1
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission file number 0-10810
KIEWIT ROYALTY TRUST
(Exact name of registrant as specified in its charter)
Nebraska 47-6131402
---------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Trust Division
U. S. Bank National Association
1700 Farnam Street
Omaha, Nebraska 68102
-------------------------------------
(Address of principal executive offices)
(402) 348-6000
-------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
--------------------
Securities registered pursuant to Section 12(g) of the Act: Units of Beneficial Interest
----------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required 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 report(s)), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
--- ---
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 statement incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes X . No .
--- ---
There currently is no market for the Units of Beneficial
Interest of the registrant held by nonaffiliates of the registrant. Therefore,
the aggregate market value of the Units is not available.
As of March 30, 2001, there were 12,633,432 Units of Beneficial
Interest of the registrant outstanding.
2
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business.................................................................................... 1
(a) General Development of Business......................................................... 1
(b) Financial Information about Industry Segments........................................... 2
(c) Narrative Description of Business....................................................... 2
(d) Financial Information about Operations.................................................. 3
Item 2. Properties.................................................................................. 3
(a) Producing Leases........................................................................ 5
(b) Non-Producing Leases.....................................................................9
Item 3. Legal Proceedings............................................................................9
Item 4. Submission of Matters to a Vote of Security
Holders................................................................................9
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters...........................................................10
(a) Market Information......................................................................10
(b) Holders.................................................................................10
(c) Dividends...............................................................................10
Item 6. Selected Financial Data.....................................................................12
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.........................................12
(a) Decker Mine ..........................................................................13
(b) Black Butte Mine......................................................................13
(c) Spring Creek Mine.....................................................................13
(d) Big Horn Mine.........................................................................13
(e) Trust Expenses........................................................................14
i
3
Item 7A. Quantitative and Qualitative Disclosures about Material Risks...............................14
Item 8. Financial Statements and Supplementary Data.................................................14
(a) Financial Statements....................................................................14
(b) Supplementary Data......................................................................22
Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure..................................................22
PART III
Item 10. Directors and Executive Officers of the
Registrant............................................................................22
Item 11. Executive Compensation......................................................................22
Item 12. Security Ownership of Certain Beneficial
Owners and Management.................................................................22
(a) Security Ownership of Certain Beneficial Owners.........................................22
(b) Security Ownership of Management........................................................22
(c) Changes in Control......................................................................22
Item 13. Certain Relationships and Related Transactions..............................................23
(a) Transactions with Management and Others.................................................23
(b) Certain Business Relationships..........................................................23
(c) Indebtedness of Management..............................................................23
(d) Transactions with Promoters.............................................................23
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K...................................................................23
(a) Financial Statements....................................................................23
(b) Reports on Form 8-K.....................................................................23
(c) Exhibits................................................................................23
Signatures...................................................................................25
ii
4
PART I
Item 1. BUSINESS.
(a) GENERAL DEVELOPMENT OF BUSINESS. Kiewit Royalty Trust
(the "Trust") is a trust organized under the laws of the State of Nebraska. The
Trust was created under a Trust Indenture dated May 17, 1982, which
subsequently was amended as of June 9, 1982, June 23, 1982, and by a court
order dated September 23, 1994. A copy of the Trust Indenture is attached to
the Form 10 filed by the Trust on December 23, 1982, and is incorporated
herein by reference. A copy of the Order of the County Court of Douglas
County, Nebraska, dated September 23, 1994, amending the Trust Indenture is
attached to the Form 10-Q filed by the Trust on November 14, 1994, and is
incorporated herein by reference.
The Trust was created by Level 3 Communications, Inc., a
Delaware corporation, formerly Peter Kiewit Sons', Inc. (hereinafter referred
to as "Level 3"). It was organized to provide an efficient, orderly and
practical means for the administration of income received from certain royalty
and overriding royalty interests(1) in certain coal leases. The royalty and
overriding royalty interests that the Trust owns were conveyed to the Trust by
Level 3 effective June 28, 1982, pursuant to conveyance documents that gave
the Trust legal title to the property interests conveyed. Ownership interests
in the Trust are represented by 12,633,432 units of beneficial interest
(hereinafter referred to as "Units"). On June 23, 1982, the Units were
distributed pro rata to holders of Level 3's Class B and Class C common stock,
as of June 10, 1982. Such shareholders were citizens of the United States of
America.
The Trust has no active plan of business operation and is a
purely ministerial trust. The Trust Indenture currently provides that all
available income, after paying or making provisions for liabilities and
obligations, is to be distributed to holders of Units (hereinafter referred to
as "Unit Holders") during the months of January, April, July, and October of
each year. The trustee of the Trust is U.S. Bank National Association, Omaha,
Nebraska, which is a wholly owned subsidiary of U.S. Bancorp, a registered
bank holding company.
