs Plaintiffs”) filed a complaint against Essar in the U.S. District Court for the Northern District of Ohio, Eastern Division, on January 12, 2015, asserting that Essar breached the Essar Sale Agreement by, among other things, failing to take delivery of and pay for its nominated ore in 2014, failing to make certain payments under a true up provision, and disclosing confidential information. The complaint also seeks a declaration that Essar is not entitled to receive certain credit payments under the terms of the Essar Sale Agreement. The Cliffs Plaintiffs seek damages in excess of $90 million. Essar filed an Answer and Counterclaim on February 11, 2015, seeking damages in excess of $160 million for various alleged breaches of the Essar Sale Agreement, including failure to deliver ore, overcharging for certain deliveries, failure to pay certain credit payments and disclosing confidential information. The Trustees are unable to predict what impact, if any, this litigation will have on production and shipments from Northshore or future royalties payable to the Trust.

 

Review of Unallocated Reserve. During recent periods, the Trustees had determined that the Unallocated Reserve should usually be within the range of $500,000 to $1,000,000. In April 2015, the Trustees determined that the Unallocated Reserve will no longer necessarily be within such range. Rather, each quarter, as authorized by the Agreement of Trust, the Trustees will evaluate all relevant factors including all costs, expenses, charges, obligations, and present and future liabilities (whether known or contingent) of the Trust in determining a prudent level of Unallocated Reserve in light of the unpredictable nature of the iron ore industry and current economic conditions.

 

Other Information .  Mesabi Trust has no employees.  Each year the Trust engages independent consultants to assist the Trustees in monitoring, among other things, the volume and sales prices of iron ore products shipped by Northshore from Silver Bay, Minnesota and in reviewing all records and calculations of the same each quarter.  As noted above, the information regarding volume and sales prices of shipped iron ore products is used to compute the royalties payable to Mesabi Trust by Northshore.  Deutsche Bank Trust Company Americas, the Corporate Trustee, also performs certain administrative functions for Mesabi Trust.

 

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TO THE HOLDERS OF
CERTIFICATES OF BENEFICIAL INTEREST IN
MESABI TRUST

 

THE TRUST ESTATE

 

The principal assets of Mesabi Trust consist of two different interests in certain properties in the Mesabi Iron Range: (i) Mesabi Trust’s interest as assignor in the Amended Assignment of Peters Lease and the Amended Assignment of Cloquet Lease, which together cover properties aggregating approximately 9,750 largely contiguous acres in St. Louis County, Minnesota (the “Peters Lease Lands” and the “Cloquet Lease Lands,” respectively), and (ii) Mesabi Trust’s ownership of the entire beneficial interest in the Mesabi Land Trust, which has a 20% interest as fee owner in the Peters Lease Lands and a 100% fee ownership in certain non-mineral-bearing lands adjacent to the Peters and Cloquet Lease Lands (the “Mesabi Lease Lands,” together with Mesabi Trust Lands, the “Trust Estate”).  The map below shows the approximate location of the Trust Estate.

 

 

o             The boxed area indicates the approximate location of Mesabi Trust’s Trust Estate (not drawn to scale), as defined above under the “Trust Estate,” which is a small part of the region known as the Mesabi Iron Range. Mesabi Trust does not own any property interests other than those in the Trust Estate

 

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Under the Amended Assignment Agreements, Northshore produces iron ore from Mesabi Trust Lands for the manufacture of iron ore products to be sold to various customers of Cliffs.  Mesabi Trust receives royalties on the crude ore extracted from such lands and the pellets produced from such crude ore, and in each case the royalties are based upon the volume of iron ore products shipped and the prices charged to Cliffs’ customers.

 

The largest component of the Trust Estate is the Peters Lease Lands.  The Peters Lease provides that the leasehold estate thereunder will continue until the reserves of iron ore, taconite and other minerals or materials on the land subject to the Peters Lease are exhausted.  The Amended Assignment of Peters Lease terminates when the Peters Lease terminates.  The Cloquet Lease, executed in 1916, provides that the leasehold estate thereunder will continue until the reserves of iron ore, taconite and other minerals or materials on the land subject to the Cloquet Lease are exhausted. The Amended Assignment of Cloquet Lease terminates when the Cloquet Lease terminates.  If Northshore decides to terminate or surrender either the Amended Assignment of Peters Lease or the Amended Assignment of Cloquet Lease, or both of them, it must first give Mesabi Trust at least six months’ notice of its intention to do so and, at Mesabi Trust’s request, reassign all of such leasehold interests to Mesabi Trust.  If any such reassignment occurs, Northshore must transfer the leasehold interests to Mesabi Trust free and clear of liens, except public highways.  In return, Mesabi Trust must assume Northshore’s future obligations as lessee under the reassigned leases. Upon termination of the lease under either the Amended Assignment of Peters Lease or the Amended Assignment of Cloquet Lease, or both of them, Northshore is obligated to remove within 90 days all engines, tools, machinery, railroad tracks and structures erected or placed by it, or under its direction, on the lands but may not remove or impair any supports placed in the mines, nor any timber or frameworks necessary to the use and maintenance of the shafts or other approaches to the mine.

 

The Peters Lease Lands and the Cloquet Lease Lands are located at the northeastern end of the Mesabi Iron Range and contain mineral deposits consisting of a highly metamorphosed sedimentary bed of banded magnetite in siliceous gangue, a form of low-grade iron ore known as taconite, approximately three tons of which must be beneficiated to produce one ton of high-grade pellets.  The Mesabi Lease Lands contain substantially no commercial ore deposits and have been used principally in connection with mining the taconite from other parts of the Trust Estate, such as the provision of an area for location of service roads, supporting plants and equipment and dump sites for overburden.

