Table of Contents

​

​

​

UNITED STATES 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 September 30, 2021

OR

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-10810

KIEWIT ROYALTY TRUST

(Exact name of registrant as specified in its charter)

​

Trust Division
U.S. Bank National Association
1700 Farnam Street
Omaha, Nebraska 68102

(Address of principal executive offices and zip code)

(402) 536-5100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

​

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☑

​

​

​

​

Table of Contents

KIEWIT ROYALTY TRUST

FORM 10-Q

For the Three and Nine Months Ended September 30, 2021

INDEX

​

​

Forward-Looking Statements

​

This Form 10-Q, including specifically the section entitled “Trustee’s Discussion and Analysis of Financial Condition and Results of Operations,” includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created thereby. All statements, other than statements of historical fact, included in this Form 10-Q are forward-looking statements. Such statements include, without limitation, certain statements regarding the Trust’s financial position, industry conditions and other matters contained in this Form 10-Q. Although the Trustee believes that the expectations reflected in such forward-looking statements are reasonable, such expectations are subject to numerous risks and uncertainties, and the Trustee can give no assurance that they will prove to be correct. There are many factors, none of which is within the Trustee’s control, that may cause such expectations not to be realized, including, among other things, factors identified in the Trust’s Form 10-K for the year ended December 31, 2020.

​

​

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

KIEWIT ROYALTY TRUST

CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

September 30, 2021 and

December 31, 2020

(unaudited)

​

​

The accompanying notes are an integral part of the condensed financial statements.

​

1

Table of Contents

KIEWIT ROYALTY TRUST

CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME

For the three and nine months ended September 30, 2021 and 2020

(unaudited)

​

​

​

The accompanying notes are an integral part of the condensed financial statements.

​

​

​

2

Table of Contents

​

CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS

For the nine months ended September 30, 2021 and 2020

(unaudited)

​

​

The accompanying notes are an integral part of the condensed financial statements.

​

3

Table of Contents

KIEWIT ROYALTY TRUST

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

​

4

Table of Contents

5

Table of Contents

​

6

Table of Contents

Item 2. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview.

Kiewit Royalty Trust (the “Trust”) is a royalty trust with royalty and overriding royalty interests in certain coal leases. The Trust was formed for the purposes of administering the income received from such coal leases and distributing such income (together with interest earned thereon, if any, less payment of or provision for obligations) to the holders of the units of beneficial interest.

During the three month period ended September 30, 2021, the Trust did not receive any revenue. For the nine month period ended September 30, 2021, the Trust received a total of $142,135 of royalty and overriding royalty payments, net of production expenses. The Trust does not anticipate receiving any royalty payments in the foreseeable future. The following table reflects the royalty and overriding royalty payments, net of production expenses, received by the Trust at the following mines:

​

​

Decker Mine. Royalty and overriding royalty amounts received by the Trust from the Decker Mine decreased to $0 during the third quarter of 2021, as compared to $385,413 received during the same period in 2020. During the nine month period ended September 30, 2021, the royalty amounts decreased substantially by $894,951, or approximately 86%, as compared to the same period in 2020. Until 2021, when the Decker Mine announced cessation of mining activities, the primary producer currently was an East Decker Mine, which in recent years was the only lease in which the Trust had an interest that was actively producing. The changes this quarter, as well as during the first nine months of 2021, resulted from the cession of mine operations and the Decker Mine bankruptcy.

In December 2020, Lighthouse Resources, Inc., the owner of the Decker Mine, filed for Chapter 11 bankruptcy, in the United States Bankruptcy Court for the District of Delaware (Case No. 20-13056(JTD)). Lighthouse initially reduced operations at the Decker Mine, and in first quarter 2021, the Decker Mine ceased operations. The Trust is an unsecured creditor in the bankruptcy case and is entitled to receive 0.80% of any distributions made to its class of unsecured creditors. Total distributions to this unsecured class is a maximum aggregate amount of $750,000, and payment is subject to satisfaction of various contingencies. The projected payment to the Trust is $6,000 and timing of the payment is unknown.

In September 2021, the Trust commenced the auction process with EnergyNet to offer for sale the Trust’s non-producing overriding royalty interests in the Decker Mines. EnergyNet developed and hosted the online auction to facilitate the sale of the Trust’s overriding royalty interests. On September 29, 2021, Spartan Energy Acquisitions, LLC (“Spartan”) of Denver, Colorado was the successful bidder in the EnergyNet auction and has agreed to purchase the overriding royalty interests in the Decker Mines and Black Butte Mine. The transfer of these overriding royalty interests is subject to various closing conditions, including either court approval or Unit Holder approval of the transaction. After the satisfaction of the closing conditions, the Trust has agreed to convey to Spartan the overriding royalty interests in exchange for a total cash value of $12,510. Closing is anticipated in early 2022 after the Trust obtains court approval or Unit Holder approval.

7

Table of Contents

Spring Creek Mine. The Trust did not receive any royalty payments from the Spring Creek Mine during the first nine months of 2021 and received $10,000 in 2020. Royalties with respect to this mine are typically paid during the second half of each calendar year but the timing of the first payment varies, and it can be received at the end of the second quarter or beginning of the third quarter. However, it is unknown whether the Trust will receive additional royalties from this mine in the future due to various factors, including the financial struggles of the coal operator, the lack of mining activities in the applicable mines, and the general depletion of coal. In 2019, the Spring Creek Mine was sold to Navajo Transitional Energy Company (“NTEC”), which is wholly owned by the Navajo Nation, and is currently operating the mine as a contract operator. Operational issues, together with general economic issues impacting coal mines, are challenging and make it difficult for the Trust to predict the long-term status of the operations of this mine.