- ------------------------
* When the owner of mineral rights executes a lease entitling the lessee to
develop, mine, and sell the minerals, the lessee takes an "operating interest"
and the owner may retain a "royalty interest." A royalty interest is a right
to receive a specified amount per ton or a specified portion of the value of
the total production of the property, free of the expense of development and
operation. An "overriding royalty interest," which is similar to a royalty
interest, is sometimes retained by the lessee of the mineral rights upon the
lessee's assignment of the lease. Payment of an overriding royalty is
generally subject to payment of the royalty.
1
5
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. The Trust
receives its income from only one industry segment. Financial information for
that industry segment appears in Item 8, below.
(c) NARRATIVE DESCRIPTION OF BUSINESS. The Trust owns three
(3) royalty interests and sixteen (16) overriding royalty interests relating to
leases in four coal mining areas in Montana and Wyoming. The royalty and
overriding royalty interests transferred to the Trust previously had been owned
by various wholly owned Level 3 subsidiaries, and by Montana Royalty Company,
Ltd., a partnership among three wholly owned Level 3 subsidiaries and Resource
Development Co., Inc., a Washington state corporation.
The Trust is administered by officers and employees of the
Trustee, but there are no specific persons employed by the Trustee having the
full-time duty of administering the Trust. Under the Trust Indenture, the basic
function of the Trustee is to collect income from the Trust's properties, to pay
out of the Trust's income and assets all expenses, charges, and obligations, and
to pay remaining cash to Unit Holders on a quarterly basis. The Trustee also is
obligated to make annual financial reports to Unit Holders, to file all
fiduciary income tax returns, and to prepare, execute, and deliver certificates
of beneficial interest to the Unit Holders. The Trustee is obligated, subject to
the terms of the Trust Indenture, to use its best judgment in good faith in all
matters relating to the Trust and Trust properties.
The Trustee is authorized and required to use the money it
receives to pay all liabilities of the Trust, including but not limited to all
services as Trustee, and the compensation of geologists, engineers, accountants,
attorneys, or the professional expert persons that the Trustee may, in its
discretion, employ in the administration of the Trust. With respect to any
liability that is contingent or uncertain in amount or that otherwise is not
currently due, the Trustee has the discretion to establish cash reserves for the
payment thereof.
All available net income of the Trust will be distributed pro
rata on a quarterly basis to Unit Holders. During any period between
distributions to Unit Holders, the Trustee may invest any cash being held as a
reserve for liabilities or for distribution in (i) time deposits of the Trustee
Bank; (ii) any open-ended management type investment company or investment trust
registered pursuant to the Investment Company Act of 1940 (provided that such
investment matures on or before the next succeeding distribution date and is
held until maturity); or (iii) trust-quality fixed net asset money market funds
that have total assets of $100,000,000 or more and consist
2
6
solely of direct obligations of the U.S. Government and/or next-business day
repurchase agreements fully collateralized by direct obligations of the U.S.
Government.
The Trust Indenture grants to the Trustee only such rights and
powers as are necessary to achieve the purposes of the Trust. The Trust
Indenture prohibits the Trustee from entering into or engaging in any business
or commercial activity of any kind or from using any portion of the assets of
the Trust to acquire any coal lease, royalty, or mineral interest. The Trustee
may sell Trust properties only as authorized by a vote of a majority-in-interest
of Unit Holders, except that the Trustee may sell Trust properties upon the
termination of the Trust without a vote of Unit Holders. Any sale of Trust
properties must be for cash, and the Trustee is obligated to distribute the
available net proceeds of any such sale pro rata to Unit Holders.
The Trust is irrevocable, but it may be terminated by (i) three
successive fiscal years in which net revenue is less than $1,000,000 per year;
(ii) a vote in favor of termination by a majority-in-interest of Unit Holders;
or (iii) operation of the provisions of the Trust Indenture intended to permit
the Trust to comply with the rule against perpetuities. Upon the termination of
the Trust, the Trustee will continue to act in such capacity until all assets of
the Trust are distributed. The Trustee will sell all Trust properties for cash
in one or more sales and, after satisfying all expenses, claims and liabilities
and establishing adequate reserves, if necessary, for the payment of contingent
liabilities, will distribute the remaining proceeds of such sales according to
the respective interests and rights of Unit Holders.
(d) FINANCIAL INFORMATION ABOUT OPERATIONS. During 2000, the
Trust received gross royalty income of $5,157,829 for distribution to Unit
Holders. See Item 8, below.
Item 2. PROPERTIES.
The Trust's properties consist of royalty and overriding royalty
interests in nineteen (19) coal leases in four mining areas located in the
States of Montana and Wyoming. All of these royalty and overriding royalty
interests were transferred to the Trust, as described in Item 1, above, by Level
3 and are subject to the provisions of the coal lease agreements under which
they were created.
