UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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 statements 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 (the "Units"). As a result, the aggregate market value of the Units is
not available.
As of March 22, 2002, there were 12,633,432 Units of Beneficial
Interest held by non-affiliates of the registrant outstanding.
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 Geographic Areas................... 3
Item 2. Properties.......................................................... 3
(a) Producing Leases............................................... 5
(b) Non-Producing Leases............................................8
Item 3. Legal Proceedings....................................................8
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..........................................9
(a) Market Information..............................................9
(b) Holders.........................................................9
(c) Dividends......................................................10
(d) Recent Sales of Securities.....................................11
Item 6. Selected Financial Data.............................................11
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......................11
(a) Decker Mine ...................................................12
(b) Black Butte Mine...............................................12
(c) Spring Creek Mine..............................................12
(d) Big Horn Mine..................................................13
(e) Trust Expenses.................................................13
(f) Trust Reserve..................................................13
i
Item 7A. Quantitative and Qualitative Disclosures about Market Risks........13
Item 8. Financial Statements and Supplementary Data........................13
(a) Financial Statements..........................................13
(b) Supplementary Data............................................23
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.............................23
PART III
Item 10. Directors and Executive Officers of the
Registrant.........................................................24
Item 11. Executive Compensation.............................................24
Item 12. Security Ownership of Certain Beneficial
Owners and Management..............................................24
(a) Security Ownership of Certain Beneficial Owners...............24
(b) Security Ownership of Management..............................24
(c) Changes in Control............................................24
Item 13. Certain Relationships and Related Transactions.....................24
(a) Transactions with Management and Others.......................24
(b) Certain Business Relationships................................25
(c) Indebtedness of Management....................................25
(d) Transactions with Promoters...................................25
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K................................................25
(a) Financial Statements and Schedules............................25
(b) Reports on Form 8-K...........................................25
(c) Exhibits......................................................25
Signatures.........................................................26
ii
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 on June 9, 1982, June 23, 1982, and by a court order dated September 23,
1994. A copy of the Trust Indenture is attached to this Form 10-K as an exhibit,
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 this Form 10-K as an exhibit, 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"). The Trust 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 record on June 10, 1982 of Level 3's Class B
and Class C common stock. 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.
- ----------
(1) 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
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. The Trust
receives its income from royalty and overriding royalty interests in certain
coal leases. The Trust does not operate in any other industry segment.
(c) NARRATIVE DESCRIPTION OF BUSINESS. The Trust owns three (3)
royalty interests and sixteen (16) overriding royalty interests relating to
leases in four (4) 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 of the Trustee, and the compensation of geologists, engineers,
accountants, attorneys, or professional experts 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 bank of
the Trustee; (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
2
and consist 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 GEOGRAPHIC AREAS. During 2001,
the Trust received gross royalty income of $4,209,863 and created a reserve
against the gross royalty income of $783,317 related to the Spring Creek Mine
royalties received, yielding an amount of $3,426,546 in net royalty income.
The royalty income was received from sources exclusively located in the United
States. See Spring Creek Mine at Item 7(c) and Trust Reserve at Item 7(f) for
further information relating to the creation of a reserve account with respect
to the Spring Creek Mine royalties.
Item 2. PROPERTIES.
The Trust's properties consist of royalty and overriding royalty
interests in nineteen (19) coal leases in four (4) mining areas located in
Montana and Wyoming. All of these royalty and overriding royalty
3
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 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, 2001, 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." 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 (4) mines to which the coal leases
pertain:
Tons of Coal Produced
2001 2000 1999 1998 1997
---------- ---------- ---------- ---------- ----------
Decker Mine 7,038,734 9,932,166 10,878,069 10,475,407 11,873,448
Black Butte Mine - 0 - 3,367,585 2,928,393 2,667,718 1,928,894
Big Horn Mine - 0 - 20,980 76,401 65,911 44,202
Spring Creek Mine 9,664,969 11,302,150 10,995,516 11,312,935 8,306,306
---------- ---------- ---------- ---------- ----------
Total 16,703,703 24,622,881 24,878,379 24,521,971 22,152,850
========== ========== ========== ========== ==========
Set forth below is a summary by mine area of pertinent
information as of December 31, 2001, about each of the producing leases in which
the Trust has either royalty or overriding royalty interests.