 

Because the Trust is not involved with the mining operations at Northshore, the Trust relies on the ore reserve estimates reported in Cliffs’ Form 10-K filed with the Securities and Exchange Commission each year.  In Cliffs’ most recent Form 10-K, as filed with the Securities and Exchange Commission, which was for the year ended December 31, 2013, the following information was provided by Cliffs regarding the estimated ore reserves at Northshore.  At Northshore, saleable product reserves decreased by 3.8 million tons.  Over the past five years, Northshore has produced between 3.2 million and 5.8 million tons of iron ore pellets annually.

 

U.S. Iron Ore Mineral Reserves

As of December 31, 2014

(In Millions of Long Tons)

 

 

 

 

 

Proven

 

Probable

 

Proven & Probable

 

Saleable Product(1), (2)

 

Previous Year

 

Property

 

Cliffs
Share

 

Tonnage

 

%
Grade

 

Tonnage

 

%
Grade

 

Tonnage

 

%
Grade(4)

 

Process
Recovery(3)

 

Tonnage

 

P&P Crude
Ore

 

Saleable
Product

 

Northshore

 

100

%

323.7

 

25.5

 

712.6

 

24.8

 

1,036.3

 

25.0

 

34

%

351.80

 

1,051.4

 

356.9

 

 


(1)                                   Saleable product is a standard pellet containing 60 to 66 percent Fe calculated from both proven and probable mineral reserves.

(2)                                   Saleable product is reported on a dry basis; shipped products typically contain 1 to 4 percent moisture.

 

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(3)                                   Process recovery includes all factors for converting crude ore tonnage to saleable product.

(4)                                   Cutoff grade was 19%.

 

According to Cliffs’ Form 10-K filed February 25, 2015, the iron ore prices utilized for reserve estimation are derived from 3-year trailing averages of benchmark prices adjusted to Cliffs’ realized price. The latest reserve estimate for Northshore was completed in 2012. In its Form 10-K for the year ended December 31, 2014, Cliffs reported that in preparing its 2014 reserve estimate at Northshore, Cliffs used the average international benchmark price of 62 percent Fe (CFR, China) for the three-year period 2011 to 2013, which was $145 per dry metric ton.

 

The Trustees engaged an independent geological consulting firm, Roscoe Postle Associates, Inc. (“RPA”), to confirm that the process used by Cliffs to estimate the ore reserves in the mine at Northshore is reasonable.  RPA delivered its report to the Trustees in April 2013.  In its report to the Trustees, RPA summarized its review and evaluation of Cliffs’ ore reserve estimation process which was performed by Cliffs in 2012.  RPA reported to the Trustees that the reserve estimation process used by Cliffs is reasonable and comports with the reporting requirements set forth in Securities Act Industry Guide 7.  Based on the report of RPA, at least 90% of the ore reserves in the mine at Northshore, as reported by Cliffs, is attributable to Mesabi Trust Lands.

 

HISTORY OF THE TRUST’S ACQUISITION OF THE TRUST ESTATE

 

Prior to the creation of Mesabi Trust and Mesabi Land Trust on July 18, 1961, Mesabi Iron Company (“MIC”), the Trust’s predecessor in interest, owned the interests in the Peters Lease Lands, Cloquet Lease Lands and Mesabi Lease Lands.  MIC obtained its interests as follows:

 

Peters Lease Lands . MIC owned a 20% interest in the fee ownership in the Peters Lease Lands.  Originally, the Peters Lease Lands were owned by East Mesaba Iron Company and Dunka River Iron Company which were wholly owned subsidiaries of Dunka-Mesaba Security Company (“Dunka-Mesaba”).  In August 1951, East Mesaba Iron Company and Dunka River Iron Company conveyed the Peters Lease Lands to their parent company, Dunka-Mesaba, which in turn conveyed to each of its stockholders an undivided interest in the Peters Lease Lands in proportion to each stockholder’s ownership in the parent company.  Accordingly, MIC, which had been the owner of 20% of the outstanding capital stock of Dunka-Mesaba, acquired a 20% undivided interest in the Peters Lease Lands and the right to receive a 20% fee royalty under the Peters Lease.

 

By an instrument dated October 1, 1917, as of April 30, 1915, East Mesaba and Dunka River leased their properties to Claude W. Peters.  This instrument, as modified by instruments dated February 3, 1921, July 17, 1939 and July 31, 1951, is known as the “Peters Lease.”  Claude W. Peters acquired the Peters Lease on behalf of MIC and an assignment of the Peters Lease from Claude W. Peters to MIC was recorded in 1919.  In 1939, MIC assigned the Peters Lease to Reserve Mining Company (“Reserve”) in consideration for which Reserve agreed to pay MIC a percentage of its net profits.  Later, these payments were changed to royalty payments.

 

Cloquet Lease Lands.   MIC held a leasehold interest in the Cloquet Lease Lands pursuant to the Indenture of Lease dated May 1, 1916.  In 1939, MIC assigned its interest in the Cloquet Lease as lessee to Reserve.

 

Mesabi Lease Lands.   MIC held a fee interest in the Mesabi Lease Lands, subject to earlier grants of mineral rights to other parties.  In 1939, MIC leased its interest in the Mesabi Lease Lands to Reserve (“Mesabi

 

25



 

Lease”).  One 40-acre parcel of the Mesabi Lease Lands was forfeited in the 1980s to the State of Minnesota and subsequently sold to the United States government, excluding the mineral rights granted to other parties. Further, another 40-acre parcel of the Mesabi Lease Lands, for which the Trust owns only surface rights, is currently being explored for non-ferrous deposits by the holder of the mineral rights to the parcel.  The Trustees do not believe that either parcel was ever involved in, or otherwise material to, Northshore’s mining operations.

