Mesabi Trust(MSB) - 2023 Q2 - Quarterly Report

Forward-Looking Statements Forward-looking statements are based on information from the lessee/operator (Cliffs) and are inherently subject to known and unknown risks and uncertainties - Forward-looking statements are based on information from the lessee/operator (Cliffs) and are inherently subject to known and unknown risks and uncertainties[8] - Key risks include volatility of iron ore and steel prices, market supply and demand, competition, environmental hazards, and operational decisions by mine operators (e.g., curtailments or idling production lines)[8] - Substantial portions of royalties are based on estimated prices subject to interim and final adjustments, which can be positive or negative and may reduce cash available for distribution to Unitholders[8] PART I – FINANCIAL INFORMATION Item 1. Financial Statements. This section presents the unaudited condensed financial statements for Mesabi Trust, including the Statements of Operations, Balance Sheets, and Cash Flows for the periods ended July 31, 2022 and 2021, along with detailed notes explaining revenue recognition, investments, royalty disaggregation, and changes in financial position Condensed Statements of Operations Condensed Statements of Operations (Three Months Ended July 31) | Metric | 2022 (unaudited) | 2021 (unaudited) | Change (YoY) | | :---------------------- | :--------------- | :--------------- | :----------- | | Royalty income (loss) | $(4,401,049) | $27,744,036 | $(32,145,085) | | Interest | $34,238 | $179 | $34,059 | | Total revenues (loss) | $(4,366,811) | $27,744,215 | $(32,111,026) | | Expenses | $490,560 | $988,185 | $(497,625) | | Net income (loss) | $(4,857,371) | $26,756,030 | $(31,613,401) | | Net income (loss) per unit | $(0.3702) | $2.0393 | $(2.4095) | | Distributions declared per unit | $0.8400 | $0.0900 | $0.7500 | Condensed Statements of Operations (Six Months Ended July 31) | Metric | 2022 (unaudited) | 2021 (unaudited) | Change (YoY) | | :---------------------- | :--------------- | :--------------- | :----------- | | Royalty income (loss) | $9,794,440 | $37,146,203 | $(27,351,763) | | Interest | $34,997 | $663 | $34,334 | | Total revenues (loss) | $9,829,437 | $37,146,866 | $(27,317,429) | | Expenses | $1,091,623 | $1,816,966 | $(725,343) | | Net income (loss) | $8,737,814 | $35,329,900 | $(26,592,086) | | Net income (loss) per unit | $0.6660 | $2.6928 | $(2.0268) | | Distributions declared per unit | $1.8800 | $0.9800 | $0.9000 | Condensed Balance Sheets Condensed Balance Sheets (July 31, 2022 vs. January 31, 2022) | Asset/Liability | July 31, 2022 (unaudited) | January 31, 2022 | Change | | :------------------------------------------ | :------------------------ | :--------------- | :------- | | Cash and cash equivalents | $2,452,860 | $47,727,522 | $(45,274,662) | | U.S. Government securities, at amortized cost | $23,336,687 | — | $23,336,687 | | Accrued income receivable | $9,476 | $4,631,510 | $(4,622,034) | | Contract asset | — | $1,431,633 | $(1,431,633) | | Total assets | $26,098,511 | $53,913,213 | $(27,814,702) | | Distribution payable | $11,020,810 | $22,960,018 | $(11,939,208) | | Total liabilities | $11,231,565 | $23,118,461 | $(11,886,896) | | Unallocated reserve | $14,866,943 | $30,794,749 | $(15,927,806) | Condensed Statements of Cash Flows Condensed Statements of Cash Flows (Six Months Ended July 31) | Metric | 2022 (unaudited) | 2021 (unaudited) | Change (YoY) | | :-------------------------------- | :--------------- | :--------------- | :----------- | | Royalties received | $15,857,438 | $25,835,075 | $(9,977,637) | | Net cash from operating activities | $14,666,853 | $23,614,471 | $(8,947,618) | | Net cash from (used for) investing activities | $(23,336,687) | $9,906,669 | $(33,243,356) | | Distributions to unitholders | $(36,604,828) | $(17,712,014) | $(18,892,814) | | Net change in cash and cash equivalents | $(45,274,662) | $15,809,126 | $(61,083,788) | | Cash and cash equivalents, end of period | $2,452,860 | $28,310,067 | $(25,857,207) | Notes to Condensed Financial Statements Revenue Recognition - The Trust recognizes revenue in accordance with ASC 606, upon satisfaction of performance