4
(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.(2) (a wholly-owned
subsidiary of Level 3 Communications, Inc.) and Western Minerals, Inc. (a
wholly-owned subsidiary of NERCO, Inc.). Each company 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 Total
Terms of Recoverable
Overriding Reserves
Lease Lessor Royalties (in tons)
- ----- ------ --------- ---------------
M-073093 United States 5 cents per ton(3) 109,000,000
M-061685 United States 10 cents per ton(3) 16,400,000
M-057934 United States 10 cents per ton(3) 27,600,000
C-1085-93 Montana 10 cents per ton(4) 4,600,000
C-531-65 Montana 5 cents per ton(4) 8,700,000
C-823-66 Montana 5 cents per ton(4) - 0 -
---------------
Total Estimated Recoverable Reserves 166,300,000
(ii) BLACK BUTTE MINE. Black Butte Coal Company ("Black Butte")
operates this mine in Sweetwater County, Wyoming, approximately 35 miles east of
Rock Springs, Wyoming. Black Butte is a joint venture between
- ----------
(2) KCP Inc. was formerly known as Kiewit Coal Properties Inc. This name change
occurred on March 25, 1998.
(3) 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.
(4) 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
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 Total
Terms of Recoverable
Overriding Reserves
Lease Lessor Royalties (in tons)
- ----- ------ ---------- ---------------
W-6266 United States 50% of the - 0 -
royalty
payable to
the lessor
O-27475 Wyoming 3% of the
gross output - 0 -
---------------
Total Estimated Recoverable Reserves - 0 -
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. (5)
(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:
- ----------
(5) Total remaining reserves on lease W-6266 are 19,547,000 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
Estimated Total
Recoverable
Reserves
Lease Lessor Terms of Royalties (in tons)
- ----- ------ ------------------ ---------------
Hitson Lease Whitney Holdings Corp.(6) 12 1/2% of selling price 0
Hitson-Schreibeis Lease Whitney Holdings Corp. 10 cents per ton 0
Flying V Lease Whitney Holdings Corp. 10% of avg. gross
sales price(7) 0
---------------
Total Estimated Recoverable Reserves 0
---------------
During February, 2002, the Hitson and Hitson-Schreibeis leases were
terminated. Accordingly, no amounts are expected to be recovered by the Trust
from those leases in the future. Additionally, 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.
(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:
- ----------
(6) Whitney Holdings Corp. was formerly known as Peter Kiewit Sons' Co. This
name change occurred on March 19, 1998. Whitney Holdings Corp. is a wholly-owned
subsidiary of (i)Structure, Inc., which in turn is a wholly-owned subsidiary of
Level 3 Communications Inc. (i)Structure, Inc. was formerly known as PKS
Information Services, Inc. This name change occurred on May 18, 2000.
(7) 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 Wyoming.
7
Estimated
Total
Terms of Recoverable
Overriding Reserves
Lease Lessor Royalties (in tons)
- ----- ------ --------- -------------
M-069782 United States 10 cents per ton(8) 32,955,000
(v) REVISED PRODUCTION ESTIMATES. Except with respect to the Big
Horn Mine which has reached the end of its production cycles, 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, 2001, the Trustee understands
that the amounts of coal expected to be recovered from the lease to which this
situation applies was as follows:
Lease Revised Estimate
- ----- ----------------
M-073093 4,785,000
(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.
- ----------
(8) 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
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
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"(9) 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 March 22, 2002:
Approximate Number
Title of Class of Unit Holders
-------------- ---------------
Units of Beneficial 823
Interest
- ----------
(9) 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.
9
(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 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 2001 and 2000 and shows the
date on which such amounts were distributed:
2001
----
Distribution Amounts
Date --------------------------
Quarter Ended Distributed In Total Per Unit
- ----------------- ----------- ---------- ---------
March 31, 2001 04/09/01 $1,683,135 $0.133229
June 30, 2001 07/10/01 294,265 0.023293
Sept. 30, 2001 10/09/01 1,214,377 0.096124
Dec. 31, 2001 01/11/02 188,883 0.014951
---------- ---------
Total Distributed $3,380,660 $0.267597
========== =========
2000
----
Distribution Amounts
--------------------------
Date
Quarter Ended Distributed In Total Per Unit
- ------------------- ----------- ---------- ---------
March 31, 2000 04/12/00 $2,157,528 $0.170779
June 30, 2000 07/10/00 187,356 0.014830
Sept. 30, 2000 10/12/00 2,632,784 0.208398
Dec. 31, 2000 01/11/01 170,566 0.013502
---------- ---------
Total Distributed $5,148,234 $0.407509
========== =========
10
(d) RECENT SALES OF SECURITIES.
None.
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 fiscal
years.
