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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2018

OR

o         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)

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 o

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 x No o

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.  o

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

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KIEWIT ROYALTY TRUST

FORM 10-Q

As of and for the Three and Nine Months Ended September 30, 2018

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, 2017.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

KIEWIT ROYALTY TRUST
CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

September 30, 2018 and

December 31, 2017

(unaudited)

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

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KIEWIT ROYALTY TRUST

CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME

For the three and nine months ended September 30, 2018 and 2017

(unaudited)

CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS
For the nine months ended September 30, 2018 and 2017
(unaudited)

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

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KIEWIT ROYALTY TRUST

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

Basis of Presentation

The accompanying condensed 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 U.S. generally accepted accounting principles (GAAP) for complete financial statements.  In the opinion of U.S. Bank National Association, as sole trustee of the Trust (the “Trustee”), 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, 2017.

Summary of Significant Accounting Policies

(a)                                 Basis of Accounting:

The condensed financial statements of the Trust, as prepared on the modified cash basis, reflect the Trust’s assets, liabilities, trust corpus, and distributable income as follows:

1.                                      Royalty income and interest income are recognized in the month in which amounts are received by the Trust.

2.                                      Trust expenses, consisting principally of routine general and administrative costs, include payments made during the accounting period.

3.                                      Reserves for liabilities that are contingent or uncertain in amount may also be established if considered necessary.

4.                                      Net royalty and overriding royalty interests that are producing properties are amortized using the unit-of-production method.  This amortization is shown as a reduction of Trust corpus.

5.                                      Distributions to Unit Holders are recognized when declared by the Trustee.

6.                                      Production withholding taxes withheld from Unit Holder distributions and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from royalty income in the condensed statement of distributable income.

These condensed statements differ from financial statements prepared in accordance with GAAP and were prepared on the modified cash basis of reporting, which is considered to be the most meaningful because Distributions to Unit Holders are based on net cash receipts.  This comprehensive basis of accounting, other than GAAP, corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission as specified by Staff Accounting Bulletin Topic 12E, Financial Statements of Royalty Trusts.

The condensed financial statements of the Trust differ from financial statements prepared in conformity with United States generally accepted accounting principles because of the following:

·                  Royalty income and interest income are recognized in the month received rather than in the month of production.

·                  Expenses generally are not accrued.

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·                  Amortization of the net royalty and overriding royalty interests is shown as a reduction to Trust corpus and not as a charge to operating results.

·                  Reserves may be established for contingencies that would not be recorded under GAAP.

(b)                                 Cash and Cash Equivalents:

The Trust considers all highly liquid financial instruments with original maturities of three months or less when purchased to be cash equivalents.

(c)                                  Related Party:

The Trust was organized to provide an efficient, orderly and practical means of administering the income received from royalty interests and is administered by the Trustee.  Pursuant to the terms of the Trust Indenture, the Trust pays the Trustee an annual fee of $100,000.  The Trustee may adjust this fee annually in its sole discretion.  The Trust pays a Trustee fee of $25,000 per quarter as long as the Trust has sufficient royalty income to make such payments.

(d)                                 Subsequent Events:

We have evaluated the Trust activity and have concluded that there are no material subsequent events requiring additional disclosure or recognition in these condensed financial statements.

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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 and nine-month periods ended September 30, 2018, the Trust received a total of $771,106 and $1,400,409, respectively, of royalty and overriding royalty payments, net of production expenses.  The following tables reflect 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 increased by $136,236 to $659,149 during the third quarter of 2018, as compared to $522,913 received during the same period in 2017.  For the nine months ended September 30, 2018, royalty and overriding royalty amounts increased by $262,648 or 27% to $1,238,452.  The Decker Mine includes West Decker and East Decker Mine leases.  Of the Decker Mines, the primary producer currently is an East Decker Mine.  The changes during the nine month period were the net result of changes in the relative amounts of coal mined, which was a normal result of the execution of a mining plan encompassing several coal leases.  Seasonal fluctuations also occur in the relative amounts of coal mined under the leases with a majority of the royalty payments being received during the first and third calendar quarters of the year.  Although the mine operator has indicated that it does not expect to mine this lease indefinitely, the amount of coal mined is difficult to predict from period to period.