obligations and when consideration is determinable[21] - Following a 2021 arbitration, revenue for internal-use pellets is now recognized upon production, as Cliffs deems these 'shipped' under the royalty agreement[21] - Pellets not designated for internal use continue to be recognized as revenue upon shipment from Silver Bay, Minnesota[21] Investments - The Trust invests solely in U.S. Government Securities[22] - These securities are classified as held-to-maturity and stated at amortized cost, reflecting the Trust's intent and ability to hold them until maturity[22] Disaggregation of Revenues Disaggregation of Royalty Income (Three Months Ended July 31) | Royalty Type | 2022 | 2021 | Change (YoY) | | :---------------------- | :----------- | :----------- | :----------- | | Base overriding royalties | $(4,402,501) | $16,645,464 | $(21,047,965) | | Bonus royalties | $(10) | $10,910,823 | $(10,910,833) | | Fee royalties | $1,462 | $187,749 | $(186,287) | | Total royalty income (loss) | $(4,401,049) | $27,744,036 | $(32,145,085) | Disaggregation of Royalty Income (Six Months Ended July 31) | Royalty Type | 2022 | 2021 | Change (YoY) | | :---------------------- | :----------- | :----------- | :----------- | | Base overriding royalties | $3,829,720 | $22,284,617 | $(18,454,897) | | Bonus royalties | $5,722,317 | $14,483,164 | $(8,760,847) | | Fee royalties | $242,403 | $378,422 | $(136,019) | | Total royalty income | $9,794,440 | $37,146,203 | $(27,351,763) | Royalty Types and Recognition Base Overriding Royalties - Base overriding royalties are based on the greater of iron ore products mined from Trust Lands or a portion of all iron ore products shipped from any lands, with percentages increasing with cumulative tonnage[27] - The Trust estimates variable consideration for base overriding royalties using the expected value method, based on historical, current, and forecasted shipments[27] - Due to Cliffs' announced extended idling of Northshore operations through at least April 2023, the Trust reversed all variable consideration expected through the fiscal year, resulting in negative base overriding royalties for the current fiscal quarter[27] Bonus Royalties - Bonus royalties are recognized quarterly based on actual third-party shipments and deemed internal-use shipments, and anticipated prices from Cliffs' Customer Contracts[28] - These royalties are earned when iron ore products are sold at prices above a specific Adjusted Threshold Price[28] Fee Royalties - Fee royalties are based on the volume of crude ore mined on a quarterly basis[29] - Mesabi Trust receives the net income of the Mesabi Land Trust, which is generated from these royalties[16][29] Accrued Income Receivable Accrued Income Receivable | Date | Amount | | :--------------- | :----------- | | July 31, 2022 | $9,476 | | January 31, 2022 | $4,631,510 | Contract Asset and Contract Liability Net Contract Asset | Date | Amount | | :--------------- | :----------- | | July 31, 2022 | $0 | | January 31, 2022 | $1,431,633 | - The contract asset was $0 as of July 31, 2022, due to the constrained variable consideration for base overriding royalties, resulting from Northshore's idling[32] - Contract assets represent revenue recognized on base overriding royalties at estimated prices, to be collected later, and are not available for distribution to Unitholders until actually received[31] Unallocated Reserve and Trust Corpus Unallocated Reserve and Trust Corpus Reconciliation (Six Months Ended July 31, 2022) | Item | Unallocated Reserve | Trust Corpus | Total | | :-------------------------- | :------------------ | :----------- | :----------- | | Balances as of Jan 31, 2022 | $30,794,749 | $3 | $30,794,752 | | Net income | $8,737,814 | — | $8,737,814 | | Distributions declared | $(24,665,620) | — | $(24,665,620) | | Balances as of July 31, 2022 | $14,866,943 | $3 | $14,866,946 | Unallocated Reserve and Trust Corpus Reconciliation (Three Months Ended July 31, 2022) | Item | Unallocated Reserve | Trust Corpus | Total | | :-------------------------- | :------------------ | :----------- | :----------- | | Balances as of Apr 30, 2022 | $30,745,124 | $3 | $30,745,127 | | Net loss | $(4,857,371) | — | $(4,857,371) | | Distributions declared | $(11,020,810) | — | $(11,020,810) | | Balances as of July 31, 2022 | $14,866,943 | $3 | $14,866,946 | Unallocated Reserve and Trust Corpus Reconciliation (Six Months Ended July 31, 2021) | Item | Unallocated Reserve | Trust Corpus | Total | | :-------------------------- | :------------------ | :----------- | :----------- | | Balances as of Jan 31, 2021 | $16,477,046 | $3 | $16,477,049 | | Net income | $35,329,900 | — | $35,329,900 | | Distributions declared | $(12,857,610) | — | $(12,857,610) | | Balances as of July 31, 2021 | $38,949,336 | $3 | $38,949,339 | Distributions - Distributions are declared quarterly by the Trustees based on actual royalty payments received, Trust expenses, unallocated reserve levels, and economic conditions, not solely on accrued net income[37][72] - A distribution of $0.84 per unit was declared on July 15, 2022, for the fiscal quarter ended July 31, 2022, compared to $0.09 per unit in the prior year[14][37][71] - Total distributions declared for the six months ended July 31, 2022, were $1.88 per unit, up from $0.98 per unit in the prior year[14][71] Item 2. Trustees' Discussion and Analysis of Financial Condition and Results of Operations. This section provides a detailed discussion of Mesabi Trust's financial condition and operational results, emphasizing its nature as a pass-through royalty trust dependent on Northshore's mining activities, covering royalty types, pricing adjustments, financial performance, recent developments, and factors affecting the Trust Overview and Trust Structure - Mesabi Trust is a New York-organized trust prohibited from entering into or engaging in any business activities[43] - The Trustees' activities are limited to collecting income, paying expenses and liabilities, distributing net income, and protecting and conserving Trust assets[43] - The Trust has no employees and engages independent consultants to assist in monitoring volume, sales prices, and other information supplied by Northshore/Cliffs[44] Royalty Income Structure Base Overriding Royalties - Base overriding royalties constitute the majority of the Trust's royalty income, determined by both the volume and selling price of iron ore products shipped[46] - Royalty percentages range from 2.5% of gross proceeds for the first one million tons shipped annually to 6% for all iron ore products in excess of four million tons shipped annually[46][47] - The Trust receives royalties at the greater of (i) iron ore products mined from Trust Lands, and (ii) a portion of all iron ore products shipped from any lands (90% of first 4M tons, 85% of next 2M tons, 25% over 6M tons)[50] Royalty Bonuses - The Trust earns royalty bonuses when iron ore products shipped are sold at prices above an Adjusted Threshold Price[52] Adjusted Threshold Price for Royalty Bonuses | Calendar Year | Adjusted Threshold Price | | :------------ | :----------------------- | | 2021 | $58.58 per ton | | 2022 | $62.03 per ton | - The royalty bonus percentage ranges from 0.5% to 3% of gross proceeds, depending on how much the selling price exceeds the Adjusted Threshold Price[52] Fee Royalties - Fee royalties are a smaller component of the Trust's total royalty income, payable to the Mesabi Land Trust based on the volume of crude ore mined quarterly[52] - The fee royalty on crude ore is based on an agreed price per ton, subject to certain indexing[52] Minimum Advance Royalties - Northshore is obligated to pay a minimum advance royalty annually, adjusted for inflation, regardless of whether any shipment has occurred[52][90][123] Minimum Advance Royalty | Calendar Year | Amount | | :------------ | :----------- | | 2020 | $964,659 | | 2021 | $976,765 | | 2022 | $1,034,237 | - Minimum advance royalties are essentially prepayments recouped by credits against base overriding royalties and royalty bonuses earned later in the year[52][90][123] Iron Ore Pricing and Contract Adjustments - A portion of royalties is based on estimated prices for iron ore products sold under Cliffs' Customer Contracts, which are subject to interim and final pricing adjustments[51][53][101] - These adjustments depend on multiple price and inflation index