Years Ended December 31,
------------------------
2001 2000 1999 1998 1997
------------- ------------ ------------ ------------ ------------
Royalty and $ 4,244,950 $ 5,219,007 $ 4,890,823 $ 5,846,421 $ 5,558,238
Interest Income
Trust Expenses (80,973) (70,773) (58,546) (52,620) (47,481)
Trust Reserves (783,317) -- -- -- --
------------- ------------ ------------ ------------ ------------
Distributable Income $ 3,380,660 $ 5,148,234 $ 4,832,277 $ 5,793,801 $ 5,510,757
============= ============ ============ ============ ============
Distributable $ 0.267597 $ 0.407509 $ 0.382499 $ 0.458609 $ 0.436204
Income Per Unit ============= ============ ============ ============ ============
(12,633,432
units)
Total Assets $ 1,009,585 $ 214,019 $ 310,166 $ 232,351 $ 263,038
============= ============ ============ ============ ============
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 and Trust Reserves) for 2001 was
$3,380,660 compared to $5,148,234 for 2000 and compared to $4,832,277 for 1999.
The decrease in distributable income in 2001 from 2000 was primarily due to the
creation of a reserve in the amount of $783,317 for royalty payments received
from the Spring Creek Mine that are subject to a dispute more fully described
below in Spring Creek Mine and Trust Reserve, and due to an overall decrease in
royalty and overriding royalty payments received for each income-producing
mine as further discussed below.
11
The following schedule reflects the royalty and overriding royalty
payments received by the Trust in respect of leases at the following mines:
Mine 2001 2000 1999
------ ---------- ---------- ----------
Decker $3,375,106 $3,911,495 $3,564,221
Black Butte 0 0 0
Spring Creek 833,317 1,120,604 1,147,419
Big Horn 1,440 125,730 136,749
---------- ---------- ----------
$4,209,863 $5,157,829 $4,848,389
========== ========== ==========
(a) DECKER MINE. The amount of royalties and overriding
royalties received by the Trust with respect to the Decker Mine decreased to
$3,375,106 in 2001 from $3,911,495 in 2000. 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. These changes were the
net result of 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 2001, 2000
and 1999, 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 O-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 $833,317 in 2001 from $1,120,604 in 2000. This decrease is due to decreased
coal production under the Spring Creek Mine leases. 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.
On June 29, 2001, the Trustee received notification from the
operator of the Spring Creek Mine of alleged overpayments aggregating
approximately $476,000 related to the Trust's overriding royalty interest that
were remitted during the period from 1996 to 2000. The Trustee is currently
reviewing and evaluating various
12
agreements, leases and other documentation to determine the legitimacy of these
alleged overpayments and impact to the Trust, if any, as related to these
alleged overpayments. In addition, the $783,317 royalty payment received from
the Spring Creek Mine on July 31, 2001 is being held in reserve in connection
with this matter. The ultimate outcome of this issue is uncertain at this time.
(d) BIG HORN MINE. No royalties were received from the Big Horn
Mine during 2001 compared to $125,730 received during 2000. 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. However, the Big Horn Mine will continue to receive minor rental payments
until reclamation of the mine is achieved. In the past, the amount of such
rental payments was included in the figure representing receipt of royalty and
overriding royalty payments. During 2001, the Big Horn Mine received a rental
payment of $1,440. The amount of royalties and overriding royalties received
from the Big Horn Mine decreased to $125,730 in 2000 from $136,749 in 1999. The
decrease reflects decreased production under the applicable lease.
(e) TRUST EXPENSES. Trust expenses increased to $80,973 in 2001,
compared to $70,773 in 2000 and compared to $58,546 in 1999. The increases are
primarily due to an increase in legal and accounting expenses as well as certain
administrative expenses.
(f) TRUST RESERVE. As discussed above, the $783,317 royalty
payment received from Spring Creek Mine on July 31, 2001 is being held in a
reserve account in connection with alleged overpayments from 1996 to 2000 by
Spring Creek Mine to the Trust.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 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, 2001 to
December 31, 2001:
(1) Independent Auditors' Report and Report of
Independent Accountants
(2) Statements of Assets, Liabilities and Trust
Corpus
(3) Statements of Distributable Income and
Statements of Changes in Trust Corpus
13
(4) Notes to Financial Statements
14
KIEWIT ROYALTY TRUST
FINANCIAL STATEMENTS
as of December 31, 2001 and 2000
and for the three years ended
December 31, 2001
15
INDEPENDENT AUDITORS' REPORT
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, 2001, and the related
statements of distributable income and changes in trust corpus for the year then
ended. These financial statements are the responsibility of the Trustee. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the 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 audit provides a
reasonable basis for our opinion.