 

Acquisition of Interests from MIC.   MIC had not engaged in actual mining operations since 1939, with all of its ownership of land in fee having been leased out and its leaseholds in land assigned to Reserve in exchange for royalty payments.  Because MIC’s activities in connection with the administration of its assets were limited to the collection of income, the payment of expenses and liabilities, the distribution of the net income and the protection and conservation of the assets held, in July 1961 its board of directors proposed, and its stockholders subsequently approved, to adopt a plan of complete liquidation as a result of which MIC’s assets were transferred to and administered by two trust entities.

 

To comply with the law of the State of Minnesota, which requires that a trust holding real property located in that state must be administered under Minnesota law, the Mesabi Land Trust was created under Minnesota law on July 18, 1961 pursuant to an Agreement of Trust of even date.  MIC transferred to the Mesabi Land Trust its 20% interest as fee owner in the Peters Lease Lands and its interest as 100% fee owner in the Mesabi Lease Lands and as lessor of the Mesabi Lease (subject to the reservation of mineral rights described above).

 

Also pursuant to an Agreement of Trust, the Mesabi Trust was created under New York law on July 18, 1961.  MIC transferred to the Mesabi Trust instruments assigning the Amended Assignment of Peters Lease and the Amended Assignment of Cloquet Lease (covering its interest as assignor of the entire leasehold interest in the Peters Lease Lands and the Cloquet Lease Lands), together with cash, marketable securities and other assets.  The Mesabi Trust also received all of the beneficial interest in the Mesabi Land Trust.

 

Reserve, the original lessee, operated the mine until it closed on July 31, 1986.  Cyprus Minerals Company (“Cyprus”) purchased substantially all of Reserve’s assets on August 17, 1989 and resumed operations as Cyprus NMC.  On September 30, 1994, Cliffs purchased all of Cyprus NMC’s capital stock from Cyprus.  Cliffs renamed the operation Northshore Mining Corporation.

 

Since the creation of Mesabi Land Trust and Mesabi Trust, although the mining operators have changed and the Peters Lease, the Cloquet Lease and the Mesabi Lease have been further amended and assigned, the Trust Estate has not changed beyond the forfeiture of one parcel of the Mesabi Lease Lands described above.

 

The diagram below illustrates the relationships of the various parties that own the lands and have interests in the lands the Trust has interests in:

 

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DESCRIPTION OF THE MINERAL PROPERTIES AND NORTHSHORE’S MINING OPERATIONS

 

Mine and Rock Formation .  The Trust Estate, including the ore mine, are located in northeastern Minnesota, approximately two miles south of Babbitt, Minnesota.  The ore mine on the Trust Estate is called the Peter Mitchell Mine, an open pit mine consisting of a 10-mile long segment of a host rock called the Biwabik Iron Formation, which is a very hard cherty rock containing magnetite as the ore mineral.  The Biwabik Iron Formation extends west and southwest for over 100 miles and constitutes the Mesabi Iron Range.  Recoverable iron grades range from 21% magnetic iron in the west end of the mine open pit to 26% magnetic iron in the central portion and east end.  The ore body dips south under the hanging wall called the Virginia Formation.  To date, the Mesabi Trust properties have been explored for their iron ore potential.  To the knowledge of the Mesabi Trustees, no other minerals have been explored on the Trust Estate.

 

Mining Properties .  As disclosed elsewhere in this Annual Report, Northshore, a wholly owned subsidiary of Cliffs, currently conducts the mining operation upon the Trust Estate.  The main entrance to the Northshore mine is accessed by means of a gravel road and is located off County Road 70.  Northshore’s processing facilities are located in Silver Bay, Minnesota, near Lake Superior, on U.S. Highway 61.  Each year, the Trustees visit the Northshore mine in Babbitt, Minnesota and the processing plant in Silver Bay, Minnesota.  During such visits, the Trustees inspect the condition of the mining properties as well as mining equipment and facilities.  Based on information provided to the Trustees during the most recent inspection trip in the third fiscal quarter of 2013, the mining properties and facilities at Northshore were in good operating condition.

 

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Northshore’s Operations .  Because Mesabi Trust is not involved in Northshore’s mining operations, the Trustees do not have detailed firsthand information relating to such operations or the equipment and facilities used by Northshore.  Therefore, the Trustees rely on information provided by Northshore personnel, disclosures by Cliffs in its periodic and current reports filed with the Securities and Exchange Commission and, to some extent, information provided in other reports published by independent organizations, such as Skillings Mining Review, in providing the information relating to Northshore’s mining operations, equipment and facilities.

 

·                   Mining and Railroad . Drilling at the Northshore mine is conducted with two P&H 120, one P&H 320XPC, one BE59R, and 1 CAT MD6750 rotary units with 16-inch diameter holes on 25-30 foot spacing and 12 1/4 inch diameter holes on 22 to 25-foot spacing.  The drilling is followed with blasts using a gassed sensitized emulsion which breaks an average of 700,000 to 1,200,000 tons of crude taconite.  After blasts, taconite is then removed by a loading fleet consisting of four P&H 2800 XPC electric rope shovels with 35 to 41-cubic yard buckets and one Letourneau L1850 loader with a 28 cubic yard bucket.  A haulage fleet of three 250-ton Terex Model 4400AC, three 250-ton Komatsu Model 830E, and three 200-ton Komatsu 730E production trucks carry crude taconite to the primary and secondary crushers located about two miles away.  At the crushers, taconite is emptied from the end-dump trucks into a 60 inch primary gyratory unit and four 30-inch by 70-inch secondary crushers for reduction to a nominal 4 inch size coarse ore.  The coarse ore is then fed into 90-ton capacity ore cars for transportation to Silver Bay via a 47-mile-long, single track railroad owned by Northshore.  Each train is pulled by three diesel electric locomotives.

