MESABI TRUST Files Annual Report on Form 10-K for Fiscal Year Ended January 31, 2024

TL;DR

<b>Mesabi Trust has filed its 2024 10-K report detailing its operations for the fiscal year ending January 31, 2024.</b>

AI Summary

MESABI TRUST (MSB) filed a Annual Report (10-K) with the SEC on April 24, 2024. Mesabi Trust filed its annual report on Form 10-K for the fiscal year ended January 31, 2024. The filing covers the period from February 1, 2023, to January 31, 2024. The company's Standard Industrial Classification is MINERAL ROYALTY TRADERS [6795]. Mesabi Trust is incorporated in New York. The filing was submitted on April 24, 2024.

Why It Matters

For investors and stakeholders tracking MESABI TRUST, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Mesabi Trust's financial performance and operational activities for the past fiscal year, which is crucial for investors to assess the trust's current standing and future prospects. As a mineral royalty trader, understanding the specific details within this report, such as royalty income and any related contractual obligations, is essential for evaluating the trust's revenue streams and potential risks.

Risk Assessment

Risk Level: low — MESABI TRUST shows low risk based on this filing. The filing is a standard 10-K annual report, which typically contains routine financial and operational information without immediate red flags.

Analyst Insight

Review the detailed financial statements and operational disclosures within the 10-K to understand Mesabi Trust's performance and any potential impacts on royalty income.

Key Numbers

• 20240131 — Fiscal Year End (Fiscal year end date)
• 20240424 — Filing Date (Date the 10-K was filed)
• 6795 — SIC Code (Standard Industrial Classification code for Mineral Royalty Traders)

Key Players & Entities

• MESABI TRUST (company) — Filer name
• 20240131 (date) — Conformed period of report
• 20240424 (date) — Filed as of date
• 0000065172 (company) — Central Index Key
• 6795 (industry) — Standard Industrial Classification
• NY (location) — State of incorporation
• 10-K (document) — Form type
• 2122506519 (phone) — Business phone

FAQ

Industry Context

Mesabi Trust operates as a mineral royalty trader, deriving revenue from royalties on iron ore. The industry is characterized by its dependence on commodity prices and mining output.

Regulatory Implications

As a publicly traded entity, Mesabi Trust is subject to SEC regulations and reporting requirements, including the annual filing of Form 10-K.

What Investors Should Do

1. Analyze the financial statements for revenue trends and profitability.
2. Examine any disclosures related to mining operations and royalty agreements.
3. Assess the trust's overall financial health and risk factors presented in the report.

Key Dates

• 2024-01-31: Fiscal Year End — End of the reporting period for the 10-K
• 2024-04-24: Filing Date — Date the 10-K was officially submitted to the SEC

Year-Over-Year Comparison

This filing is the annual 10-K report for the fiscal year ended January 31, 2024, providing updated financial and operational data compared to previous filings.

Key Financial Figures

• $20,000 — ch individual Trustee receives at least $20,000 in annual compensation for services as
• $51,413 — Trustees received total compensation of $51,413 during fiscal 2024 . Under the Amendm
• $62,500 — ach year the Corporate Trustee receives $62,500 to cover clerical and administrative se
• $113,913 — vice fees. The Corporate Trustee earned $113,913 in cash compensation for the fiscal yea
• $4,381 — ee. The Corporate Trustee also received $4,381 for its services as registrar and trans
• $118,294 — cordingly, the Corporate Trustee earned $118,294 in total compensation for the fiscal ye

Filing Documents

• msb-20240131x10k.htm (10-K) — 410KB
• msb-20240131xex4dd.htm (EX-4.(D)) — 17KB
• msb-20240131xex10di.htm (EX-10.(I)) — 6KB
• msb-20240131xex13.htm (EX-13) — 1251KB
• msb-20240131xex31.htm (EX-31) — 18KB
• msb-20240131xex32.htm (EX-32) — 7KB
• msb-20240131xex97.htm (EX-97) — 44KB
• msb-20240131xex13001.jpg (GRAPHIC) — 51KB
• msb-20240131xex13003.jpg (GRAPHIC) — 38KB
• msb-20240131xex13006.jpg (GRAPHIC) — 3KB
• msb-20240131xex13007.jpg (GRAPHIC) — 4KB
• 0001558370-24-005598.txt (&nbsp;) — 4072KB
• msb-20240131.xsd (EX-101.SCH) — 30KB
• msb-20240131_cal.xml (EX-101.CAL) — 25KB
• msb-20240131_def.xml (EX-101.DEF) — 58KB
• msb-20240131_lab.xml (EX-101.LAB) — 202KB
• msb-20240131_pre.xml (EX-101.PRE) — 127KB
• msb-20240131x10k_htm.xml (XML) — 275KB

Business

Business 3 ITEM 1A.

Risk Factors

Risk Factors 3 ITEM 1B. Unresolved Staff Comments 3 ITEM 1C. Cybersecurity 3 ITEM 2.

Properties

Properties 4 ITEM 3

Legal Proceedings

Legal Proceedings 4 ITEM 4. Mine Safety Disclosures 4 PART II ITEM 5. Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities 5 ITEM 6. Reserved 5 ITEM 7. Trustees' Discussion and Analysis of Financial Condition and Results of Operations 5 ITEM 7A

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 5 ITEM 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 5 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 5 ITEM 9A.