factors, including Platts Prices, hot-rolled coil steel price, Atlantic Basin pellet premium, and specified producer price indices[53][82][101] - Such adjustments can be significant, positive or negative, and are unpredictable, potentially reducing cash available for distribution to Unitholders[51][83][102] Results of Operations Comparison Iron Ore Pellet Production and Shipments Pellet Production and Shipments from Trust Lands (Three Months Ended July 31) | Metric | 2022 (Tons) | 2021 (Tons) | Change (YoY) | | :---------------- | :---------- | :---------- | :----------- | | Pellets Produced | — | 1,157,588 | (1,157,588) | | Pellets Shipped | — | 1,446,876 | (1,446,876) | Pellet Production and Shipments from Trust Lands (Six Months Ended July 31) | Metric | 2022 (Tons) | 2021 (Tons) | Change (YoY) | | :---------------- | :---------- | :---------- | :----------- | | Pellets Produced | 906,952 | 2,286,971 | (1,380,019) | | Pellets Shipped | 906,952 | 1,994,580 | (1,087,628) | - The significant decrease in production and shipments is attributed to the ongoing idling of Northshore's facilities during the current period[58][59] Royalty Income Comparison Total Royalty Income (Three Months Ended July 31) | Royalty Type | 2022 | 2021 | Change (YoY) | | :---------------------- | :----------- | :----------- | :----------- | | Base overriding royalties | $(4,402,501) | $16,645,464 | $(21,047,965) | | Bonus royalties | $(10) | $10,910,823 | $(10,910,833) | | Fee royalties | $1,462 | $187,749 | $(186,287) | | Total royalty income (loss) | $(4,401,049) | $27,744,036 | $(32,145,085) | Total Royalty Income (Six Months Ended July 31) | Royalty Type | 2022 | 2021 | Change (YoY) | | :---------------------- | :----------- | :----------- | :----------- | | Base overriding royalties | $3,829,720 | $22,284,617 | $(18,454,897) | | Bonus royalties | $5,722,317 | $14,483,164 | $(8,760,847) | | Fee royalties | $242,403 | $378,422 | $(136,019) | | Total royalty income | $9,794,440 | $37,146,203 | $(27,351,763) | - The substantial decrease in total royalty income for both periods is primarily attributable to the idling of Northshore's facilities[61][65] Net Income, Expenses and Distributions Comparison Net Income and Expenses (Three Months Ended July 31) | Metric | 2022 | 2021 | Change (YoY) | | :---------------------- | :----------- | :----------- | :----------- | | Total revenues (loss) | $(4,366,811) | $27,744,215 | $(32,111,026) | | Expenses | $490,560 | $988,185 | $(497,625) | | Net income (loss) | $(4,857,371) | $26,756,030 | $(31,613,401) | Net Income and Expenses (Six Months Ended July 31) | Metric | 2022 | 2021 | Change (YoY) | | :---------------------- | :----------- | :----------- | :----------- | | Total revenues | $9,829,437 | $37,146,866 | $(27,317,429) | | Expenses | $1,091,623 | $1,816,966 | $(725,343) | | Net income | $8,737,814 | $35,329,900 | $(26,592,086) | - The decrease in net income for both periods is primarily due to the idling of Northshore's facilities[67][68] - Expenses decreased primarily due to lower legal fees related to an arbitration completed in the prior fiscal year[67][69] Unallocated Reserve Comparison Unallocated Reserve Comparison (July 31, 2022 vs. July 31, 2021) | Item | July 31, 2022 | July 31, 2021 | % Change (YoY) | | :---------------------------------- | :------------ | :------------ | :------------- | | Accrued Income Receivable | $9,476 | $12,634,653 | (99.9)% | | Unallocated Cash and U.S. Gov Securities | $14,768,737 | $27,129,266 | (45.6)% | | Unallocated Reserve | $14,866,943 | $38,949,336 | (61.8)% | Unallocated Reserve Comparison (July 31, 2022 vs. January 31, 2022) | Item | July 31, 2022 | January 31, 2022 | % Change | | :---------------------------------- | :------------ | :--------------- | :--------- | | Accrued Income Receivable | $9,476 | $4,631,510 | (99.8)% | | Contract Asset | — | $1,431,633 | (100.0)% | | Unallocated Cash and U.S. Gov Securities | $14,768,737 | $24,767,504 | (40.4)% | | Unallocated Reserve | $14,866,943 | $30,794,749 | (51.7)% | - The decrease in Unallocated Reserve is primarily due to lower royalties received and reduced accrued income receivable, both impacted by decreased shipments from Northshore's