 

·                   Concentrating and Pelletizing Process .  Upon arrival at the pelletizing facility in Silver Bay, the coarse taconite ore first passes through a fine crushing stage where it is reduced in size to approximately 0-3/4.” Non-magnetic material is rejected through a dry cobber magnetic separation stage and then rail-hauled seven miles to the Mile Post 7 disposal site. Magnetic material is fed into one of the seventeen active grinding lines.  Each line includes one 10-1/2-foot by 18-foot rod mill and two 10-1/2-foot by 18-foot (16-foot in west plant) ball mills.  The final grinding of the crude taconite is reduced to 90% minus 325 mesh.

 

During the concentrating process, ore concentrate is separated by a two-stage magnetic separation, which removes low grade tailings from the ore concentrate.  The tailings are pumped uphill to the Mile Post 7 disposal site.  The concentrate is then fed into hydro-separators followed by a final flotation upgrading accomplished with two 500 cubic foot flotation cells per grinding line.  Next, the concentrate proceeds to a central filtering facility of nine (9)-foot diameter vacuum filters, through which the moisture content in the concentrate is reduced and the final concentrate becomes ready for pelletizing.  The pelletizing process first feeds the ore concentrate, to which bentonite and starch has been added as a binder, into a balling drum 31 feet long and 9 feet in diameter.  The revolving action of the drum causes the concentrate to build up into green balls.  Next, the green balls with a target size of plus 0-1/4” and minus 0-1/2” in diameter are conveyed to one of four moving grates and enter into an accompanying high temperature furnace where they are heated to over 2,400°F and are hardened into the final pellet product.  From the four furnaces the pellets are conveyed to a dockside storage area with a 5-million ton storage capacity.  Northshore’s sheltered harbor at Silver Bay can handle lake-going vessels with capacities up to 55,000 tons.

 

·                   Capital Expenditures .  During calendar year 2014, Northshore continued to modernize and improve the operations at the Peter Mitchell Mine in Babbitt and Northshore’s pelletizing facility in Silver Bay, Minnesota.  Toward that end, Cliffs implemented the following capital expenditures:

 

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·                   Completed a Crusher Mantle Repair Building at the Fine Crusher.

 

·                   Finished year five of a five-year ore car rebuild program for the ore haul between the Peter Mitchell Mine and Northshore’s pelletizing facility.

 

·                   Continued investments in projects for safety (arc flash mitigation in the Fine Crusher and clamp and clear crusher assemblies also in the Fine Crusher) and environment (commissioned water treatment plant at the Northshore mine) to protect employees and improve water quality.

 

·          N orthshore Mine Safety and Health Administration Safety Data .  The operation of the Northshore mine is subject to regulation by MSHA under the FMSH Act. In its Form 10-K filed February 25, 2015, Cliffs reported that MSHA inspects its mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the FMSH Act.  In its Form 10-K, Cliffs provided information regarding certain mining safety and health citations which MSHA has issued with respect to Northshore’s mining operations. In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the mine, (ii) the number of citations issued will vary from inspector to inspector, and (iii) citations and orders can be contested and appealed, and in that process, are often reduced in severity and amount, and are sometimes dismissed.

 

Under the recently enacted Dodd-Frank Act, each operator of a coal or other mine is required to include certain mine safety results within its periodic reports filed with the SEC. As required by the reporting requirements included in §1503(a) of the Dodd-Frank Act, in its Form 10-K, Cliffs presented the following items regarding certain mining safety and health matters for the Northshore Mine.

 

(A)      The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the FMSH Act (30 U.S.C. 814) for which the operator received a citation from MSHA;

 

(B)      The total number of orders issued under section 104(b) of the FMSH Act (30 U.S.C. 814(b));

 

(C)      The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of the FMSH Act (30 U.S.C. 814(d));

 

(D)      The total number of imminent danger orders issued under section 107(a) of the FMSH Act (30 U.S.C. 817(a));

 

(E)       The total dollar value of proposed assessments from MSHA under the FMSH Act (30 U.S.C. 801 et seq.);

 

(F)        The total number of mining related fatalities;

 

(G)      Legal actions pending before Federal Mine Safety and Health Review Commission involving such coal or other mine as of the last day of the period ;

 

(H)     Legal actions initiated before the Federal Mine Safety and Health Review Commission involving such coal or other mine during the period; and

 

(I)          Legal actions resolved before the Federal Mine Safety and Health Review Commission involving such coal or other mine during the period.

 

29



 

In its most recent Form 10-K filed on February 25, 2015, Cliffs reported that the Northshore mine did not receive any flagrant violations under Section 110(b)(2) of the FMSH Act and no written notices of a pattern of violations, or the potential to have a pattern of such violations, under section 104(e) of the FMSH Act were received during the year ended December 31, 201 4 . In addition, according to Cliffs there were no mining-related fatalities at the Northshore mine during the same period.

 

Following is a summary of the information listed above with respect to Northshore for the year ended December 31, 2014.

 

 

 

 

 

Year ended December 31, 201 4

 

 

 

 

 

(A)

 

(B)

 

(C)

 

(D)

 

(E)

 

(F)

 

(G)

 

(H)

 

Mine Location

 

Operation

 

Section
104 S&S
Citations

 

Section
104(b)
Orders

 

Section
104(d)
Orders

 

Section
107(a)
Citations
&
Orders

 

Total Dollar
Value of MSHA
Proposed
Assessments $ (1)

 

Pending
Legal Action

 

Legal
actions
Initiated
During
Period

 

Legal
Actions
Resolved
During
Period

 

Northshore Plant

 

Iron Ore

 

20

 

 

 

 

382,952

 

17

(2)

5

 

1

 

Northshore Mine

 

Iron Ore

 

2

 

 

 

 

 

 

 

 


(1)                                      Amounts included under the heading “Total Dollar Value of MSHA Proposed Assessments” are the total dollar amounts for proposed assessments received from MSHA on or before December 31, 201 4 .

( 2 )                                     This number consists of 17 pending legal actions related to contests of proposed penalties referenced in Subpart C of FMSH Act’s procedural rules.