As described in Note 1 to the financial statements, the financial statements
have been prepared on the basis of cash receipts and disbursements as
prescribed by the Securities and Exchange Commission, which is a comprehensive
basis of accounting other than 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, 2001, and the distributable income and changes
in trust corpus for the year then ended, in conformity with the basis of
accounting described in Note 1 to the financial statements.
/s/ KPMG LLP
Omaha, Nebraska
March 22, 2002
16
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 the related
statements of distributable income and changes in trust corpus for each of the
two 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 the 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 management, 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 a basis
of cash receipts and disbursements, which is a comprehensive basis of
accounting other than generally accepted accounting principles in the United
States of America. Accordingly, the accompanying financial statements are not
intended to present the 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 the distributable income and changes
in trust corpus for each of the two 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
March 22, 2001
17
KIEWIT ROYALTY TRUST
STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS
December 31, 2001 and 2000
ASSETS 2001 2000
----------- -----------
Cash equivalents $ 188,882 $ 170,566
Trust reserves 783,317 --
Royalty and overriding royalty 167,817 167,817
interests in coal lease
Less accumulated amortization (130,431) (124,364)
----------- -----------
Net royalty and overriding royalty
interests in coal leases 37,386 43,453
----------- -----------
Total Assets $ 1,009,585 $ 214,019
=========== ===========
LIABILITIES AND TRUST CORPUS
Distributions payable to unit holders $ 188,882 $ 170,566
Trust reserves payable 783,317 --
Trust corpus: 12,633,432 units of beneficial
interest authorized and outstanding 37,386 43,453
----------- -----------
Total Liabilities and Trust Corpus $ 1,009,585 $ 214,019
=========== ===========
The accompanying notes are an integral part
of the financial statements.
18
KIEWIT ROYALTY TRUST
STATEMENTS OF DISTRIBUTABLE INCOME
for the three years ended December 31, 2001
2001 2000 1999
----------- ----------- -----------
Royalty income $ 4,209,863 $ 5,157,829 $ 4,848,389
Interest income 35,087 61,178 42,434
Trust expenses (80,973) (70,773) (58,546)
Trust reserves (783,317) -- --
----------- ----------- -----------
Distributable income $ 3,380,660 $ 5,148,234 $ 4,832,277
=========== =========== ===========
Distributable income per unit $ 0.267597 $ 0.407509 $ 0.382499
=========== =========== ===========
STATEMENTS OF CHANGES IN TRUST CORPUS
for the three years ended December 31, 2001
2001 2000 1999
----------- ----------- -----------
Trust corpus, beginning of year $ 43,453 $ 56,642 $ 69,115
Amortization of royalty interests (6,067) (13,189) (12,473)
Distributable income 3,380,660 5,148,234 4,832,277
Distributions to unit holders (3,380,660) (5,148,234) (4,832,277)
----------- ----------- -----------
Trust corpus, end of year $ 37,386 $ 43,453 $ 56,642
=========== =========== ===========
The accompanying notes are an integral part
of the financial statements.
19
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) Royalty income is recorded on a cash receipt basis.
(2) Trust administration expenses are recorded in the month
in which they are paid.
(3) Amortization of the net royalty and overriding royalty
interests, which is calculated on a units-of-production
basis, is charged directly to trust corpus since such
amount does not affect distributable income.
The preparation of financial statements requires estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
While these statements differ from financial statements prepared in
accordance with accounting principles generally accepted in the United
States of America, the cash basis of reporting revenues is considered to
be the most meaningful because Quarterly Distributions to Unit Holders
are based on net cash receipts.
(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.
20
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.
21
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. Contingencies:
On June 29, 2001, the Trustee received notification from the operator of
the Spring Creek Mine of alleged overpayments aggregating approximately
$476,000 related to the Trust's overriding royalty interest that were
remitted during the period from 1996 to 2000. The Trustee is currently
reviewing and evaluating various agreements, leases and other
documentation to determine the legitimacy of these alleged overpayments
and impact to the Trust, if any, as related to these alleged
overpayments. In addition, the $783,317 royalty payment received from
the Spring Creek Mine on July 31, 2001 is being held in reserve in
connection with this matter. The ultimate outcome of this issue is
uncertain at this time.