idling[73][75] Recent Developments Quarterly Royalty Report and Payment Quarterly Royalty Payment (Quarter Ended June 30, 2022) | Royalty Type | Amount | | :---------------- | :----------- | | Base royalty | $1,222,786 | | Bonus royalty | $1,048,102 | | Fee royalty | $44,106 | | Total royalty payments | $2,314,994 | Iron Ore Tons Shipped (Second Calendar Quarter) | Period | Tons Shipped | | :----- | :----------- | | Q2 2022 | 198,495 | | Q2 2021 | 1,393,902 | - Cliffs reported no third-party sales for the first and second calendar quarters of 2022[81] Cliffs' Idling Plan Extension - Cliffs announced on July 22, 2022, an extension of Northshore's idling until at least April 2023, stating that pellets from Northshore are not needed due to increased scrap use[85] - Cliffs had previously announced plans to shift DR-grade pellet production away from Northshore and make it a swing operation, idling it periodically[86][119] - Mesabi Trust was not notified in advance of these operational changes, and Cliffs has not requested or engaged in renegotiation of the 1989 royalty agreement[86][119] - The extended idling will result in a reduction or potential elimination of the Trust's royalty income and funds available for cash distribution to Unitholders[87][120] Mesabi Trust Distribution Announcement - On July 15, 2022, the Trustees declared a distribution of $0.84 per Unit of Beneficial Interest, payable on August 20, 2022[91] - The Trustees determined that sufficient cash reserves were available to make the distribution while also increasing the Trust's unallocated reserves to meet current and future expenses and liabilities, especially during Northshore's idling[92] - Factors influencing the reserve decision include Cliffs' plan to make Northshore a swing operation, potential volatility in the iron ore and steel industries, and national/global economic uncertainties[92] Mine Safety and Health Act Violation Decision - On August 22, 2022, the U.S. Court of Appeals for the Eighth Circuit ruled that Northshore Mining Company 'flagrantly' violated a federal mining safety law in 2016[93][130] - The violation involved miners working on a walkway with known repair issues, which resulted in a worker injury[93][130] - The Eighth Circuit remanded the case for reassessment of the penalty amount and ruled that two section managers were individually liable for the violation[94][131] Important Factors Affecting Mesabi Trust - Mesabi Trust is prohibited from engaging in any business and has no control over Northshore's operations, including production volumes, idling decisions, marketing, or capital expenditures[97][98] - The Trustees rely on information provided by Cliffs and Northshore, as well as independent experts (e.g., certified public accountants, geological consultants, attorneys) for monitoring and reporting[99][110][112] Effects of Securities Regulation - As a publicly traded pass-through royalty trust, Mesabi Trust is subject to extensive SEC and NYSE regulations[103] - Due to its unique structure, the Trust is exempt from many corporate governance requirements (e.g., no board of directors, audit committee, or executive officers) and cannot literally satisfy all rules[103] - The Trust monitors rulemaking activities and complies with applicable rules and regulations to the extent possible[103] Critical Accounting Policies and Estimates - The Trust's financial statements require estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses[105] - There have been no material changes in the Trust's critical accounting policies or significant accounting estimates during the three months ended July 31, 2022[106] Certain Tax Information - Mesabi Trust is a nontaxable grantor trust; all net taxable income is annually attributable directly to Unitholders for federal or state income tax purposes[107] - Unitholders report their pro rata share of Trust income and deductions on their tax returns, regardless of whether the income is distributed or retained by the Trust[107] Item 3. Quantitative and Qualitative Disclosures About Market Risk. This item is marked 'Not applicable' in the report, indicating that the Trust does not have quantitative and qualitative disclosures