1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 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) Registrant's Telephone Number, Including Area Code: (402) 348-6000 Indicate by check X 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 ----- ----- As of May 8, 1998, 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, LIABILITIES AND TRUST CORPUS as of March 31, 1998 and December 31, 1997 ASSETS 1998 1997 - ------ ---- ---- Cash and short-term investments $ 2,535,543 $ 180,832 Royalty and overriding royalty interests in coal leases $ 167,817 $ 167,817 Less accumulated amortization $ (89,838) $ (85,611) Net royalty and overriding royalty interests in coal leases $ 77,979 $ 82,206 --------------- --------------- Total Assets $ 2,613,522 $ 263,038 =============== =============== LIABILITIES AND TRUST CORPUS - ---------------------------- Distributions payable to Unit Holders $ 2,535,543 $ 180,832 Trust Corpus: 12,633,432 Units of Beneficial Interest authorized and outstanding $ 77,979 $ 82,206 --------------- --------------- Total Liabilities and Trust Corpus $ 2,613,522 $ 263,038 =============== =============== The accompanying notes are an integral part of the financial statements. - 2 - 3 KIEWIT ROYALTY TRUST STATEMENT OF DISTRIBUTABLE INCOME for the Three Months Ended March 31, 1998 and 1997 Three Months Ended March 31 --------------------------- 1998 1997 ---- ---- Royalty Income $ 2,534,970 $ 1,850,105 Interest Income $ 18,955 $ 16,342 Trust Expenses $ (18,382) $ (14,888) ----------------- --------------- Distributable Income $ 2,535,543 $ 1,851,559 Distributable Income per Unit (12,633,432 Units Outstanding) 0.2007010 0.1465603 STATEMENT OF CHANGES IN TRUST CORPUS for the Three Months Ended March 31, 1998 and 1997 Three Months Ended March 31 --------------------------- 1998 1997 ---- ---- Trust Corpus as of January 1 $ 82,206 $ 90,896 Amortization of Royalty Interest $ (4,227) $ (884) Distributable Income $ 2,535,543 $ 1,851,559 Distribution to Unit Holders $ (2,535,543) $ (1,851,559) ---------------- ---------------- Trust Corpus as of March 31 $ 77,979 $ 90,012 =============== =============== See accompanying Notes to Financial Statements. - 3 - 4 KIEWIT ROYALTY TRUST Notes to Financial Statements as of March 31, 1998 and December 31, 1997 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, 1997. 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 first quarter of 1998, the Trust received a total $2,534,970 of royalty and overriding royalty payments. The following schedule reflects the royalty and overriding royalty amounts received by the Trust from each mine for the three months ended March 31, 1998 and 1997. Mine First Quarter ---- ------------- 1998 1997 ---- ---- Decker $ 2,470,670 $1,837,048 Big Horn 64,300 13,057 Black Butte --- --- Spring Creek --- --- ------------ ------------ $2,534,970 $1,850,105 ========== ========== i. Decker Mine. The amount of royalties and overriding royalties received by the Trust with respect to the Decker Mine increased to $2,470,670 in the first quarter of 1998 compared to $1,837,048 during the same period in 1997. The increase for the first quarter of 1998 was 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 and increased production from the applicable leases. ii. Big Horn Mine. Royalties received from the Big Horn Mine increased to $64,300 during the first quarter of 1998 from $13,057 in 1997. This increase reflects increased production from the applicable lease. - 5 - 6 iii. Black Butte Mine. The Trust received no royalties from the Black Butte Mine during the first quarter of 1998 and 1997. This reflects the fact that Federal Lease Number W-6266 was renewed effective April 1, 1996, and the Trust no longer receives any 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 royalty rate has effectively eliminated further payments to the Trust with respect to this lease. iv. Spring Creek Mine. No royalties were received from the Spring Creek Mine during the first quarters of 1998 or 1997 because royalties are typically paid by the mine operators on an annual basis during the second half of a calendar year. PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. There are no material pending legal proceedings to which the Trust is a party or 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-Q 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). - 6 - 7 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. Date: May 8, 1998 KIEWIT ROYALTY TRUST -------------------- (Registrant) By: U.S. Bank National Association in its capacity as Trustee and not in its individual capacity or otherwise By: /s/ Susan K. Rosburg ------------------------------ Susan K. Rosburg Trust Officer - 8 -