Controls and Procedures

Controls and Procedures 5 ITEM 9B. Other Information 6 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 6 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 7 ITEM 11.

Executive Compensation

Executive Compensation 9 ITEM 12.

Security Ownership of Certain Beneficial Owners and Trustees and Related Unitholder Matters

Security Ownership of Certain Beneficial Owners and Trustees and Related Unitholder Matters 10 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 12 ITEM 14. Principal Accountant Fees and Services 13 PART IV ITEM 15. Exhibit and Financial Statement Schedules 14 ITEM 16. Form 10-K Summary 17

Signatures

Signatures 18 2 Table of Contents PART I

BUSINESS

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" in the Annual Report of the Trustees of Mesabi Trust for the fiscal year ended January 31, 2024, filed as Exhibit 13 to this Form 10-K (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. (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" in 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" of the Annual Report. The information under the heading "Selected Financial Data" in 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 is incorporated herein by reference.

RISK FACTORS

ITEM 1A. RISK FACTORS . The information under the heading "Risk Factors" in the Annual Report is incorporated by reference.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS . None.

CYBERSECURITY

ITEM 1C. CYBERSECURITY . Mesabi Trust does not have any directors, officers or employees. The Corporate Trustee is responsible for oversight of Mesabi Trust's risks from cybersecurity threats as it relates to financial record keeping, cash and investment management, administration and reporting. The Corporate Trustee also serves as registrar and transfer agent for the Trust. The Corporate Trustee has dedicated personnel responsible for assessing and managing Mesabi Trust's cyber risk management efforts, informing senior management of the Corporate Trustee regarding the prevention, detection, mitigation and remediation of cybersecurity incidents and supervising such efforts. The Corporate Trustee's information technology team has significant experience selecting, deploying and operating cybersecurity technologies, initiatives and processes and relies 3 Table of Contents on threat intelligence as well as other information obtained from governmental, public or private sources, including external consultants engaged by the Corporate Trustee to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. The Corporate Trustee works with leading firms in the cybersecurity industry, leveraging their technology and expertise to monitor and maintain the performance and effectiveness of products and services that are used by the Corporate Trustee. The Corporate Trustee maintains a cyber risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats, which processes are integrated into the Corporate Trustee's overall risk management process. The Corporate Trustee maintains robust cybersecurity protocols including, but not limited to technological capabilities that prevent and detect disruptions, computer workstations and programs protected with passwords and passphrases, as well as employee training throughout the year on financial regulations and cybersecurity followed up by testing of that kn

PROPERTIES

ITEM 2. PROPERTIES . The information under the heading "The Trust Estate," "Duration of the Trust Estate," "History of the Trust's Acquisition of the Trust Estate," and "Description of the Mineral Properties and Northshore's Mining Operations," in the Annual Report is incorporated herein by reference.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS . Commencement of Arbitration in October 2022 As previously announced, on October 14, 2022, Mesabi Trust initiated arbitration against Northshore Mining Company ("Northshore") and its parent company Cleveland-Cliffs Inc. ("Cliffs"), (jointly, the "Operator"), the lessee/operator of the leased lands. The arbitration proceeding was commenced with the American Arbitration Association ("AAA"). The Trust seeks an award of damages relating to the Operator's underpayment of royalties in 2020, 2021 and 2022 by virtue of the Operator's failure to use the highest price arm's length iron ore pellet sale from the preceding four quarters in pricing internal production during the fourth quarter of 2020 through 2022. The Trust also seeks declaratory relief related to the Trust's entitlement to certain documentation and to the time the Operator's royalty obligation accrues. During 2023, the parties appointed a three-member arbitration panel and engaged in discovery. The AAA evidentiary hearing took place in March 2024. Post-hearing briefs will be exchanged in May 2024, and post-hearing oral arguments, if any, will take place in June 2024.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES . Not applicable. 4 Table of Contents PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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" in the Annual Report is incorporated herein by reference.

TRUSTEES' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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" in the Annual Report is incorporated herein by reference.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . Not applicable.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE . During the last two fiscal years, Mesabi Trust has had no disagreements with its accountants on accounting and financial disclosure. As disclosed previously, on May 1, 2023, Baker Tilly US, LLP notified the Trustees of Mesabi Trust that it will not stand for re-appointment as the independent registered public accounting firm of Mesabi Trust. On June 21, 2023, Mesabi Trust engaged Boulay, PLLP as its independent registered public accountant to audit Mesabi Trust's financial statements.

CONTROLS AND PROCEDURES

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 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 and its wholly-owned subsidiary, 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 engages certified public accountants, geological consultants, engineering firms, 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. 5 Table of Contents 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 an

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION . Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications . During the three months ended January 31, 2024, n o n e of the Trustees adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of SEC Regulation S-K.

DISC LOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C. DISC LOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS . Not applicable. 6 Table of Contents PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . The Agreement of Trust dated July 18, 1961, as amended by the Amendment to the Agreement of Trust dated as of October 25, 1982 (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. We intend to disclose any a

EXECUTIVE COMPENSATION

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 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. 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 $51,413 during fiscal 2024 . Under the Amendment, the Corporate Trustee receives annual compensation for services as a Trustee 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

View Full Filing

View this 10-K filing on SEC EDGAR