 

LEASEHOLD ROYALTIES

 

Northshore is obligated to pay to Mesabi Trust base overriding royalties and royalty bonuses on all pellets (and other iron ore products) produced from the Peters Lease Lands and the Cloquet Lease Lands (“Mesabi Ore”) and shipped from Silver Bay in each calendar year.  The royalties are based on prices per unit of product, volumes of product shipped and where on the escalating scale of royalties—2-1/2% on the first million long tons to 6% on shipments above four million long tons per calendar year—each shipment falls.

 

Base overriding royalties .   Base overriding royalties are calculated on the basis of an escalating scale of percentages of gross sales proceeds of iron ore shipped.  The applicable percentage is determined by reference to the tonnage of pellets (and other iron ore products) previously shipped in the then current calendar year, as follows:

 

Tons of iron ore products
shipped in calendar year

 

Applicable royalty
(expressed as a percentage
of gross sales proceeds
within each tranche)

 

 

 

 

 

one million or less

 

2-1/2%

 

more than one but not more than two million

 

3-1/2%

 

more than two but not more than three million

 

5%

 

more than three but not more than four million

 

5-1/2%

 

more than four million

 

6%

 

 

Royalty bonuses.   Royalty bonuses are payable on all iron ore products produced from Mesabi Ore shipped from Silver Bay during a calendar quarter and sold at prices above the Adjusted Threshold Price.  The Adjusted Threshold Price was $51.55 for calendar year 2013 and $52.31 for calendar year 2014, and will be $53.01 for calendar year 2015.  The Adjusted Threshold Price is subject to adjustment (but not below $30 per

 

30



 

ton) for inflation and deflation and is determined each year on the basis of the change in the Gross Domestic Product Implicit Price Deflator, a broad-based index of inflation and deflation published quarterly by the U.S. Department of Commerce.

 

The amount of royalty bonuses payable for any calendar quarter is calculated on the basis of an escalating scale of percentages of the gross sales proceeds to Northshore of pellets produced from Mesabi Ore that are sold at prices above the Adjusted Threshold Price.  The applicable percentage is determined by reference to the amount by which the sales prices for a particular quantity of pellets exceeds the Adjusted Threshold Price, as follows:

 

Amount by which sales price per ton
exceeds Adjusted Threshold Price

 

Applicable
Percentage

 

 

 

 

 

$2 or less

 

1/2 of 1%

 

more than $2 but not more than $4

 

1%

 

more than $4 but not more than $6

 

1-1/2%

 

more than $6 but not more than $8

 

2%

 

more than $8 but not more than $10

 

2-1/2%

 

more than $10

 

3%

 

 

Leasehold royalty example.   To illustrate the calculation of base overriding royalties and royalty bonuses, assume that no shipments of iron ore products were made during the first calendar quarter of 2015, and further assume that pellets were shipped from Silver Bay in the second and third calendar quarters of 2015 in the following tonnage quantities and rendering the following gross proceeds:

 

 

 

Tonnage

 

Sales Price per Ton

 

Gross Proceeds

 

2nd Quarter:

 

500,000

 

$

52

 

$

26,000,000

 

3rd Quarter:

 

500,000

 

$

54

 

$

27,000,000

 

 

 

1,000,000

 

$

56

 

$

56,000,000

 

 

 

1,000,000

 

$

58

 

$

58,000,000

 

 

 

1,000,000

 

$

62

 

$

62,000,000

 

 

 

1,500,000

 

$

64

 

$

96,000,000

 

 

In this example, the base overriding royalties payable in respect of the second and third calendar quarters of 2015 would be as follows:

 

2nd Quarter:

 

$26,000,000 x 2-1/2%

 

=

 

$

650,000

 

3rd Quarter:

 

$27,000,000 x 2-1/2%

 

=

 

$

675,000

 

 

 

$56,000,000 x 3-1/2%

 

=

 

$

1,960,000

 

 

 

$58,000,000 x 5%

 

=

 

$

2,900,000

 

 

 

$62,000,000 x 5-1/2%

 

=

 

$

3,410,000

 

 

 

$96,000,000 x 6%

 

=

 

$

5,760,000

 

 

Based on the same example, the base overriding royalty percentage applicable for all iron ore products shipped in the fourth calendar quarter of 2015 would be 6%, because more than four million tons were shipped during the first three quarters.

 

31



 

Further, the royalty bonuses payable in respect of the second and third calendar quarters of 2015 would be as follows (with reference to the Adjusted Threshold Price (“ATP”) of $53.01):

 

2nd Quarter:

 

$52.00/ton falls below ATP: no bonus payable

 

=

 

None

 

3rd Quarter:

 

$27,000,000 x 0.5%

 

=

 

$

135,000

 

 

 

$56,000,000 x 1.0%

 

=

 

$

560,000

 

 

 

$58,000,000 x 1.5%

 

=

 

$

870,000

 

 

 

$62,000,000 x 2.5%

 

=

 

$

1,550,000

 

 

 

$96,000,000 x 3.0%

 

=

 

$

2,880,000

 

 

The above figures are provided only to illustrate the method for calculating base overriding royalties and royalty bonuses and do not indicate the amount of base overriding royalties or royalty bonuses the Trustees expect Mesabi Trust to earn in calendar 2015 or any other calendar or fiscal year.  Accordingly, the foregoing example illustrating the calculation of base overriding royalties and royalty bonuses should not be considered a prediction of the amount of base overriding royalties or royalty bonuses Mesabi Trust will receive.