Spring Creek Mine.  The first $50,000 royalty payment from this mine is paid at the end of June or beginning of July each year, and the remaining royalties with respect to this mine are typically paid by the mine operators on an annual basis during the second half of the calendar year.  Royalty and overriding royalty amounts received by the Trust from the Spring Creek Mine decreased to $111,957 during the third quarter of 2018, as compared to $161,824 received during the same period in 2017.  For the nine months ended September 30, 2018, royalty and overriding royalty amounts received by the Trust from the Spring Creek Mine decreased to $161,957 as compared to $211,824 received during the same period in 2017.  The operator of the Spring Creek Mine has indicated that it has scaled back production because of the

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decrease in the coal market and coal prices, and the amount of royalty payments could continue to decrease.  Because of the current market conditions and general depletion of the mine, the operator anticipates lower production volumes for this mine for the remainder of 2018, 2019, 2020, and 2021.  Production for the Trust is anticipated to be 240,000 tons for fiscal year 2019, and then less than 100,000 tons annually thereafter.

Interest Income.  The Trust earns interest on the royalty payments prior to the distribution to the Unit Holders.  During the nine months ended September 30, 2018 and 2017, the Trust earned $4,119 of interest compared to $1,057.  The increase in interest income resulted from additional funds being held in the trust reserve account and from rising interest rates.

Trust Expenses.  Trust expenses increased to $157,027 for the first nine months of 2018, as compared to $139,822 for the same period in 2017.  Trust expenses included fees of the Trustee, accountants, attorneys, and other professionals that the Trustee employs in the administration of the Trust.  During the three month period ended September 30, 2017, trust expenses were $52,398 compared to $52,799, during the same three month period in 2017.

Liquidity and Capital Resources.  The Trust’s primary source of liquidity is the receipt of 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 twice per year within ten days after June 30 and December 31 as long as the Trust has sufficient income.

Trust Reserves.  During the quarter ended September 30, 2018, the Trust established a reserve in the amount of $720,533.  Accordingly, the Trust did not pay a distribution for the third quarter of 2018 and instead reserved the amount for distribution at the time of the next distribution, which the Trust anticipates will be in January 2019.  During the quarter ended September 30, 2017, the Trust established a reserve in the amount of $632,514, and the Trust did not pay a distribution for the third quarter of 2017 and instead reserved the amount for distribution in January 2018.

Change in Trust Corpus.  During the first nine months of 2018 and 2017, 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(f) 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

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timely alerting him 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.

There are no material legal proceedings to which the Trust is a party.

Item 5. Other Information.

The following disclosure is provided pursuant to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) of Form 8-K:

Effective March 12, 2018, Wood Hull was designated by the Trustee to perform the necessary functions of the Trust on behalf of the Trustee.  Mr. Hull recently notified the Trustee of his intention to retire on January 4, 2019.  Mr. Hull will continue to provide services to the Trust in his current capacity until the earlier of the Trustee’s appointment of his successor or the date of his retirement.  The Trustee currently intends to appoint a successor to Mr. Hull on or before January 4, 2019.  Mr. Hull’s retirement is not related to any disagreement on any matter relating to the Trust’s or Trustee’s operations, policies, or practices.

Item 6. Exhibits.

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*                                         Filed herewith

**                                  Furnished herewith

***                           Furnished herewith.  Pursuant to applicable federal securities rules and regulations, the Trust has complied with the reporting obligation relating to the submission of interactive data files in such exhibits.  Therefore, the Trust is not subject to liability under any anti-fraud provisions of the federal securities laws if the Trust (i) makes a good faith attempt to comply with the interactive data file submission and posting requirements and (ii) upon becoming aware that any such data file fails to comply with such requirements, promptly amends any noncompliant data file.  The Trust is also not subject to the liability and anti-fraud provisions of the federal securities laws if an error or omission in an electronic filing results solely from electronic transmission errors beyond the filer’s control and, upon becoming aware of such error or omission, the filer corrects the error or omission by filing an electronic amendment as soon as reasonably practicable.  Users of this data are advised that the interactive data files are furnished and not filed, are not part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Exchange Act, as amended, and otherwise are not subject to liability under those sections.

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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.)

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