about market risk - The Trust states that quantitative and qualitative disclosures about market risk are not applicable[108] Item 4. Controls and Procedures. The Trust maintains disclosure controls and procedures, including reliance on information from Cliffs/Northshore and independent professionals, with these controls deemed effective as of July 31, 2022, and no material changes to internal control over financial reporting occurred - The Trust maintains disclosure controls and procedures to ensure timely and accurate reporting, relying on information from Cliffs/Northshore and independent professionals (CPAs, geological consultants, attorneys)[109][110][111] - Trustees rely on quarterly shipment and royalty calculations, annual certifications from Northshore/Cliffs, and reviews by the Trust's accountants and geological consultants (Eveleth Fee Office)[112] - As of July 31, 2022, the Trust's disclosure controls and procedures were concluded to be effective[113] - No material changes in internal control over financial reporting occurred, and Trustees have no authority over Northshore's or Cliffs' internal controls[114] PART II - OTHER INFORMATION Item 1. Legal Proceedings The report states that there are no legal proceedings to disclose under this item - There are no legal proceedings to report[116] Item 1A. Risk Factors This section supplements previous risk factors, specifically highlighting the material adverse effect of Cliffs' announced extension of Northshore's idling until at least April 2023, which is expected to reduce or eliminate royalty income and distributions - Cliffs' extended idling of Northshore operations until at least April 2023 will reduce or potentially eliminate royalty income and funds available for distribution to unitholders[118][120] - Cliffs' operational decisions (e.g., shifting DR-grade pellet production, idling Northshore) were made without prior notification to Mesabi Trust, and Cliffs has not engaged in renegotiating the 1989 royalty agreement[119] - The idling could have a material adverse effect on future royalty revenue, reduce cash distributions, and negatively impact the market price and NYSE listing of the Trust's Units[125] - The royalty agreement includes a minimum advance royalty obligation for Northshore, which was $1,034,237 for calendar year 2022[123] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The report states that there are no unregistered sales of equity securities or use of proceeds to disclose - There are no unregistered sales of equity securities or use of proceeds to report[126] Item 3. Defaults upon Senior Securities The report states that there are no defaults upon senior securities to disclose - There are no defaults upon senior securities to report[127] Item 4. Mine Safety Disclosures The report states that there are no mine safety disclosures to report under this item - There are no mine safety disclosures to report[128] Item 5. Other Information This section includes information on Mine Safety and Health Administration (MSHA) safety data and reiterates the U.S. Circuit Court of Appeals decision regarding Northshore Mining Company's 'flagrant' violation of a federal mining safety law in 2016 - Cliffs reports Mine Safety and Health Administration (MSHA) safety data in its own SEC filings[129] - The U.S. Court of Appeals for the Eighth Circuit ruled on August 22, 2022, that Northshore Mining Company 'flagrantly' violated a federal mining safety law in 2016, leading to a worker injury[130] - Two section managers were found individually liable for the mine safety violation[131] Item 6. Exhibits. This item lists the exhibits filed or furnished with the Quarterly Report on Form 10-Q, including certifications, a review report from Baker Tilly US, LLP, and XBRL documents - The report includes certifications (Rule 13a-14, 18 U.S.C. Section 1350), a review report from Baker Tilly US, LLP, and Inline XBRL documents as exhibits[132] SIGNATURES - The report was signed on behalf of Mesabi Trust by Deutsche Bank Trust Company Americas, Corporate Trustee, by Chris Niesz, Vice President, on September 13, 2022[135] - Mesabi Trust has no principal executive officers or principal financial officers[135]