 

Bonuses on other ore.   Northshore also must pay base overriding royalties and royalty bonuses on pellets produced from lands other than Mesabi Trust Lands (“Other Ore”) to the extent necessary to assure payment of base overriding royalties and royalty bonuses on at least 90% of the first four million tons of pellets shipped from Silver Bay in each calendar year, at least 85% of the next two million tons of pellets shipped therefrom in each calendar year, and at least 25% of all tonnage of pellets shipped therefrom in each calendar year in excess of six million tons.  Base overriding royalties and royalty bonuses payable on Other Ore can be recouped by Northshore out of base overriding royalties and royalty bonuses paid on Mesabi Ore.  The amount of base overriding royalties and royalty bonuses on Other Ore that can be recouped on any payment date cannot, however, exceed 20% of the amount of Mesabi Ore royalties and royalty bonuses which are otherwise payable on that payment date.

 

Advance royalties.   Northshore is obligated to pay Mesabi Trust advance royalties in equal quarterly installments.  The advance royalty wa s $ 859,429 for calendar year 2013, $872,156 for calendar year 2014, and is $883,875 for calendar year 2015.  The amount of advance royalties payable is subject to adjustment (but not below $500,000 per annum) for inflation and deflation and is determined each year in the same manner as the Adjusted Threshold Price.  All payments of advance royalties are credited against payments of base overriding royalties and royalty bonuses payable on Mesabi Ore until fully recouped by Northshore.  The amount of advance royalties payable in respect of each calendar quarter constitutes the minimum overriding royalty amount payable by Northshore in respect of that calendar quarter.

 

Other leasehold royalty information.   Base overriding royalties and royalty bonuses are payable quarterly and accrue upon shipment, whether or not the actual sales proceeds for any shipment are received by Northshore.  The amount of base overriding royalties and royalty bonuses payable with respect to the first three quarters in any calendar year are determined on the basis of tonnage shipped during each such calendar quarter and the actual sales proceeds of such shipments, with an adjustment made to the royalties payable with respect to the last quarter in any calendar year to account for adjustments.

 

32



 

LAND TRUST AND FEE ROYALTIES

 

Mesabi Land Trust holds 20% interest as fee owner in the Peters Lease Lands and a 100% interest as fee owner in the Mesabi Lease Lands as lessor of the Mesabi Lease.  Mesabi Trust holds the entire beneficial interest in Mesabi Land Trust and is entitled to receive the net income of Mesabi Land Trust after payment of expenses.  Northshore is not obligated to pay royalties or rental to Mesabi Land Trust as fee owner of the non-mineral bearing Mesabi Lease Lands, a consideration having been paid in that respect at the inception of the Mesabi Lease.

 

Northshore is required to pay a base royalty to the fee owners in an amount which, at its option, is either (a) 11-2/3¢ per gross ton of crude ore it mines from the Peters Lease Lands, or (b) $0.0056 for each 1% of metallic iron ore natural contained in each gross ton of pellets it produces from the Peters Lease Lands and ships.  The base fee royalty rate is adjusted up or down each quarter (but not below the base royalty specified above) by adding or subtracting an amount to be determined by reference to changes in Lower Lake Mesabi Range pellet prices and the All Commodities Producer Price Index.  The adjustment factor is computed by multiplying the base fee royalty rate specified above by a percentage that is the sum of (a) one-half of the percentage change, if any, by which the then prevailing price per iron unit of Mesabi Range taconite pellets delivered by rail or vessel at Lower Lake Erie ports exceeds 80.5¢ (the price per iron unit in effect in January 1982), plus (b) one-half of the percentage change, if any, by which the All Commodities Producer Price Index exceeds 295.8 (the level of the Index for December 1981).  Fee royalties aggregating $672,736 with respect to crude ore mined by Northshore were earned by Mesabi Land Trust during the fiscal year ended January 31, 2015.

 

TRUST EXPENSES

 

Total Trust Expenses

 

Total Trust expenses for the fiscal year ended January 31, 2015 were $1,312,267, representing an increase of $323,403, or 35.6%, from the $ 988,864 of total Trust expenses in fiscal 2014. The increase in Trust expenses from fiscal 2014 to fiscal 2015 was due primarily to significant one-time costs related to the election and appointment of a new trustee during the fiscal year. These one-time costs are included in the Other Trust Expenses.

 

Total Trust expenses for the fiscal year ended January 31, 2014 were $988,864, representing an increase of $80,656, or 8.8%, from the $908,208 of total Trust expenses in fiscal 2013. The increase in Trust expenses from fiscal 2012 to fiscal 2013 was due primarily to an increase in legal expenses relating to the administration of the Trust.

 

Trust Legal Expenses

 

Mesabi Trust paid Oppenheimer Wolff & Donnelly LLP (“Oppenheimer”) $452,248 for legal services provided to the Trust during the fiscal year ended January 31, 2015.  Comparatively, Mesabi Trust paid Oppenheimer $ 306,564 and $ 214,629 for legal services provided to the Trust during fiscal years ended January 31, 2014 and January 31, 201 3 , respectively.

 

In each of the last three fiscal years, Oppenheimer represented the Trust and assisted the Trustees in the preparation and filing of the Trust’s current, periodic and annual reports with the Securities and Exchange Commission and related securities law compliance as well as in connection with the conduct of a special

 

33



 

meeting of Unitholders held in June 2014 in order to elect a new Trustee of Mesabi Trust to fill a vacancy.  Oppenheimer also advised the Trust on various other legal matters related to inquiries from third parties in the ordinary course of the Trust’s administration.  The total amount of Oppenheimer’s legal fees for services rendered during fiscal 2015 increased approximately $146,000, or 47.5% as compared to fiscal 2014.  The increase in legal fees in fiscal 2015, as compared to fiscal 2014, resulted primarily from additional legal fees for services related to the special unitholder meeting, proxy statement and additional filings with the SEC.

 

The total amount of Oppenheimer’s legal fees for services rendered during fiscal 2014 increased approximately $91,935, or 42.8% as compared to fiscal 2013.  The increase in legal fees in fiscal 2014, as compared to fiscal 2013, resulted primarily from the conduct of additional due diligence and review of agreements, vendor arrangements, real estate leases and lease amendments and additional regulatory compliance, including compliance with the Securities and Exchange Commission’s mandatory XBRL rules.

