1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1997 Commission File No. 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) U.S. Bank National Assocition d/b/a First Bank, N.A. 1700 Farnam Street Omaha, Nebraska 68102 ---------------------------------------- (Address of Principal Executive Offices) (402) 348-6000 ----------------------------------------------- (Registrant's telephone no. including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- APPLICABLE ONLY TO CORPORATE REGISTRANTS Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of June 30, 1997, there were 12,633,432 Units of Beneficial Interest of the registrant outstanding. 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. KIEWIT ROYALTY TRUST STATEMENT OF ASSETS, LIABILITY AND TRUST CORPUS as of June 30, 1997 and December 31, 1996 ASSETS 1997 1996 - ------ ---- ---- Cash equivalents $ 231,194 $ 244,268 Royalty and overriding royalty interests in coal leases $ 167,817 $ 167,817 Less accumulated amortization (78,160) (76,921) Net royalty and overriding royalty interests in coal leases $ 89,657 $ 90,896 ------------- ------------- TOTAL ASSETS 320,851 $ 335,164 ============= ============= LIABILITY AND TRUST CORPUS - -------------------------- Distribution payable to unit holders $ 231,194 $ 244,268 Trust corpus: 12,633,432 units of beneficial interest authorized and outstanding $ 89,657 $ 90,896 ------------- ------------- Total Liabilities and Trust Corpus $ 320,851 $ 335,164 ============= ============= The accompanying notes are an integral part of the financial statements - 2 - 3 KIEWIT ROYALTY TRUST STATEMENT OF DISTRIBUTABLE INCOME For the Three Months and Six Months Ended June 30, 1997 and 1996 Three Months Ended Six Months Ended June 30 June 30 ---------------------- ----------------------- 1997 1996 1997 1996 --------- --------- ---------- --------- Royalty Income $238,339 $296,676 $2,088,444 $2,540,357 Interest Income 5,496 8,163 21,838 31,369 Trust Expenses (12,641) (13,954) (27,529) (29,472) -------- -------- --------- ------- Distributable Income $231,194 $290,885 $2,082,753 $2,542,254 Distributable income per unit (12,633,432 units) $.0183002 $.0230250 $ .1648604 $ .2012323 STATEMENT OF CHANGES IN TRUST CORPUS For the Six Months Ended June 30, 1997 and 1996 1997 1996 ----------- ------------ Trust Corpus as of January 1 $ 90,896 $ 96,920 Amortization of royalty interests (1,239) (3,829) Distributable Income 2,082,753 2,542,254 Distribution to Unit Holders (2,082,753) (2,542,254) ------------ ------------- Trust Corpus as of June 30 $ 89,657 $ 93,091 ============ ============= See Accompanying Notes to Financial Statements - 3 - 4 KIEWIT ROYALTY TRUST Notes to Financial Statements as of June 30, 1997 and December 31, 1996 BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with the instructions for Form 10-Q and do not necessarily include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Trustee's opinion, all adjustments necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes included in the Trust's annual report on Form 10-K for the year ended December 31, 1996. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited financial statements have been prepared on the following basis: (a) The royalty income recorded for a month is the amount computed and paid by the lease holder to the Trustee for such month. (b) 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 the 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 generally accepted accounting principles because, under such principles, royalty income for a month would be based on production for such month without regard to when calculated or received. In addition, amortization of the net royalty and overriding royalty interests, which is calculated on a units-of-production basis by lease, is charged directly to trust corpus, since such amount does not affect distributable income. - 4 - 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. a. MATERIAL CHANGES IN FINANCIAL CONDITION. Kiewit Royalty Trust is a royalty trust with royalty and overriding royalty interests in certain coal leases. The Trust was formed for the purposes of (1) administering the income received from such coal leases and (2) distributing such income (together with interest earned thereon less payment of or provision for obligations) to the holders of the Units of Beneficial Interest. b. MATERIAL CHANGES IN RESULTS OF OPERATIONS. During the six months ended June 30, 1997, the Trust received a