7. Summary of Quarterly Financial Data (Unaudited):
The following is a summary of the unaudited quarterly financial
information:
Distributable
Royalty Distributable Income
Income Income Per Unit
---------- ------------- -------------
For the year ended December 31, 2001:
March 31, 2001 $1,688,481 $1,683,135 $0.133229
June 30, 2001 304,251 294,265 0.023293
September 30, 2001 2,012,101 1,214,377 0.096124
December 31, 2001 205,030 188,883 0.014951
---------- ---------- ---------
$4,209,863 $3,380,660 $0.267597
========== ========== =========
For the year ended December 31, 2000:
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 $0.407509
========== ========== =========
22
(b) SUPPLEMENTARY DATA. Not applicable.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
On September 25, 2001, the Trustee of the Trust, in accordance with the
Trust Indenture, approved a change in the Trust's independent accountants to
KPMG LLP, for the fiscal year ending December 31, 2001, and the dismissal of
PricewaterhouseCoopers LLP.
The report of PricewaterhouseCoopers LLP for the fiscal years ended
December 31, 2000 and December 31, 1999, contained no adverse opinion,
disclaimer of opinion or qualification or modification as to uncertainty, audit
scope or accounting principles. In connection with its audit for the fiscal
years ended December 31, 2000 and December 31, 1999, and the interim period from
January 1, 2001 through September 25, 2001, there were no disagreements between
the Trust and PricewaterhouseCoopers LLP on any accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PricewaterhouseCoopers
LLP, would have caused it to make reference to the subject matter of the
disagreement in connection with its reports on the financial statements for such
years. No reportable event as described in paragraph (a) (1) (v) of Item 304 of
Regulation S-K has occurred within the Trust's fiscal years ended December 31,
2000 and December 31, 1999, or the period from January 1, 2001 through
September 25, 2001.
The Trust did not consult with KPMG LLP during the fiscal years ended
December 31, 2000 and December 31, 1999, or during the interim period from
January 1, 2001 through September 25, 2001, on any matter which was the subject
of any disagreement or any reportable event as defined in Regulation S-K Item
304 (a) (1) (iv) and Regulation S-K Item 304 (a) (1) (v), respectively, or on
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Trust's financial statements, relating to which either a written report was
provided to the Trust or oral advice was provided that KPMG LLP concluded was an
important factor considered by the Trust in reaching a decision as to the
accounting, auditing, or financial reporting issue.
The Trust requested that PricewaterhouseCoopers LLP furnish a letter
addressed to the SEC stating whether or not PricewaterhouseCoopers LLP agrees
with the above statements. A copy of such letter to the SEC, dated September 25,
2001, was filed as an Exhibit 16.1 to a Form 8-K filed with the SEC on October
2, 2001.
23
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Trust was created as a trust under the laws of Nebraska and
its Indenture does not provide for the election of directors or officers. U.S.
Bank National Association serves as Trustee.
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 March 22, 2002, 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. As of March 22, 2002, U.S. Bank National
Association, Trustee of the Kiewit Trust, 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, 2001, 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.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) TRANSACTIONS WITH MANAGEMENT AND OTHERS. As stated in Item
10, the Trust has no directors and no officers. During 2001, 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.
24
(b) CERTAIN BUSINESS RELATIONSHIPS. There are no directors or
nominees for director of the Trust. See Item 10.
(c) INDEBTEDNESS OF MANAGEMENT. As stated in Item 10, 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.
Documents incorporated by reference or filed with this report:
(a) FINANCIAL STATEMENTS AND SCHEDULES. No financial
statement schedules are required to be filed by Items 8
and 14(d) because they are not required or are not
applicable, or the required information is set forth in
the applicable financial statements or notes thereto.
(b) REPORTS ON FORM 8-K. The Trust filed one report on Form
8-K during the quarter ended December 31, 2001. In a
Form 8-K filed on October 2, 2001, the Trust disclosed
that it had elected to change its accounting firm to
KPMG LLP from PricewaterhouseCoopers LLP.
(c) EXHIBITS. Exhibits required to be filed by Item 601 of
Regulation S-K:
Listed below are the exhibits which are filed as part of this report (according
to the number assigned to them in Item 601 of Regulation S-K):
<Table>
<Caption>
Exhibit No. Description
- ----------- -----------
4.1 Kiewit Royalty Trust Indenture dated May 17, 1982, as amended
June 9, 1982, and June 23, 1982.*
4.2 Order dated September 23, 1994, of the County Court of Douglas
County, Nebraska.*
99.1 Location Map of Coal Properties (incorporated herein by reference
to 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).
</Table>
- ----------
* Filed herewith.
25
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, 2002 By: /s/ Susan K. Rosburg
--------- ---------------------
Susan K. Rosburg
Trust Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report 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, 2002
--------
By: /s/ Susan K. Rosburg
--------------------
Susan K. Rosburg
Trust Officer
26