The royalty and overriding royalty interests transferred to the
Trust provide for the payment of either a specified amount per ton of coal
produced, or a fixed percentage of the value or price with respect to the coal
produced under the leases relating to these interests. The terms of these
royalty and overriding royalty interests
3
7
vary considerably, as does the acreage covered by the underlying coal leases,
the total recoverable reserves on such leases, and the recoverable reserves to
be mined under current contracts.
The remaining periods of the underlying coal leases as of
December 31, 2000, including optional renewal periods, are such that, given the
productive capacity of the mines that are the subjects of the leases, the full
estimated total recoverable reserves could be extracted. However, it does not
appear likely that the estimated total recoverable reserves will in fact be
extracted. See "Properties -- Producing Leases -- Revised Production Estimates"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations," below. Failure to extract the total recoverable reserves or failure
to sell any portion of the coal extracted could adversely affect the royalties
payable to the Trust.
The following chart sets forth the actual total amount of coal
production (including production under leases in which the Trust has no royalty
or overriding royalty interests) of the four mines to which the coal leases
pertain:
-- Tons of Coal Produced --
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Decker Mine 9,932,166 10,878,069 10,475,407 11,873,448 10,990,492
Black Butte Mine 3,367,585 2,928,393 2,667,718 1,928,894 1,838,293
Big Horn Mine 20,980 76,401 65,911 44,202 15,549
Spring Creek Mine 11,302,150 10,995,516 11,312,935 8,306,306 9,015,000
---------- ---------- ---------- --------- ---------
Total 24,622,881 24,878,379 24,521,971 22,152,850 21,859,334
========== ========== ========== ========== ==========
Set forth below is a summary by mine area of pertinent
information as of December 31, 2000, about each of the producing leases in which
the Trust has either royalty or overriding royalty interests.
4
8
(a) PRODUCING LEASES.
(i) DECKER MINE. Decker Coal Company ("Decker") operates this
mine, which is located in Big Horn County, Montana, approximately 20 miles north
of Sheridan, Wyoming. Decker is a joint venture between KCP Inc.*/ (a wholly
owned subsidiary of Level 3 Communications Inc. ) and Western Minerals, Inc. (a
wholly owned subsidiary of NERCO, Inc.). Each joint venturer owns a fifty
percent (50%) interest in the joint venture. The Decker Mine in its entirety
includes approximately 18,118 acres and has an annual productive capacity of
12,000,000 tons.
The Trust owns overriding royalty interests in six (6) productive
leases at the Decker Mine. The terms of the Trust's overriding royalty interests
and the estimated total recoverable reserves of each lease are set forth in the
table below, of which the accompanying notes are an integral part:
Estimated
Terms of Total Recover-
Overriding able Reserves
Lease Lessor Royalties (in tons)
- ----- ------ --------- ---------------
M-073093 United States 5 cents per ton**/ 109,900,000
M-061685 United States 10 cents per ton**/ 19,700,000
M-057934 United States 10 cents per ton**/ 28,100,000
C-1085-93 Montana 10 cents per ton***/ 6,600,000
C-1087-95 Montana 5 cents per ton***/ 8,800,000
C-1090-96 Montana 5 cents per ton***/ - 0 -
--------------
Total Estimated Recoverable Reserves 173,100,000
- --------------------------
*/ Kiewit Coal Properties Inc.'s name was changed to KCP Inc. on March 25,
1998.
**/ The Trust has an undivided one-half interest in a second overriding
royalty pertaining to this lease. By the terms of the assignment by which it
was created, this second overriding royalty, when added to all other
overriding royalties pertaining to the lease, may not exceed fifty percent
(50%) of the royalty payable to the lessor under the lease.
***/ The Trust has an undivided one-half interest in a second overriding
royalty pertaining to this lease. By the terms of the assignment by which it
was created, this second overriding royalty, when added to all other
overriding royalties pertaining to the lease, may not exceed fifty percent
(50%) of the royalty payable to the lessor under the lease.
5
9
(ii) BLACK BUTTE MINE. Black Butte Coal Company ("Black Butte")
operates this mine in Sweetwater County, approximately 35 miles east of Rock
Springs, Wyoming. Black Butte is a joint venture between KCP Inc. and Bitter
Creek Coal Company (a wholly owned subsidiary of Union Pacific Resources Group
Inc.). The Black Butte Mine in its entirety includes approximately 58,427 acres
and has an annual productive capacity of 4,500,000 tons.