total of $2,088,444 of royalty and overriding royalty payments; during the three months ended June 30, it received a total of $238,339 of such payments. The following schedule reflects the royalty and overriding royalty amounts received by the Trust from each mine. Three Months Ended Six Months Ended Mine June 30 June 30 ---- ------------------------ ------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Black Butte $ (274) $ 14,487 $ (274) $ 152,026 Decker 237,064 230,673 2,074,112 2,335,322 Big Horn 1,549 1,516 14,606 3,009 Spring Creek - 50,000 - 50,000 -------- -------- ---------- ---------- $238,339 $296,676 $2,088,444 $2,540,357 ======== ======== ========== ========== I. BLACK BUTTE MINE. The Trust paid Black Butte Mine $274 during the first six months of 1997, as compared to receiving a royalty of $152,026 during the first six months of 1996, and paid Black Butte Mine $274 during the three months ended June 30, 1997, as compared to receiving a royalty of $14,487 during the three months ended June 30, 1996. The $274 payment relates to a revision in the royalties for the first quarter of 1996. The decrease in royalties received during the first six months and second quarter of 1997 as compared to the corresponding periods of 1996 reflects the fact that federal lease - 5 - 6 number W-6266 was renewed effective April 1, 1996 and the Trust no longer receives an overriding royalty on coal produced after March 31, 1996, as explained below. Lease number W-6266 provides that the terms and conditions of the lease are subject to "reasonable readjustment" effective on April 1, 1996. At that time, the royalty rate payable to the United States was increased to 12-1/2%, which is the currently prevailing federal royalty rate. Because of the cap on the amount of the overriding royalty payable to the Trust with respect to this lease, the increased federal royalty rate has effectively eliminated further payments to the Trust with respect to this lease. ii. DECKER MINE. The amount of royalties and overriding royalties received by the Trust with respect to the Decker Mine decreased to $2,074,112 in the first six months of 1997 compared to $2,335,322 during the same period in 1996. For the second quarter, the amounts received increased to $237,064 compared to the $230,673 received during the second quarter of 1996. These changes in royalty and overriding royalty amounts received were due to changes in the relative amounts of coal mined under leases bearing high and low overriding royalty rates per ton, which are a normal result of the execution of a mining plan encompassing several coal leases bearing different royalty rates. iii. BIG HORN MINE. Royalties received from the Big Horn Mine increased to $1,549 during the second quarter of 1997 from $1,516 in 1996, and overall receipts for the first six months of 1997 increased to $14,606 compared to $3,009 during the corresponding period in 1996. These increases for 1997 reflect increased production in the relative amounts of coal mined under leases bearing high and low overriding royalty rates per ton. The relatively small amount of receipts generally reflects minimal current production at the mine. iv. SPRING CREEK MINE. The Trust received no royalties from the Spring Creek Mine during the first six months of 1997 as compared to $50,000 in royalties in the first half of 1996. The amount for 1996 represents the minimum annual royalty, which was received during the second quarter; in 1997, the minimum annual royalty was received during the third quarter. In general, royalties due from the Spring Creek Mine are typically paid by the mine operator on an annual basis during the third quarter of a calendar year. - 6 - 7 PART II - OTHER INFORMATION. ITEM 1. LEGAL PROCEEDINGS. There are no material pending legal proceedings to which the Trust is a party of which any of its property is the subject. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits 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 Commision on November 14, 1994, and incorporated herein by reference). 27.1 Financial Data Schedule. (b) No reports on Form 8-K were filed during the quarter for which this report is filed. - 7 - 8 SIGNATURE Pursuant to the requirements 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 d/b/a First Bank, N.A., in its capacity as Trustee and not in its individual capacity or otherwise By: /s/ Susan K. Rosburg -------------------- Susan K. Rosburg Trust Officer Dated: August 12, 1997 - 8 -