 

Total Trust expenses by category for fiscal 2015, 2014 and 201 3 are set forth in the table below.

 

 

 

Fiscal Year ended on January 31,

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Compensation of Trustees

 

$

223,390

 

$

213,373

 

$

248,624

 

Corporate Trustee’s Administrative Fees

 

62,500

 

62,500

 

62,500

 

Professional fees and expenses

 

 

 

 

 

 

 

Legal

 

452,248

 

306,564

 

214,629

 

Accounting

 

125,377

 

106,699

 

116,563

 

Mining consultant and field representatives

 

28,541

 

53,680

 

25,368

 

Insurance

 

120,109

 

121,724

 

120,843

 

Annual stock exchange fee

 

42,255

 

42,115

 

38,444

 

Transfer agent’s and registrar’s fees

 

9,603

 

8,081

 

8,381

 

Other Trust Expenses

 

248,244

 

74,128

 

72,856

 

 

 

$

1,312,267

 

$

988,864

 

$

908,208

 

 

UNALLOCATED RESERVE

 

The Trustees have historically determined that a portion of the Unallocated Reserve, usually within the range of $500,000 to $1,000,000, or such other amount as the Trustees may deem prudent, should be maintained as a cash reserve for unexpected losses. See “Recent Developments” — “ Review of Unallocated Reserve ” on page 22 of this Annual Report. The Trustees review the level of cash reserve on a quarterly basis. The actual amount of the Unallocated Reserve will fluctuate from time to time and may increase or decrease from its current level. Future distributions will be highly dependent upon royalty income as it is received, changes in estimated pricing, potential for future price adjustments and the level of Trust expenses.  Although the actual amount of the Unallocated Reserve will fluctuate from time to time and may increase or decrease from its current level, it is currently intended that future distributions will be highly dependent upon royalty income as it is received and the level of Trust expenses.  The amount of future royalty income available for distribution will be subject to the volume of iron ore product shipments and the dollar level of sales by Northshore.  Shipping activity is greatly reduced during the winter months and economic conditions, particularly those affecting the steel industry, may adversely affect the amount and timing of such future shipments and sales.  It is possible that future negative price adjustments could offset, or even eliminate, royalties or royalty income that would otherwise be payable to the Trust in any particular quarter, or at year end, thereby potentially reducing cash

 

34



 

available for distribution to the Trust’s Unitholders in future quarters.  See discussion under the heading “Risk Factors” beginning on page 3 of this Annual Report.

 

The Trustees will continue to monitor the economic circumstances of the Trust to strike a responsible balance between distributions to Unitholders and the need to maintain reserves at a prudent level, given the unpredictable nature of the iron ore industry, the Trust’s dependence on the actions of Cliffs and Northshore, and the fact that the Trust essentially has no other liquid assets.

 

CERTIFICATES OF BENEFICIAL INTEREST

 

The Mesabi Trust’s Certificates of Beneficial Interest are traded on the New York Stock Exchange.  Distributions declared to Unitholders during the fiscal year ended January 31, 2015 totaled $24,140,818 as compared to $21,254,417 during fiscal year ended January 31, 2014, and $34,046,426 during the fiscal year ended January 31, 2013.  The Trust paid Unitholders distributions of $1.840 per Unit for the fiscal year ended January 31, 2015, compared with distributions of $1.620 and $2.325 per Unit for the fiscal years ended January 31, 2014 and 2013, respectively.

 

During the past two fiscal years, the market ranges of the certificates for each quarterly period and the distributions declared for such quarterly periods were as follows:

 

Fiscal Quarter Ended

 

High

 

Low

 

Distribution
Declared

 

Distribution
Per Unit

 

April 30, 2014

 

$

22.62

 

$

18.76

 

$

 

$

 

July 31, 2014

 

$

20.49

 

$

18.50

 

4,198,403

 

0.32

 

October 31, 2014

 

$

21.93

 

$

17.81

 

11,545,609

 

0.88

 

January 31, 2015

 

$

19.80

 

$

16.06

 

8,396,806

 

0.64

 

 

 

 

 

 

 

$

24,140,818

 

$

1.840

 

 

Fiscal Quarter Ended

 

High

 

Low

 

Distribution
Declared

 

Distribution
Per Unit

 

April 30, 2013

 

$

24.87

 

$

20.26

 

$

1,049,601

 

$

0.08

 

July 31, 2013

 

$

21.39

 

$

17.07

 

6,035,205

 

0.46

 

October 31, 2013

 

$

23.50

 

$

17.95

 

6,691,205

 

0.51

 

January 31, 2014

 

$

24.84

 

$

20.02

 

7,478,406

 

0.57

 

 

 

 

 

 

 

$

21,254,417

 

$

1.620

 

 

As of the close of business on April 13, 2015, the beneficial interest in Mesabi Trust was represented by 13,120,010 Units registered in the names of approximately 948 registered holders, holding of record approximately 596,938 Units, and in the names of approximately 107 brokers, nominees, or fiduciaries holding of record approximately 12,523,072 Units.

 

35



 

THE TRUSTEES

 

The name and address of each Trustee and the principal occupation of each individual Trustee are as follows:

 

Name and Address of Trustee

 

Principal Occupation

 

 

 

Deutsche Bank Trust Company Americas
Corporate Trustee
60 Wall Street
27
th  Floor
New York, New York 10005

 

New York banking corporation

 

 

 

Robert C. Berglund
Individual Trustee
PO Box 351

Corona, New Mexico 88318

 

Retired mining engineer

 

 

 

James A. Ehrenberg
Individual Trustee
295 Kopp Drive
West St. Paul, Minnesota 55118

 

Until April 2005, Senior Vice
President, Corporate Trust Services,
U.S. Bank, N.A.