The Trust owns overriding royalty interests in two (2) productive
leases at the Black Butte Mine. The terms of the Trust's overriding royalty
interests and the estimated total recoverable reserves of each lease are set
forth in the table below, of which the accompanying note is an integral part:
Estimated
Terms of Total Recover-
Overriding able reserves
Lease Lessor Royalties (in tons)
- ----- ------ ---------- ------------------
W-6266 United States 50% of the 2,680,000
royalty
payable to
the lessor
0-27475 Wyoming 3% of the
gross output 4,250,000
---------
Total Estimated Recoverable Reserves 6,930,000
=========
The Trust's overriding royalty from lease number W-6266 is
further limited to the difference between a specified amount per ton and the
royalty per ton payable to the lessor. */
- ----------------------
*/ Total remaining reserves on lease W-6266 are 21,930,000 tons. However, due
to a renegotiation provision regarding the royalty payable under the lease and
the cap on the amount of the overriding royalty, the Trust no longer receives
an overriding royalty on coal produced after March 31, 1996. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
6
10
(iii) BIG HORN MINE. Big Horn Coal Company ("Big Horn") has operated
this mine, which is located approximately 5 miles north of Sheridan, Wyoming, in
Sheridan County. Big Horn is a wholly owned subsidiary of KCP Inc.
The terms of the Trust's royalty interests and the estimated
total recoverable reserves of each lease are set forth in the table below, of
which the accompanying notes are an integral part:
Estimated
Total
Recoverable
Terms of reserves
Lease Lessor Royalties (in tons)
- ----- ------ --------- ----------
Hitson Whitney Holdings 12 1/2% of selling
Lease Corp.*/ price - 0 -
Hitson-Schreibeis Whitney Holdings
Lease Corp. 10 cents per ton - 0 -
Flying V Whitney Holdings 10% of avg. gross
Lease Corp. sales price**/ - 0 -
---------
Total Estimated Recoverable Reserves - 0 -
---------
The Big Horn Mine has reached the end of its production cycle and it is
foreseen that the Trust will receive no further payments deriving from coal
production from the Big Horn Mine.
- -------------------------
*/ Peter Kiewit Sons' Co.'s name was changed to Whitney Holdings Corp.
effective March 19, 1998. Whitney Holdings Corp. is a wholly-owned subsidiary
of PKS Information Services, Inc., which in turn is a wholly-owned subsidiary
of Level 3 Communications Inc.
**/ By the terms of the assignment by which it was created, the royalty
payable for this lease is 10% of the average gross sales price per ton or, if
greater, the highest royalty payable to the U.S. government for similar
quality coal mined in the State of Wyoming.
7
11
(iv) SPRING CREEK MINE. Spring Creek Coal Company ("Spring Creek")
operates this mine, which is located in Big Horn County, Montana, approximately
25 miles north of Sheridan, Wyoming. Spring Creek is a subsidiary of NERCO, Inc.
The Spring Creek Mine in its entirety includes approximately 2,560 acres and has
an annual productive capacity of 12,000,000 tons.
The Trust owns an overriding royalty interest in one productive
lease at the Spring Creek Mine. The terms of the overriding royalty interest and
the estimated total recoverable reserves of the lease are set out below:
Estimated
Terms of Total Recover-
Overriding able reserves
Lease Lessor Royalties (in tons)
- ----- ------ ---------- -------------
M-069782 United States 10 cents per ton*/ 43,000,000
(v) REVISED PRODUCTION ESTIMATES. Except with respect to the Big Horn
Mine which has reached the end of its production cycle, the numbers set forth in
the charts above in the column entitled "Estimated Total Recoverable Reserves"
reflect estimates made at the time of the formation of the Trust in 1982,
reduced to reflect the amount of coal actually extracted from the relevant
leases. As a result, certain of these numbers do not reflect current conditions
in the coal market. In light of recent reductions in the amounts of coal
purchased under existing coal contracts (based both upon elections by customers
to take the minimum quantities of coal permitted under the terms of such
agreements and upon amendments of such agreements) and current conditions in the
coal market, the amount of coal expected to be produced from such leases has
been significantly reduced. As of December 31, 2000, the Trustee understands
that the amounts of coal expected to be recovered from the leases to which this
situation applies were as follows:
Lease Revised Estimate
----- ----------------
M-073093 9,096,000
- ------------------------
*/ Under the terms of the lease, if the production royalty payable to the
United States is increased, then the overriding royalty will be recomputed to
equal 10.75% of such production royalty
8
12
(b) NON-PRODUCING LEASES. In addition to its interests in these
productive leases, the Trust has overriding royalty interests in three (3)
leases, containing 27,800,000 tons of total estimated recoverable coal reserves
from which no production is currently contemplated and in four (4) leases,
containing approximately 19,300,000 tons of coal, which are considered to be not
minable because of access, alluvial valley, or other problems.
Item 3. LEGAL PROCEEDINGS.
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
9
13
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) MARKET INFORMATION. There is no established public trading
market for the Units. The Units have not been registered under the Securities
Act of 1933 ("1933 Act"), nor have they been registered under the securities
laws of any state. Accordingly, resales of the Units are subject to certain
restrictions on transferability.