On July 28, 2021, the Trust executed an agreement with NTEC pursuant to which NTEC has agreed to purchase certain overriding royalty interests owned by the Trust in certain Spring Creek Mines, specifically lease MTM-069782 and MTM-110692. The agreement is subject to various closing conditions, including either court approval or Unit Holder approval of the transaction. At closing, the Trust has agreed to convey to NTEC the leases free and clear of all liens in exchange for a total cash value of $105,000, less advance minimum royalties previously received by the Trust of $20,716, for an anticipated cash payment of $84,274. Closing is anticipated in early 2022 after the Trust obtains court approval or Unit Holder approval.

Because the Trust has buyers for its assets, the Trust filed a Petition to Terminate on October 29, 2021, requesting the Court allow the Trust to liquidate all of its assets and wind up operations pursuant to the terms of the Trust Indenture. Refer to note (e) of the financial statements.

Other Mines. In addition to the Decker Mine and Spring Creek Mine, the Trust also owns rights in lease number 027475 in the Black Butte Mine in Sweetwater County, Wyoming. Such mine is not part of any future mining plans yet the lease continues to be active. Interests in this mine were recently sold to Spartan Energy along with the Decker Mines discussed above.

Interest Income. The Trust generally earns interest on the royalty payments held in reserve. During the nine months ended September 30, 2021, the Trust earned a nominal amount of interest of $2 compared to $499 of interest earned during the nine months ended September 30, 2020. The decrease in interest resulted from the substantial reduction of the royalty payments.

Trust Expenses. Trust expenses decreased slightly to $128,048 for the first nine months of 2021, as compared to $133,995 for the same period in 2020. Trust expenses included fees of the Trustee, accountants, attorneys, and other professionals that the Trustee employs in the administration of the Trust. Trust expenses decreased to $48,271 for the three month period ending September 30, 2021, as compared to $50,812 for the same period in 2020. The expenses fluctuate from period to period largely because of the timing of when the Trust receives invoices and pays its expenses. Further, the Trust is incurring additional fees and expenses relating to the sale of its assets. The Trust currently has a limited amount of cash to pay future expenses.

Liquidity and Capital Resources. The Trust’s primary source of liquidity is the royalty payments, and the Trust no longer expects to receive any royalty payments. In accordance with the provisions of the Trust Indenture, generally all income received by the Trust, net of Trust expenses and any amounts placed in reserves, is distributed to the Unit Holders on a biannual basis as long as the Trust has sufficient income. At this time, the Trust does not expect to make any distributions in the near future due to the Trust’s liquidity issues. The Trust has suspended future distribution payments in light of the substantial reduction in royalty income and is actively pursuing the liquidation of the Trust.

Trust Reserves. The Trust established trust reserves in the third quarter of 2020 in the amount of $344,604. This reserve was established to hold the funds until the next scheduled biannual payment and was paid to Unit Holders after the 4th quarter of 2020.

During the first quarter of 2021, the Trust’s distributable income was $54,816. Historically, this amount would have been reserved to be paid at the Trust’s next distribution date within 10 days of June 30, 2021. At June 30, 2021, the Trust’s distributable income was $7,544, which was held in reserve, resulting in a total reserve of $62,360. At September 30, 2021, the Trust had no distributable income yet continued to incur professional fees reducing the trust reserve to $14,089. Because of the uncertainty of future royalty payments, the Trust has temporarily suspended all distribution payments to Unit Holders and instead reserved such amounts to cover future expenses. Due to the uncertainty with respect to timing or amount of future royalty payments, the Trust believes such suspension is in its best interests. The Trust further believes that the current reserved amounts will not be sufficient to pay expenses.

8

Table of Contents

Going Concern. The Trust does not have sufficient funding in order to continue to operate. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Because of the Trust’s limited source of revenues, management has substantial doubt about the Trust’s ability to continue as a going concern. The Trust’s financial statements currently do not include any adjustments that might result from the outcome of any uncertainly as to the Trust’s ability to continue as a going concern.

Change in Trust Corpus. During the three- and nine-month period ended September 30, 2021, the trust corpus remained unchanged.

Off-Balance Sheet Arrangements. As required by the Trust Indenture, the Trust is intended to be passive in nature and the Trustee does not have any control over or any responsibility relating to the operation of the mines under which the Trust has any royalty interests and overriding royalty interests. The Trustee has powers to collect and distribute proceeds received by the Trust and pay Trust liabilities and expenses and its actions have been limited to those activities. As a result, the Trust has not engaged in any off-balance sheet arrangements.

Critical Accounting Policies and Estimates. The Trust’s condensed financial statements are prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America, and as such there are no critical accounting policies or estimates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Form 10-Q, the officer of the Trustee conducted an evaluation of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934). Based upon this evaluation, the officer of the Trustee concluded that the Trust’s disclosure controls and procedures were effective in timely alerting her of any material information relating to the Trust that is required to be disclosed by the Trust in the reports it files or submits under the Securities Exchange Act of 1934.

Changes in Internal Control Over Financial Reporting. There were no changes in the Trust’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) that occurred during the Trust’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Limitations on Controls. The Trustee does not expect that the Trust’s disclosure controls and procedures or the Trust’s internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Trust have been detected.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

On October 29, 2021, the Trust filed a voluntary petition to terminate (the “Petition”) in the County Court of Douglas County, Nebraska (the “Court”). The Trust filed the Petition requesting the Court to approval certain actions and then allow the Trust to liquidate all of its assets and wind up operations of the Trust pursuant to the terms of the Trust Indenture. The Petition is further described in note (e) to the financial statements, which note is incorporated herein by reference.

​

​

9

Table of Contents

Item 6. Exhibits.

​

10

Table of Contents

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.

​

​

(The Trust does not have a principal financial or chief accounting officer or any other officers.)

​

11