 

 

 

Richard G. Lareau
Individual Trustee
10201 Rosemont Ct.
Fort Myers, FL 33908

 

Retired Attorney

 

 

 

Michael P. Mlinar
Individual Trustee
444 West Anoka Street
Duluth, MN 55803

 

Retired mining engineer

 

 

 

New York, New York
April 
15 , 2015

 

Respectfully submitted,

 

DEUTSCHE BANK TRUST
COMPANY AMERICAS

 

ROBERT C. BERGLUND
JAMES A. EHRENBERG
RICHARD G. LAREAU
MICHAEL P. MLINAR

 

36



 

INDEX TO FINANCIAL STATEMENTS

 

Trustees’ Report on Internal Control over Financial Reporting

 

Page F-2

 

 

 

Report of Independent Registered Public Accounting Firm

 

Page F-3

 

 

 

Balance Sheets as of January 31, 2015 and 2014

 

Page F-5

 

 

 

Statements of Income for the years ended January 31, 2015, 2014, and 2013

 

Page F-6

 

 

 

Statements of Unallocated Reserve and Trust Corpus for the years ended January 31, 2015, 2014, and 201 3

 

Page F-7

 

 

 

Statements of Cash Flows for the years ended January 31, 2015, 2014, and 201 3

 

Page F-8

 

 

 

Notes to Financial Statements

 

Pages F-9 – F-15

 

F-1



 

TRUSTEES’ REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The Mesabi Trustees are responsible for establishing and maintaining adequate internal control over financial reporting for Mesabi Trust.  The Trust’s internal control system was designed to provide reasonable assurance to the Trustees regarding the preparation and fair presentation of published financial statements.

 

All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

The Mesabi Trustees assessed the effectiveness of the Trust’s internal control over financial reporting as of January 31, 2015.  In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (1992).  Based on their assessment, the Trustees believe that, as of January 31, 2015, the Trust’s internal control over financial reporting is effective, based on those criteria.

 

Baker Tilly Virchow Krause, LLP, the Trust’s independent registered public accounting firm, has issued an audit report on its assessment of the Trust’s internal control over financial reporting for the fiscal year ending January 31, 2015.  This report appears immediately below.

 

F-2



 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Trustees

Mesabi Trust

New York, New York

 

We have audited the accompanying balance sheets of Mesabi Trust as of January 31, 2015 and 2014, and the related statements of income, unallocated reserve and trust corpus, and cash flows for the years ended January 31, 2015, 2014 and 2013. We also have audited Mesabi Trust’s internal control over financial reporting as of January 31, 2015, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (1992 framework). These financial statements are the responsibility of the Trustees. Our responsibility is to express an opinion on these financial statements and an opinion on the Trust’s internal control over financial reporting based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Trustees, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

An organization’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. An organizations’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Trust; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the organization are being made only in accordance with authorizations of the organization; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the organization’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

F-3



 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mesabi Trust as of January 31, 2015 and 2014 and the results of its operations and cash flows for the years ended January 31, 2015, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, Mesabi Trust maintained, in all material respects, effective internal control over financial reporting as of January 31, 2015, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (1992 framework).

 

/s/ Baker Tilly Virchow Krause, LLP

 

 

Minneapolis, Minnesota

April 15, 2015

 

 

F-4



 

MESABI TRUST

BALANCE SHEETS

YEARS ENDED JANUARY 31, 201 5 AND 2014

 

 

 

2015

 

2014

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

$

8,717,943

 

$

7,719,963

 

U.S. GOVERNMENT SECURITIES, at amortized cost (which approximates market)

 

510,573

 

205,055

 

ACCRUED INCOME RECEIVABLE

 

558,385

 

63,253

 

PREPAID EXPENSE

 

54,957

 

54,950

 

CURRENT ASSETS

 

9,841,858

 

8,043,221

 

 

 

 

 

 

 

U.S. GOVERNMENT SECURITIES, at amortized cost (which approximates market)

 

255,759

 

510,573

 

 

 

 

 

 

 

FIXED PROPERTY, including intangibles, at nominal values

 

 

 

 

 

Assignments of leased property

 

 

 

 

 

Amended assignment of Peters Lease

 

1

 

1

 

Assignment of Cloquet Leases

 

1

 

1

 

Certificate of beneficial interest for 13,120,010 units of Land Trust

 

1

 

1

 

 

 

3

 

3

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

10,097,620

 

$

8,553,797

 

 

 

 

 

 

 

LIABILITIES, UNALLOCATED RESERVE AND TRUST CORPUS

 

 

 

 

 

 

 

 

 

 

 

DISTRIBUTION PAYABLE

 

$

8,396,806

 

$

7,478,406

 

ACCRUED EXPENSES

 

89,687

 

91,294

 

TOTAL LIABILITIES

 

8,486,493

 

7,569,700

 

 

 

 

 

 

 

UNALLOCATED RESERVE

 

1,611,124

 

984,094

 

 

 

 

 

 

 

TRUST CORPUS

 

3

 

3

 

 

 

 

 

 

 

TOTAL LIABILITIES, UNALLOCATED RESERVE AND TRUST CORPUS

 

$

10,097,620

 

$

8,553,797

 

 

See Notes to Financial Statements

 

F-5



 

MESABI TRUST

STATEMENTS OF INCOME

YEARS ENDED JANUARY 31, 201 5 , 201 4 , AND 201 3

 

 

 

2015

 

2014

 

2013

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

Royalties under amended lease agreements

 

$

25,398,310

 

$

21,497,563

 

$

30,767,335

 

Royalties under Peters Lease fee

 

672,736

 

545,028

 

794,146

 

Interest

 

9,069

 

2,562

 

1,464

 

 

 

 

 

 

 

 

 

Total revenues

 

26,080,115

 

22,045,153

 

31,562,945

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

Compensation of Trustees

 

223,390