Under the 1933 Act, the Units should be treated as "restricted
securities." As such, resales of the Units are subject to certain restrictions
on transferability under the federal securities laws. Unit Holders should
consult with their own counsel regarding their ability to sell their Units.
However, under the Securities and Exchange Commission's Rule 144, a Unit Holder
who is not an "affiliate"*/ of the Trust and has held his or her Units since the
creation of the Trust should be able to sell such Units without restriction. Any
Unit Holder who has acquired his or her Units since the creation of the Trust
should likewise be able to sell such Units without restriction so long as at
least two years have elapsed since such Units were owned by any affiliate of the
Trust. In this regard, it should also be noted that sales of the Units might be
made without compliance with Rule 144 pursuant to the less definite standards of
the so-called Section 4 (1-1/2) exemption from the registration requirements of
the 1933 Act.
None of the Units is subject to outstanding options or warrants
to purchase, and no securities are convertible into Units. Under the terms of
the Trust Indenture, the Trust may not issue additional Units.
(b) HOLDERS. The Units are the only class of security issued by
the Trust. The table below sets forth the approximate number of Unit Holders of
record on December 31, 2000:
Approximate Number
------------------
Title of Class of Unit Holders
-------------- ---------------
Units of Beneficial 811
Interest ---
(c) DIVIDENDS. The Trust pays no dividends since it is not a
corporation. Within ten (10) business days after the end of each calendar
quarter, however, the Trustee will distribute the Quarterly Distribution
- ------------------------
*/ Under Rule 144(a)(i), an "affiliate" of the Trust would be any person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Trust.
10
14
Amount (as defined below) for the three preceding months, together with any
undistributed interest earned on each such amount to the payment date. This
distribution is made pro rata to Unit Holders of record on the last business
day for each such quarter (the "Quarterly Record Date").
The Quarterly Distribution Amount distributed to each Unit Holder
is the excess, if any, of (i) the cash received during such quarter that is
attributable to the royalties and overriding royalties held by the Trust, plus
any decrease in any cash reserve theretofore established by the Trustee for the
payment of liabilities of the Trust, plus any other cash receipts of the Trust
during such quarter other than interest earned on the Quarterly Distribution
Amount for any other quarter that is earned before the actual distribution for
the fiscal quarter that includes that other quarter, over (ii) the liabilities
of the Trust paid during such quarter plus the amount of any cash reserve
established or increased by the Trustee for the payment of any future or
contingent liabilities of the Trust.
The table below shows the aggregate Quarterly Distribution
Amounts (including interest) for each quarter during 2000 and 1999 and shows the
date on which such amounts were distributed:
2000
----
Quarter Date Dis- --Distribution Amounts--
Ended tributed In Total Per Unit
----- -------- -------- --------
March 31, 2000 04/12/00 $2,157,528 $.170779
June 30, 2000 07/10/00 187,356 .014830
Sept. 30, 2000 10/12/00 2,632,784 .208398
Dec. 31, 2000 01/11/01 170,566 .013502
------------ ---------
Total Distributed $5,148,234 $.407509
============ =========
1999
----
Quarter Date Dis- --Distribution Amounts--
Ended tributed In Total Per Unit
----- -------- -------- --------
March 31, 1999 04/12/99 $1,768,656 $.139998
June 30, 1999 07/11/99 246,668 .019525
Sept. 30, 1999 10/07/99 2,563,428 .202908
Dec. 31, 1999 01/12/00 253,525 .020068
------------ ---------
Total Distributed $4,832,277 $.382499
============ =========
11
15
Item 6. SELECTED FINANCIAL DATA.
The table below sets forth selected financial data, drawn from
the Trust's audited financial statements, for each of the last five years.
Years Ended December 31,
------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Royalty and
Interest
Income $5,219,007 $4,890,823 $5,846,421 $5,558,238 $5,829,963
Trust
Expenses (70,773) (58,546) (52,620) (47,481) (49,637)
---------- ---------- ---------- ---------- ----------
Distributable
Income $5,148,234 $4,832,277 $5,793,801 $5,510,757 $5,780,326
---------- ---------- ---------- ---------- ----------
Distributable
Income Per Unit
(12,633,432
units) $ .407509 $ .382499 $ .458609 $ .436204 $ .457542
=========== =========== =========== =========== ===========
Total Assets $ 214,019 $ 310,166 $ 232,351 $ 263,038 $ 335,164
=========== =========== =========== =========== ===========
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Distributable income (the total amount of net royalty and
overriding royalty payments received from the various mines, increased
by the amount of interest earned and any other amounts received by the
Trust and decreased by the amount of Trust expenses) for 2000 was
$5,148,234 compared to $4,832,277 for 1999 and compared to $5,793,801
for 1998.
12
16
The following schedule reflects the royalty and overriding royalty
payments received by the Trust in respect of leases at the following mines:
Mine 2000 1999 1998
---- ---- ---- ----
Decker $3,911,495 $3,564,221 $4,689,836
Black Butte - 0 - - 0 - - 0 -
Spring Creek 1,120,604 1,147,419 974,359
Big Horn 125,730 136,749 126,347
---------- ---------- ----------
$5,157,829 $4,848,389 $5,790,542
========== ========== ==========
(a) DECKER MINE. The amount of royalties and overriding
royalties received by the Trust with respect to the Decker Mine increased to
$3,911,495 in 2000 from $3,564,221 in 1999. The amount of royalties and
overriding royalties received by the Trust with respect to the Decker Mine
decreased to $3,564,221 in 1999 from $4,689,836 in 1998. These changes were the
net result due to changes in the relative amounts of coal mined under leases
bearing high and low overriding royalty rates per ton, which were a normal
result of the execution of a mining plan encompassing several coal leases
bearing different royalty rates.
(b) BLACK BUTTE MINE. The amount of royalties and overriding
royalties received by the Trust from the Black Butte Mine are $0 for 2000, 1999
and 1998, respectively, primarily because, under the current lease structure, as
of March 31, 1996, lease number W-6266 had reached the cap on the amount of
overriding royalty payable to the Trust for this mine and because the production
for lease number 0-27475 is zero.
(c) SPRING CREEK MINE. The amount of royalties and overriding
royalties received by the Trust with respect to the Spring Creek Mine decreased
to $1,120,604 in 2000 from $1,147,419 in 1999. The decrease reflects decreased
production under the applicable lease. The amount of royalties and overriding
royalties received by the Trust with respect to the Spring Creek Mine increased
to $1,147,419 in 1999 from $974,359 in 1998. The increase reflects increased
production under the applicable lease.
(d) BIG HORN MINE. The amount of royalties and overriding
royalties received by the Trust with respect to the Big Horn Mine decreased to
$125,730 in 2000 from $136,749 in 1999. The decrease reflects decreased
production under the applicable lease. The amount of royalties and overriding
royalties received from the Big Horn Mine increased to $136,749 during 1999 from
$126,347 in 1998. The increase reflects increased
13
17
production under the applicable lease. The Big Horn Mine has reached the end
of its production cycle and it is foreseen that the Trust will receive no
further payments deriving from coal production from the Big Horn Mine.
(e) TRUST EXPENSES. Trust expenses increased to $70,773 in 2000
from $58,546 in 1999. The increase was primarily due to an increase in legal and
accounting expenses as well as certain administrative expenses.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MATERIAL RISKS.
Not applicable
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
(a) FINANCIAL STATEMENTS. The following documents are filed as
part of the Trust's financial statements for the period from January 1, 2000 to
December 31, 2000:
(1) Report of Independent Accountants
(2) Statements of Assets, Liabilities and Trust Corpus
(3) Statements of Distributable Income and Statements of
Changes in Trust Corpus
(4) Notes to Financial Statements
14
18
KIEWIT ROYALTY TRUST
FINANCIAL STATEMENTS
as of December 31, 2000 and 1999
and for the three years ended
December 31, 2000
19
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustee and Unit Holders
Kiewit Royalty Trust
We have audited the accompanying statements of assets, liabilities and trust
corpus of Kiewit Royalty Trust as of December 31, 2000 and 1999, and the
related statements of distributable income and changes in trust corpus for
each of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Trustee. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform an audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As described in Note 1, the financial statements have been prepared on the
basis of accounting which differs in some respects from accounting principles
generally accepted in the United States of America. Accordingly, the
accompanying financial statements are not intended to present financial
position and results of operations of Kiewit Royalty Trust in conformity with
accounting principles generally accepted in the United States of America.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and trust corpus of Kiewit
Royalty Trust as of December 31, 2000 and 1999, and the distributable income
and changes in trust corpus for each of the three years in the period ended
December 31, 2000, in conformity with the basis of accounting described in
Note 1 to the financial statements.
/s/ PricewaterhouseCoopers LLP
Omaha, Nebraska
March 22, 2001
20
KIEWIT ROYALTY TRUST
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
December 31, 2000 and 1999
ASSETS 2000 1999
---- ----
Cash equivalents $ 170,566 $ 253,524
---------- ----------
Royalty and overriding royalty
interests in coal lease 167,817 167,817
Less accumulated amortization (124,364) (111,175)
---------- ----------
Net royalty and overriding royalty
interests in coal leases 43,453 56,642
----------- ----------
Total Assets $ 214,019 $ 310,166
========= =========
LIABILITIES AND TRUST CORPUS
Distributions payable to unit holders $ 170,566 $ 253,524
Trust corpus: 12,633,432 units of beneficial
interest authorized and outstanding 43,453 56,642
--------- ---------
Total Liabilities and Trust Corpus $ 214,019 $ 310,166
========= =========
The accompanying notes are an integral part
of the financial statements.
17
21
KIEWIT ROYALTY TRUST
STATEMENTS OF DISTRIBUTABLE INCOME
for the three years ended December 31, 2000
---
2000 1999 1998
---- ---- ----
Royalty income $5,157,829 $4,848,389 $5,790,542
Interest income 61,178 42,434 55,879
Trust expenses (70,773) (58,546) (52,620)
------ ------- -------
Distributable income $5,148,234 $4,832,277 $5,793,801
========== ========== ==========
Distributable income per unit $ .407509 $ .382499 $ .458609
========== ========== ==========
STATEMENTS OF CHANGES IN TRUST CORPUS
for the three years ended December 31, 2000
---
2000 1999 1998
---- ---- ----
Trust corpus, beginning of year $ 56,642 $ 69,115 $ 82,206
Amortization of royalty interests (13,189) (12,473) (13,091)
Distributable income 5,148,234 4,832,277 5,793,801
Distributions to unit holders (5,148,234) (4,832,277) (5,793,801)
---------- --------- ----------
Trust corpus, end of year $ 43,453 $ 56,642 $ 69,115
============ =========== ===========
The accompanying notes are an integral part
of the financial statements.
18
22
KIEWIT ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies and Basis of Accounting:
(a) Basis of Accounting:
The financial statements of Kiewit Royalty Trust (the "Trust")
are prepared on the following basis:
(1) The royalty income recorded for a month is the amount
received from the lease holder for such month.
(2) Trust administration expenses are recorded in the month
they accrue.
This basis for reporting royalty income is thought to be the
most meaningful because distributions to unit holders for a
month are based on net cash receipts for such month. However,
these statements differ from financial statements prepared in
accordance with accounting principles generally accepted in the
United States of America because under such principles royalty
income for a month would be based on production for such month,
without regard to when royalty payments are received. In
addition, amortization of the net royalty and overriding royalty
interests, which is calculated on a units-of-production basis on
a lease, is charged directly to trust corpus since such amount
does not affect distributable income.
(b) Cash Equivalents:
Cash equivalents consist of money market funds, which are
recorded at cost plus interest.
2. Trust Organization and Provisions:
The Trust was established on May 17, 1982. Units of beneficial
interest (Units) in the Trust were distributed on June 23, 1982 to
Class B and Class C shareholders of record of Level 3 Communications,
Inc., formerly Peter Kiewit Sons', Inc. ("Level 3") as of June 10,
1982. Such shareholders were citizens of the United States of America.
These shareholders received one Unit in the Trust for each share of
Level 3 stock held. On June 28, 1982, Level 3 conveyed to the Trust
royalty and overriding royalty interests owned by Level 3's
subsidiaries in certain coal properties in Montana and Wyoming.
19
23
KIEWIT ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2. Trust Organization and Provisions, Continued:
U.S. Bank National Association is the Trustee for the Trust. The terms
of the trust indenture provide, among other things, that:
(a) the Trust shall not engage in any business or investment
activity of any kind or acquire any assets other than those
initially conveyed to the Trust;
(b) the Trustee may not sell all or any part of the royalty
interests unless approved by a majority of Units outstanding, in
which case the sale must be for cash and the proceeds promptly
distributed;
(c) the Trustee may establish a cash reserve for the payment of any
liability which is contingent or uncertain in amount;
(d) the Trustee will make cash distributions to the unit holders in
January, April, July and October of each year as discussed in
Note 4; and
(e) in September 1994, the Trust Indenture was amended to authorize
the Trustee to invest funds in government obligations,
government-secured obligations and funds registered pursuant to
the Investment Company Act of 1940.
3. Royalty and Overriding Royalty Interests:
The cash received by the Trustee from the royalty interest will
consist of a specified amount per ton or a specified fraction of the
value of the total production of the property, free of the expense of
development and operation.
The initial carrying value of the royalty and overriding royalty
interests in coal leases of $167,817 represents Level 3's historical
net book value at the date of the transfer to the Trust.
4. Distributions to Unit Holders:
The amounts to be distributed to unit holders (Quarterly Distribution
Amount) are determined on a quarterly basis. The Quarterly
Distribution Amount is the excess of (i) the cash received during the
quarter which is attributable to royalties, plus any decrease in cash
reserves, plus any other cash receipts of the Trust during the quarter
over (ii) the liabilities of the Trust paid during the quarter, plus
any increase in cash reserves. The Quarterly Distribution Amount is
payable to unit holders of record as of the last business day of each
calendar quarter. The cash distributions are made quarterly within the
first 10 business days of January, April, July and October.
20
24
KIEWIT ROYALTY TRUST
NOTES TO FINANCIAL STATEMENTS, CONTINUED
5. Income Taxes:
Provision for federal and state income taxes has not been made in the
financial statements since, in the opinion of legal counsel, the Trust
should be treated as a "grantor trust" which is not a taxable entity.
6. Summary of Quarterly Financial Data (Unaudited):
The following is a summary of the unaudited quarterly financial
information:
Distributable
Royalty Distributable Income
For the year ended December 31, 2000: Income Income Per Unit
------ ------------- -------------
March 31, 2000 $2,158,466 $2,157,528 $.170779
June 30, 2000 204,119 187,356 .014830
September 30, 2000 2,621,668 2,632,784 .208398
December 31, 2000 173,578 170,566 .013502
---------- ------------- -------------
$5,157,831 $5,148,234 $.407509
========== ========== ========
For the year ended December 31, 1999:
March 31, 1999 $1,774,480 $1,768,656 $.139998
June 30, 1999 253,698 246,668 .019525
September 30, 1999 2,557,650 2,563,428 .202908
December 31, 1999 262,561 253,525 .020068
---------- ------------- -------------
$4,848,389 $4,832,277 $.382499
========== ========== ========
21
25
(b) SUPPLEMENTARY DATA. Not applicable.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not Applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Trust was created as a trust under the laws of the State of
Nebraska and its Indenture does not provide for the election of directors or
officers. U.S. Bank National Association serves as Trustee. See Item 1, above.
Item 11. EXECUTIVE COMPENSATION.
As stated in Item 10, above, the Trust has no directors and no
officers.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following
table sets forth the only person who, as of December 31, 2000, was known by the
Trust to be a beneficial owner of more than five percent of the Units:
Name and Amount and
Address of Nature of
Title of Beneficial Beneficial Percent of
Class Owner Ownership Class
- -------- ---------- --------- ----------
Units of Walter Scott, Jr. 800,000 Units 6.33%
Beneficial 1000 Kiewit Plaza
Interest Omaha, NE 68131
(b) SECURITY OWNERSHIP OF MANAGEMENT. There are no executive
officers or directors of the Trust. See Item 10, above. As of December 31, 2000,
U.S. Bank National Association, Trustee, did not beneficially own any Units in
the Trust. However, the Trustee does hold in trust 800,000 Units for the benefit
of Walter Scott, Jr., as well as Units for certain other persons in connection
with its fiduciary relationship with such persons.
(c) CHANGES IN CONTROL. As of December 31, 2000, the Trust had no
knowledge of any arrangements, the operation of which could, at a subsequent
date, result in a change of control of the Trust.
22
26
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) TRANSACTIONS WITH MANAGEMENT AND OTHERS. As stated in Item
10, above, the Trust has no directors and no officers. During 2000, there were
no transactions to which the Trust was a party and in which any persons known to
the Trust to be the beneficial owners of more than five percent of the Units had
a direct or indirect material interest.
(b) CERTAIN BUSINESS RELATIONSHIPS. There are no directors or
nominees for director of the Trust. See Item 10, above.
(c) INDEBTEDNESS OF MANAGEMENT. As stated in Item 10, above,
the Trust has no directors and no officers.
(d) TRANSACTIONS WITH PROMOTERS. Not applicable.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) (1) FINANCIAL STATEMENTS. See Item 8, above.
(2) FINANCIAL STATEMENT SCHEDULES. See Item 8, above.
(3) EXHIBITS. See Item 14(c), below.
(b) REPORTS ON FORM 8-K. The Trust did not file any reports on
Form 8-K during the quarter ended December 31, 2000.
(c) EXHIBITS. The following exhibits are attached hereto and
incorporated by reference unless noted otherwise.
4.1 Kiewit Royalty Trust Indenture dated May 17, 1982, as
amended June 9, 1982, and June 23, 1982 (filed as Exhibit 1 to the Trust's Form
10 filed with the Securities and Exchange Commission on December 23, 1982, and
incorporated herein by reference).
4.2 Order dated September 23, 1994, of the County Court of
Douglas County, Nebraska (filed as Exhibit 2 to the Trust's Form 10-Q filed with
the Securities and Exchange Commission on November 14, 1994, and incorporated
herein by reference).
23
27
99.1 Location Map of Coal Properties (filed as Exhibit 2 to
the Trust's Form 10-K filed with the Securities and Exchange Commission on March
31, 1985, and incorporated herein by reference).
24
28
S I G N A T U R E S
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
KIEWIT ROYALTY TRUST (Registrant)
By: U.S. Bank National Association
in its capacity as Trustee and
not in its individual capacity or
otherwise
Date: March 28, 2001 By: /s/ Susan K. Rosburg
---------------------
Susan K. Rosburg
Trust Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report on Form 10-K has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.
Name Capacity Date
U.S. Bank National Association Trustee March 28, 2001
By: /s/ Susan K. Rosburg
----------------------
Susan K. Rosburg
Trust Officer
25